BOA B34200 Mop Buckets.docx

STATE OF ILLINOIS

TAXPAYER IDENTIFICATION NUMBER

BASIC ORDERING AGREEMENT (BOA) < $50,000

The terms and conditions of this BOA, including those terms and conditions set forth in the additional documents referenced below, and any continuation sheets, constitute the entire agreement between the parties with respect to the subject matter of this BOA. State documents will prevail in the event of a conflict between State and Vendor documents.

CONTACT INFORMATION

Vendor Name:

Address:

State Agency Name: Decatur Correctional Center Address: 2310 E. Mound Road, Decatur, IL 62524 Contact: Warehouse Supervisor Phone #: 217-877-0353 Ext 431 Email: Kevin.Kaylor@illinois.gov Fax#: Click here to enter text.

CONTRACT INFORMATION

Contract #: Click here to enter text.

Action: New Acquisition Type: Purchase Payment Cycle: Click here to enter text.

Terms and Conditions: BOA Terms and Conditions Term:

Begin Date:

Upon Final signatuure

End Date:

6/30/2023

Ship To:

Name: Decatur Correctional Center Address: Same Address as Bill To.

Attn: Warehouse Supply Supervisor Bill To:

Name: Decatur Correctional Center Address: 2310 E Mound Road Decatur, IL 62524 Doc.Decatur.BusinessOffice@illinois.gov

BOA uses Illinois Procurement Gateway Certifications?

☐ YES (IPG Certifications including FORMS B) ☐ No

In signing the BOA, the Contractor affirms that the Certifications attached hereto are true and accurate as of the date of the Contractor’s execution of the BOA.

ORDERING INFORMATION

(manufacturer, model, serial number, feature, etc.)

Shipping

BOA Total:

State of Illinois Chief Procurement Office General Services 2 BOA under $50,000 V.23.1 Approp. Account Code: Click here to enter text.

Detailed Expenditure Object Code: Click here to enter text.

Award Code: Click here to enter text.

Original Procurement Method: Choose an item.

Subcontractors Utilized? Choose an item.

Subcontractors Disclosed? Choose an item.

STATE USE ONLY

Reference Number: B34200 Source Selection Method: Small Purchase Is Financing Needed? No Using Agency Funding Source:

· Fiscal Year: 2023

· Type: State

ADDITIONAL INFORMATION / REFERENCES / ATTACHMENTS

COVID-19 PROTECTIONS

In response to the COVID-19 pandemic, Governor J.B. Pritzker issued Executive Order 2021-22 and 2021-23. These Executive Orders mandate certain contractors shall use face coverings, have COVID-19 vaccinations, or undergo testing for COVID-19 when in indoor public places, Health Care Facilities, Schools, Institutions of Higher Education, and State-owned and operated congregate facilities. Vendor shall adhere to the requirements of these Executive Orders as applied by the Agency. The Agency may also implement vaccination or testing requirements that exceed those in the Executive Orders

1. ONLY ELECTRONIC BIDS THROUGH BID BUY WILL BE ACCEPTED

2. Bid Due Date and Time: 01/17/2023 at 10:00 AM

3. IDOC reserves the right to award in whole or in part.

4. Pricing for all commodities and/or equipment shall be in accordance with the unit of measure specified in the Pricing Section and only one-unit price shall be quoted per item unless otherwise stated. All extensions and totals requested shall be shown. Prices quoted must be net after deducting all trade or quantity discounts.

5. Vendor’s Responsibilities - BACK-ORDERS ARE NOT ACCEPTABLE. Deliveries are “ship complete.” It is the responsibility of the Contractor to provide all items as ordered by each facility. Contractors are responsible for obtaining items from Sub-Contractors, if needed, to completely fill orders by the facilities. The Agency shall not be responsible for any additional fees that may be incurred by utilizing a Sub-Contractor or Sub-Contractors.

If the Vendor fails to provide services in accordance to the contract, is deficient in providing contract deliverables, or fails to maintain expected services as specified the Agency may impose Performance Adjustments to the Contractor(s), up to and including termination of the contract(s).

6. Returns/Credit - All defective or un-saleable merchandise must be picked up by the contractor(s) during the next delivery after notification by the Facilities. The corresponding credit must appear on the invoice for that delivery at the time of pick-up. All return notifications will be issued in writing and faxed to the contractor(s) for action as indicated herein. The following is the procedure for returns/credit:

Facility commissary personnel will notify the Vendor(s) of required returns when placing the next commissary order.

A return authorization, for the pick-up of returned goods with the delivery of new orders, will be issued when a return is required. The contractor(s) shall not pick up returns without this written authorization.

The contractor(s) shall pick up returns and issue a credit equal to the contract price to the Facilities for all returned items. Pick-ups for credit will be scheduled concurrent with deliveries of new orders. Pick-ups require a return authorization.

7. Product Substitution - It is expected that Vendor(s) shall fill all orders without backorder or substitution. No substitutions are permitted without the prior consent of each Correctional Center’s Commissary staff.

8. Labeling - All individual items offered must comply with FDA and USDA labeling requirements for retail sales if applicable.

9. Shelf Life - All perishable items shall be of the latest date-of-pack available at the time of delivery. Freshness dating is to be legible on each individual unit, where applicable. Items with less than the latest date-of-pack shelf life will be rejected at the contractor's expense. A formal complaint will be filed against the contractor(s) for repeated shipments of product with less than the maximum allowable shelf life. Formal complaints may be used as justification for cancellation of the contract.

10. Product Recall - If any products acquired under this agreement are recalled under the provisions of the Federal Food, Drug, and Cosmetic Act, a Manufacturer’s product recall and/or the discovery of contaminants, the Contractor(s) shall comply with the following conditions:

The Contractor(s) shall immediately (within 24 hours) notify the Correctional Center by faxed or emailed written notice and also by telephone call(s) indicating:

· The reasons for the product recall,

· The product lot number and/or model number,

· The level of urgency for removal of product,

· The interim action or antidote to be taken to remedy any emergency situation arising from product ingredient or malfunction.

The Contractor(s) shall make provisions to have all recalled products (which will be contained, inventoried, etc., as applicable) removed consistent with the return authorization procedures set forth in Section 1.2.2 Returns/Credit, and provide the appropriate remedy, (which may include, but not be limited to; replacing/substituting product stock with approved equivalent value product and/or reimbursing the facility’s financial outlay by applying credit(s) to the facility’s invoices.)

11. Pricing and Item Selection - Contractor(s) shall enter a Unit/Base Price for each item listed in the Commissary Item list in description section or referenced addendums, if applicable. All “Per Case” or “Per Box” quantities must be totaled in the Quantity Extension column. Contractor(s) shall indicate any items or quantities that cannot be provided. Price shall include all Shipping & Delivery Costs.

12. Inspection - All goods received by the Correctional Centers are subject to inspection and testing. If goods are found to be defective or fail to meet the contract specifications, the facilities shall have the right to reject the goods and shall hold the contractor(s) responsible for return and replacement to the facility’s satisfaction.

13. Brand Names and Approved Equivalents - Any references to manufacturers, trade names, brand names and/or catalog numbers are intended to be descriptive, but not restrictive, unless otherwise stated, and are intended to indicate the quality level desired. Bidders may offer any equivalent product that meets or exceeds the specifications. Bids based on equivalent products must: 1) clearly describe the alternate offered and indicate how it differs from the product specified; and, 2) Include complete descriptive literature and/or specifications as proof that the proposed alternate will be equal to or better than the product named in this bid.

The facility reserves the right to be the sole judge of what is equal and acceptable and may require Bidder to provide additional information and/or samples.

If bidder does not specify otherwise, it is understood that the referenced brand will be supplied.

14. Contractor’s Personnel - Contractor’s Personnel shall be required to comply with all Illinois Department of Corrections and each Correctional Center’s rules and regulations while on the grounds of each Center. Failure to comply with this requirement may result in termination of the contract.

The Agency reserves the right to search all personnel, vehicles and products entering the facility.

Contractor’s Personnel shall sign in and out of the facilities on the Contractual “Service Employee Sign-in Sheet” and “Official Visitor Sign-in Sheet” and other required security logs each time they enter and leave the grounds of the institution. Failure to do so may result in termination of the Contract.

Contractor’s Personnel who will be entering the grounds of the facilities to provide service must agree to and pass a background investigation conducted by the department. The background investigation may include a drug screening test, if required by the department. Contractor’s Personnel who will be entering the grounds of the facilities must complete and sign an “Authorization for Release of Personal Information”. All completed and signed authorizations shall be submitted with this agreement. Contractor(s) shall not assign Personnel to duties at the facilities that have not passed the Background Investigation. Failure to comply with these requirements may result in termination of the contract.

Unattended vehicles must be locked at all times and at no time shall any vehicle be left unattended with the motor running or the key in the ignition.

All security rules at each Correctional Center will apply to employees of Contractor(s) including vehicles, machinery and hand tools. An Outside Contractors Booklet will be issued for all on-site Contractor employees to review and acknowledge receipt of prior to the start of the contract.

Employees and vehicles of Contractor(s) will enter and exit through the Sallyport gate. (Vehicles are to be cleared prior to start of work.)

Per Article 35 of the Procurement Code, the Contractor(s) shall include the names and addresses of all subcontractors and the expected amount of money each will receive under the contract. If this information changes during the term of the contract, the Code requires the Contractor(s) to provide an update to the State.

15. Standard of Contract Goods - Only new, originally manufactured Contract Goods will be accepted by the facilities. The facilities will not accept any Contract Goods that have been refurbished, rebuilt, restored or renovated in any manner. In addition, experimental materials will not be acceptable. Contract Goods not produced by regular production methods and/or which have not been offered for sale to the public through accepted industry trade channels for a reasonable period of time prior to the offering of the solicitation, will be considered experimental.

Glass containers or canned items are absolutely not allowed. Foil packaging of goods is acceptable. Products such as toothpaste, shampoo, lotions, liquid soap, deodorant, etc. must be packaged in clear containers.

16. Clear Case Electronic Equipment - All electronic equipment including, but not limited to televisions, radios, fans, MP3 players, CD players, etc. must have a transparent plastic/acrylic case to allow clear vision of the inner workings of that electronic item.

17. Guarantees and Warranties - All guarantees and warranties required shall be furnished by the Contractor(s) and shall be delivered to the facility commissary staffs within 2 weeks of contract execution. The Contractor(s) agrees that the contract goods and services to be furnished shall be covered by the most favorable commercial warranties the Contractor(s) would give to any customer for the same or substantially similar contract goods and services and that the rights and remedies so provided are in addition to and do not limit any rights afforded the Agency.

18. Acceptance of Purchase Order - BidBuy is the electronic procurement system being used by State Agencies under the jurisdiction of the Chief Procurement Office for General Services. All State Agencies are required to place orders against master contracts in BidBuy and a Vendor is required to accept the BidBuy purchase orders.

19. Delivery Requirements and Location Information - Delivery shall be made 7 calendar days following order placement as directed by IDOC Correctional Center making the purchase. It shall be the responsibility of the Vendor to contact the Correctional Center directly for exact shipping and arrival dates and other operating instructions. The contact name and telephone number will be listed on each order.

Delivery Specifications:

· Truck must be turned off and keys secured- prior to unloading.

· No glass, prescription drugs or metal food utensils allowed.

· All pallets must be shrink wrapped.

· Not responsible for personal effects of driver or passenger.

· Truck driver must present valid driver’s license.

· Acceptable delivery days: Monday through Friday excluding State authorized Holidays.

20. Delivery - Not all facilities have loading docks. For facilities without loading docks, Vendor(s) must provide a means of moving palletized items to the rear of the delivery truck to be unloaded by forklift.

The vendor will be responsible for shipping or delivery of the parts to the Agency. Prices must be F.O.B. DESTINATION with all transportation and handling included and paid by the Contractor. Deliveries are accepted Monday through Friday, 9:00 a.m. to 3:00 p.m., excluding state holidays. Delivery to be made to the facility’s warehouse receiving dock.

21. The use of a brand name is for the purpose of describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. "Or equal" submissions will not be rejected because of minor differences in design, construction or features that do not affect the suitability of the product for its intended use. Burden of proof that the product is equal is on the bidder.

22. Bids need to be submitted to the Agency mailing address or email address shown on Page 1. Vendors, ensure this document is completed correctly prior to submitting. All vendors must make ensure they are compliant with sections below. If the vendor is not compliant, the bids will be rejected. The links for certification are below:

Forms A-https://www.illinois.gov/cpo/general/Pages/SolicitationandContractTemplates.aspx Forms B-https://www.illinois.gov/cpo/general/Pages/SolicitationandContractTemplates.aspx

SIGNATURES The undersigned parties agree to these terms and conditions.

State Agency:

Printed Name: Click here to enter text.

Signature agency representative:

Title: Click here to enter text.

Printed Name:

Date:

Title:

Date:

State of Illinois

State of Illinois

Signature agency representative:

Signature agency representative:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:

State of Illinois Chief Procurement Office 3 BOA over $25,000 V.13.4

1. PAYMENT TERMS AND CONDITIONS:

1.1. Late Payment: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained on Vendor’s invoices shall have no force and effect.

1.2. Minority Contractor Initiative: Any Vendor awarded a contract under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) of $1,000 or more is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

1.3. Expenses: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

1.4. Prevailing Wage: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Department of Labor and are available on the Department’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting the Illinois Department of Labor to ensure understanding of prevailing wage requirements at 217-782-6206 or (https://www2.illinois.gov/idol/Pages/default.aspx).

1.5. Federal Funding: This contract may be partially or totally funded with Federal funds. If federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided in the award notice.

1.6. Invoicing: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of the contract, and the amount billed and expenses incurred are as allowed in the contract. Invoices for supplies purchased, services performed and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable Agency/University state tax exemption number and federal tax exemption information.

1.6.2. Vendor shall invoice at the completion of the contract unless invoicing is tied in the contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

2. ASSIGNMENT: This contract may not be assigned, transferred in whole or in part by Vendor without the prior written consent of the State.

3. SUBCONTRACTING: For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the subcontractor certifications as shown on the Standard Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract. 30 ILCS 500/20-120.

4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of the contract or subcontract and necessary to support amounts charged to the State pursuant the contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of: the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning the contract is being resolved unless otherwise directed by the State.

6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel the contract without penalty if performance does not resume within thirty (30) days of the declaration.

8. CONFIDENTIAL INFORMATION: Each Party, including its agents and subcontractors, to this contract may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of the contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the contract, in whatever form it is maintained, promptly at the end of the contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to confidentiality provisions of this contract.

10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

11. INSURANCE: Vendor shall, at all times during the term and any renewals maintain and provide a Certificate of Insurance naming the State as additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability occurrence form in amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto, (Combined Single Limit Bodily Injury and Property Damage) in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venture with the State. All payments by the State shall be made on that basis.

13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations, orders, federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

15. BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall reassign immediately any such individual who, in the opinion of the State, does not pass the background check.

16. APPLICABLE LAW:

16.1. PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 ILL. ADM. CODE 750.

16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under federal or state antitrust laws relating to the subject matter of the contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State rights, title and interest in and to the claim or cause of action.

18. CONTRACTUAL AUTHORITY: The Agency that signs for the State of Illinois shall be the only State entity responsible for performance and payment under the contract. When the Chief Procurement Officer or authorized designee signs in addition to an Agency, they do so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee, or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order with the Vendor shall have any liability to Vendor for that order.

19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

22. PERFORMANCE RECORD / SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of the contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue the contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

23. FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) (50 ILCS 140) notwithstanding any provision to the contrary that may be found in this contract.

24. SCHEDULE OF WORK: Any work performed on State premises shall be done during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

25. WARRANTIES FOR SUPPLIES AND SERVICES:

25.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

25.2. Vendor shall insure that all manufacturers’ warranties are transferred to the State and shall provide a copy of the warranty. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

25.3. Vendor warrants that all services will be performed to meet the requirements of the contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall reassign immediately any individual who is not performing in accordance with the contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

26. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform the contract.

27. EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

28. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

28.1. If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

28.2. For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

29. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

29.1. The Vendor shall be entitled to compensation upon submission of invoices and proof of claim for supplies and services provided in compliance with this contract up to and including the date of termination.

30. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Department’s funding by reserving some or all of the Department’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Department determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

STANDARD TERMS AND CONDITIONS

STANDARD TERMS AND CONDITIONS

State of Illinois Chief Procurement Office General Services 3 BOA under $50,000 V.23.1 State of Illinois Chief Procurement Office General Services 8 BOA under $50,000 V.23.1 I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and I am a U.S. person (including a U.S. resident alien).

· If you are an individual, enter your name and SSN as it appears on your Social Security Card.

· If you are a sole proprietor, enter the owner’s name on the name line followed by the name of the business and the owner’s SSN or EIN.

· If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s name on the name line and the D/B/A on the business name line and enter the owner’s SSN or EIN.

· If the LLC is a corporation or partnership, enter the entity’s business name and EIN and for corporations, attach IRS acceptance letter (CP261 or CP277).

· For all other entities, enter the name of the entity as used to apply for the entity’s EIN and the EIN.

Name: Click here to enter text.

Business Name: Click here to enter text.

Taxpayer Identification Number:

Social Security Number: Click here to enter text.

or Employer Identification Number: Click here to enter text.

Legal Status (check one):

Signature of Authorized Representative:

Date: Click here to enter a date.

State of Illinois Chief Procurement Office General Services 9 Taxpayer Identification Number V.23.1