BOA P87416 Inventory Tags Executed.pdf

State of Illinois Chief Procurement Office General Services 1 BOA under $50,000 V.23.2 DoIT Legal – March 2023

ORDERING INFORMATION

Item Description

(manufacturer, model, serial number, feature, etc.) Qty One Time Charge Periodic Charge

Unit Extension Unit Extension 1 Custom Roll Label Product Premium Poly Die Size: 1.7500 X

0.6250 Layer 1:2 mil Indigo Clear PET Layer 2:2 Mil White PET/MC344

0.7 mil Adhesive:MC78 2 mil-Kraft Liner Metalcraft Part #ROLL-17672-1

25,000 0.10200 $2,550.00

Page Total: $2,550.00

BOA Total (if multiple pages): N/A

STATE OF ILLINOIS

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. The State shall not be bound by terms and conditions contained in any other document except as attached herein.

CONTACT INFORMATION

Vendor Name: Metalcraft, Inc.

Address: 3360 9th Street SW Mason City, IA 50401 Contact: Marianne Alvarado Phone #: 563-324-0505 Email: mannyr@idplate.com

State Agency Name: Department of Innovation and Technology Address: 120 W. Jefferson Street, Springfield, IL 62702 Contact: Lynsey Graham Phone #: 217-557-7122 Email: doit.itpo.communications@illinois.gov

Bill To:

Dept of Innovation & Technology Attn: Accounts Payable 120 W. Jefferson Street Springfield, IL 62702 DoIT.AccountsPayable@illinois.gov

Ship To: Unless Otherwise Specified Dept of Innovation & Technology 5300 S 6th St Frontage Rd E Springfield, IL 62703 Phone: 217-557-1122 DoIT.ITPO.Communications@illinois.gov

CONTRACT INFORMATION

Contract #: P-87416 Action: New Acquisition Type: Purchase Payment Cycle: One Time Terms and Conditions: BOA Terms and Conditions

Term:

Begin Date:

Last Date of Execution

End Date:

1/31/2026

State of Illinois Chief Procurement Office General Services 2

V.23.2 DoIT Legal – March 2023

ADDITIONAL INFORMATION / REFERENCES / ATTACHMENTS

State of Illinois Standard Terms and Conditions (To the extent that this BOA, including any additional licensing/product specific terms or other attachments hereto, expires or terminates, then the State of Illinois Standard Terms and Conditions of this BOA shall survive and continue to apply throughout the life and duration of the products/licenses and any related services being provided hereunder.)

SIGNATURES: The undersigned parties agree to these terms and conditions.

Vendor State of Illinois

Signature: State Agency: Department of Innovation and Technology

Printed Name: Signature agency representative:

Title: Printed Name: Brandon Ragle by

Date: Title: Acting Secretary, State CIO by

Date:

State of Illinois

ALL NOTICES TO:

Email: DoIT.ITPO.Communications@illinois.gov and DoIT.GeneralCounsel@Illinois.gov

State of Illinois

Signature agency representative: Signature agency representative:

Printed Name: Printed Name:

Title: Title:

Date: Date:

STATE USE ONLY

Reference Number: R-289451 / P-87416 Source Selection Method: Small Purchase Is Financing Needed? No Using Agency Funding Source:

Fiscal Year: 2026 Type: State

Approp. Account Code: 304-44801-1900-0000-3000 Detailed Expenditure Object Code:

Award Code: C Original Procurement Method: Small Purchase Subcontractors Utilized? No Subcontractors Disclosed? No

Jim Pittner

STATE O

F ILLINO

IS

STANDARD TERM

S AND CO

NDITIO

NS

State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023

1.

PAYM

EN

T TERM

S AN

D CO

N

DITIO

NS:

1.1.

Late Paym ent: Paym ents, including late paym ent charges, w ill be paid in accordance w ith the State Prom pt Paym ent Act and rules w hen applicable. 30 ILCS 540; 74 III. Adm . Code 900. This shall be Vendor’s sole rem edy for late paym ents by the State. Paym ent term s contained on Vendor’s invoices shall have no force and effect.

1.2.

M inority Contractor Initiative: Any Vendor aw arded a contract under Section 20-10, 20-15, 20-25 or 20-

30 of the Illinois Procurem ent Code (30 ILCS 500) of $1,000 or m ore is required to pay a fee of $15. The Com ptroller shall deduct the fee from the first check issued to Vendor under the Contract and deposit the fee in the Com ptroller’s Adm inistrative Fund. 15 ILCS 405/23.9.

1.3.

Expenses: The State w ill 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 W age: As a condition of receiving paym ent Vendor m ust (i) be in com pliance w ith the Contract, (ii)pay its em ployees prevailing w ages w hen required by law , (iii) pay its suppliers and subcontractors according to the term s of their respective contracts, and (iv) provide lien w aivers to the State upon request. Exam ples of prevailing w age categories include public w orks, printing, janitorial, w indow w ashing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing w ages are revised by the Illinois Departm ent of Labor and are available on the Illinois Departm ent of Labor’s official w ebsite, w hich shall be deem ed proper notification of any rate changes under this subsection. Vendor is responsible for contacting the Illinois Departm ent of Labor to ensure understanding of prevailing w age requirem ents at 217-782-6206 or (http://labor.illinois.gov).

1.5.

Federal Funding: This Contract m ay be partially or totally funded w ith 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 w ill be provided in the aw ard notice.

1.6.

Invoicing: By subm itting an invoice, Vendor certifies that the supplies or services provided m eet all requirem ents of the Contract, and the am ount billed and expenses incurred are as allow ed in the Contract.

Invoices for supplies purchased, services perform ed, and expenses incurred through June 30 of any year m ust be subm itted to the State no later than July 31 of that year; otherw ise Vendor m ay have to seek paym ent through the Illinois Court of Claim

s. 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 accom panied by proof that the State is subject to the tax. If necessary, Vendor m ay request the applicable Agency/University state tax exem ption num ber and federal tax exem ption inform ation.

1.6.2.

Vendor shall invoice at the com pletion of the Contract unless invoicing is tied in the Contract to m ilestones, deliverables, or other invoicing requirem ents agreed to in the Contract.

IS

STAN

DARD TERM

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023

2.

ASSIGN

M ENT: This Contract m ay not be assigned or transferred in w hole or in part by Vendor w ithout the prior w ritten consent of the State.

3.

SUBCO

N TRACTING: For purposes of this section, subcontractors are those w ith contracts w ith an annual value exceeding $100,000 and w ho are specifically hired to perform all or part of the w ork covered by the Contract.

Vendor m ust receive prior w ritten approval before use of any subcontractors in the perform ance of this Contract.

Vendor shall describe, in an attachm ent if not already provided, the nam es and addresses of all authorized subcontractors to be utilized by Vendor in the perform ance of this Contract, together w ith a description of the w ork to be perform ed by the subcontractor and the anticipated am ount of m oney that each subcontractor is expected to receive pursuant to this Contract. If required, Vendor shall provide a copy of any subcontracts w ithin fifteen (15) days after execution of this Contract. All subcontracts m ust include the sam e certifications that

Vendor m ust m ake as a condition of this Contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any tim e during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor m ust prom ptly notify, by w ritten am endm ent to the Contract, the State

Purchasing O fficer or the Chief Procurem ent O fficer of the nam es and addresses, the expected am ount of m oney that each new or replaced subcontractor w ill receive pursuant to the Contract and the general type of w ork to be perform

ed. 30 ILCS 500/20-120.

4.

AUDIT/RETEN

TIO

N

O

F RECO

RDS: Vendor and its subcontractors shall m aintain books and records relating to the perform ance of the Contract or subcontract and necessary to support am ounts charged to the State pursuant the Contract or subcontract. Books and records, including inform ation stored in databases or other com puter system s, shall be m aintained by Vendor for a period of three (3) years from the later of the date of final paym ent under the Contract or com pletion of the Contract, and by the subcontractor for a period of three (3) years from the later of final paym ent under the term or com pletion of the subcontract. If Federal funds are used to pay Contract costs, Vendor and its subcontractors m ust retain their respective records for five (5) years. Books and records required to be m aintained 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 Procurem ent O fficer, State of Illinois internal auditors or other governm ental entities w ith m onitoring authority, upon reasonable notice and during norm al business hours. Vendor and its subcontractors shall cooperate fully w ith any such audit and w ith any investigation conducted by any of these entities. Failure to m aintain books and records required by this section shall establish a presum ption in favor of the State for the recovery of any funds paid by the State under this Contract or any subcontract for w hich adequate books and records are not available to support the purported disbursem ent. Vendor or subcontractors shall not im pose a charge for audit or exam ination of Vendor’s or subcontractors’ books and records. 30 ILCS 500/20-65. Vendor and its subcontractors shall upon reasonable notice appear before and respond to requests for inform ation from the Illinois W orks Review Panel. 30 ILCS

559/20-25(d).

5.

TIM

E IS O

F THE ESSENCE: Tim e is of the essence w ith respect to Vendor’s perform ance of this Contract. Vendor shall continue to perform its obligations w hile any dispute concerning the Contract is being resolved unless otherw ise directed by the State.

6.

N

O W

AIVER O

F RIGHTS: Except as specifically w aived in w riting, failure by a Party to exercise or enforce a right does not w aive that Party’s right to exercise or enforce that or other rights in the future.

7.

F O

RCE M

AJEURE: Failure by either Party to perform its duties and obligations w ill be excused by unforeseeable circum stances beyond its reasonable control and not due to its negligence, including acts of nature, acts of

IS

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DARD TERM

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023 terrorism , riots, labor disputes, fire, flood, explosion, and governm ental prohibition. The non-declaring Party m ay cancel this Contract w ithout penalty if perform ance does not resum e w ithin thirty (30) days of the declaration.

8.

CO

N

FIDEN

TIAL IN

FO

RM

ATIO

N : Each Party, including its agents and subcontractors, to this Contract m ay have or gain access to confidential data or inform ation ow ned or m aintained by the other Party in the course of carrying out its responsibilities under this Contract. Vendor shall presum e all inform ation received from the State or to w hich it gains access pursuant to this Contract is confidential. Vendor inform ation, unless clearly m arked as confidential and exem pt from disclosure under the Illinois Freedom of Inform ation Act (“FO

IA”) (5 ILCS 140), shall be considered public. Unless otherw ise agreed by the Parties, and then only upon receipt of the State’s prior w ritten consent, Vendor and its subcontractors shall not access or attain any personally identifiable inform ation or sensitive inform ation on or from the State’s system s, and Vendor agrees that any such inform ation is the confidential inform ation of the State. In any event, Vendor shall im plem ent and m aintain reasonable security m easures to protect any and all data, inform ation, and records disclosed by the State under this Contract from unauthorized access, acquisition, destruction, use, m odification, or disclosure. No confidential data collected, m aintained, or used in the course of perform ance of this Contract shall be dissem inated except as authorized by law and w ith the w ritten consent of the disclosing Party, either during the period of this Contract or thereafter.

The receiving Party m ust return any and all data collected, m aintained, created or used in the course of the perform ance of this Contract, in a non-proprietary, readily usable form at, prom ptly at the end of this Contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in w riting of its destruction. The foregoing obligations shall not apply to confidential data or inform ation law fully 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 becom es publicly know n through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party w ithout the use or benefit of the disclosing Party’s confidential inform ation.

9.

USE AN

D O W

N ERSHIP: All w ork perform ed or supplies created by Vendor under this Contract, w hether w ritten docum ents or data, goods, or deliverables of any kind, shall be deem ed w ork for hire under copyright law and all intellectual property and other law s, and the State of Illinois is granted sole and exclusive ow nership to all such w ork, unless otherw ise agreed in w riting. Vendor hereby assigns to the State all right, title, and interest in and to such w ork including any related intellectual property rights, and/or w aives any and all claim s that Vendor m ay have to such w ork including any so-called "m oral rights" in connection w ith the w ork. Vendor acknow ledges the State m ay use the w ork product for any purpose. Confidential data or inform ation contained in such w ork shall be subject to the confidentiality provisions of this Contract.

10.

IN

DEM

NIFICATIO

N

AN

D LIABILITY: Vendor shall indem nify and hold harm less the State , its agencies, officers, em ployees, agents, and volunteers from any and all costs, dem ands, expenses, losses, claim s, dam ages, liabilities, settlem ents, and judgm ents, including in-house and contracted attorneys’ fees and expenses, related to: (a) any breach or violation by Vendor of any of its certifications, representations, w arranties, covenants, or agreem ents;

(b)any actual or alleged death or injury to any person, dam age to any real or personal property, or any other dam age or loss claim ed to result in w hole or in part from Vendor’s negligent perform ance; (c) any act, activity, or om ission of Vendor or any of its em ployees, representatives, subcontractors, or agents; or (d) any actual or alleged claim that the products or services provided under this Contract infringe, m isappropriate, or otherw ise violate any intellectual property rights (including but lim ited to patent, copyright, trade secret, or tradem ark rights) of a third party. Vendor shall also defend (subject to the consent of the O ffice of the Attorney General (“O AG”)) the State against any and all third-party claim s related to this Contract. In accordance w ith Article VIII, Section 1(a) and (b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General O pinion 78, the State m ay not

IS

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023 indem nify private parties absent express statutory authority perm itting the indem nification. The State shall not be liable for indirect, special, consequential, or punitive dam ages.

10.1

DATA BREACH PREVENTIO

N , N

O

TICE, AND REM

EDIATIO

N

: Vendor shall ensure the security, storage, and integrity of the State’s content, data, com puters, netw orks, and system s (w hich m ay include the use of encryption technology to protect the State’s content and data from unauthorized access). Notw ithstanding anything to the contrary in this Contract, to the extent that Vendor experiences or causes an inform ation breach or security incident that im pacts the State’s data, content, com puters, system s, or netw orks, Vendor shall im m ediately notify the State and w ill use best efforts to im m ediately rem edy any such breach or incident, and to prevent any further breach or incident, at Vendor’s expense, in accordance w ith applicable privacy rights, law s, regulations, policies, and standards, including but not lim ited to the Illinois Personal Inform ation Protection Act (815 ILCS

530). Vendor shall reim burse the State for any and all costs incurred by the State in responding to, and m itigating dam ages caused by, any such breach or security incident, including all costs of notice and/or rem ediation.

10.2

DATA LO

SS AN

D DAM

AGE TO

STATE CO

M

PUTER SYSTEM

S: Vendor shall adhere to all indem nification and liability obligations stated in this Contract and w ill rem ain liable w here any dam age or im pairm ent to the State’s com puters, system s, and netw orks, or any loss or corruption of the State’s data or content, is due to Vendor’s negligent or intentional acts and om issions. Further, Vendor shall reim burse the State for any and all costs incurred by the State in restoring such data, content, com puters, system s, or netw orks.

11.

INSURANCE: Vendor shall, at all tim es during the term and any renew als m aintain and provide a Certificate of

Insurance nam ing the State as additionally insured for all required bonds and insurance. Certificates m ay not be m odified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide:

(a)General Com m ercial Liability occurrence form in am ount of $1,000,000 per occurrence (Com bined Single Lim it

Bodily Injury and Property Dam age) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and

Non-ow ned Auto, (Com bined Single Lim it Bodily Injury and Property Dam age) in am ount of $1,000,000 per occurrence; and (c) W orker’s Com pensation Insurance in am ount required by law

. Insurance shall not lim it

Vendor’s obligation to indem nify, defend, or settle any claim s.

12.

IN

DEPEN

DEN

T CO

NTRACTO

R: Vendor shall act as an independent contractor and not an agent or em ployee of, or joint venture w ith the State. All paym ents by the State shall be m ade on that basis.

13.

S O

LICITATIO

N AN

D EM

PLO

YM

ENT: Vendor shall not em ploy any person em ployed by the State during the term of this Contract to perform any w ork under this Contract. Vendor shall give notice im m ediately to the Agency’s director if Vendor solicits or intends to solicit State em ployees to perform any w ork under this Contract.

14.

CO

M

PLIANCE W

ITH THE LAW

: Vendor, its em ployees, agents, and subcontractors shall com ply w ith all applicable federal, state, and local law s, rules, ordinances, regulations, orders, federal circulars and all license and perm it requirem ents in the perform ance of this Contract. Vendor shall be in com pliance w ith applicable tax requirem ents and shall be current in paym ent of such taxes. Vendor shall obtain at its ow n expense, all licenses and perm issions necessary for the perform ance of this Contract.

15.

BACKGRO

UN

D CHECK: Vendor affirm s that it checks the crim inal records of all applicants for felony convictions and m isdem eanor convictions involving a violent act or threat of violence w ithin five (5) years prior to em ploym ent, w here perm itted by law

IS

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State of Illinois Chief Procurem ent O ffice General Services

V.23.2 DoIT Legal M arch 2023

W henever the State deem s it reasonably necessary for security reasons, the State m ay conduct, at its expense, crim inal and driver history background checks of Vendors and subcontractors, officers, em ployees, or agents perform ing services on State ow ned, leased, or controlled property. Vendor or subcontractor shall reassign im m ediately any such individual w ho, in the reasonable opinion of the State, does not pass the background checks.

The background checks shall be in com pliance w ith all federal law

s. The State further agrees as follow s:

Use of the inform ation collected w ill be for the specific purpose of facilitating a background check;

All inform ation collected w ill be treated as confidential;

The State w ill lim it access to the inform ation received and w ill properly store it in a reasonably secure m anner;

The State w ill prom ptly dispose in an appropriate m anner all collected inform ation w hen the purpose for w hich it w as originally collected is no longer valid; and

State m ust provide notice and consent form

s. Vendor's and subcontractors officers, em ployees, or agents perform ing services on state ow ned, leased, or controlled property not consenting shall be reassigned.

How ever, in no event can Vendor agree to w aive the rights of its em ployees, nor can Vendor provide the State w ith any inform ation protected by law , including but not lim ited to Vendor’s background check data.

16.

APPLICABLE LAW

16.1.

PREVAILING LAW

: This Contract shall be construed in accordance w ith and is subject to the law s and rules of the State of Illinois.

16.2.

EQ

UAL O

PPO

RTUNITY: The Departm ent of Hum an Rights’ Equal O pportunity requirem ents are incorporated by reference. 44 ILL. A

DM

. CO

DE 750.

16.3.

CO

URT O

F CLAIM

S; ARBITRATIO

N

; SO

VEREIGN IM

M

UN

ITY: Any claim against the State arising out of this

Contract m ust be filed exclusively w ith the Illinois Court of Claim

s. 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 w aive sovereign im m unity (including all rights provided in the State Law suit Im m unity Act, 745 ILCS 5) by entering into this Contract.

16.4.

O

FFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be view ed at (w w w .ilga.gov/legislation/ilcs/ilcs.asp).

17.

ANTI-TRUST ASSIGN

M ENT: If Vendor does not pursue any claim or cause of action it has arising under federal or state antitrust law s relating to the subject m atter 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.

CO

NTRACTUAL AUTHO

RITY: The Agency that signs for the State of Illinois shall be the only State entity responsible for perform ance and paym ent under the Contract. W hen the Chief Procurem ent O fficer or authorized designee signs in addition to an Agency, they do so as approving officer and shall have no liability to Vendor. W hen the Chief Procurem ent O fficer or authorized designee, or State Purchasing O fficer signs a m aster contract on behalf of State agencies, only the Agency that places an order w ith Vendor shall have any liability to Vendor for that order.

IS

STAN

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023

19.

EXPATRIATED EN

TITIES: Except in lim ited circum stances, no business or m em ber of a unitary business group, as defined in the Illinois Incom e Tax Act, shall subm it a bid for or enter into a contract w ith a State agency if that business or any m em ber of the unitary business group is an expatriated entity.

20.

N

O TICES: Notices and other com m unications provided for herein shall be given in w riting via electronic m ail w henever possible. If transm ission via electronic m ail is not possible, then notices and other com m unications shall be given in w riting via registered or certified m ail w ith return receipt requested, via receipted hand delivery or via courier (UPS, Federal Express, or other sim ilar and reliable carrier). Notices shall be sent to the individuals w ho signed this Contract using the contact inform ation provided w ith the signatures. Each such notice shall be deem ed to have been provided at the tim e it is actually received. By giving notice, either Party m ay change its contact inform ation.

21.

M

O

DIFICATIO

NS AN

D SURVIVAL: Am endm ents, m odifications, and w aivers m ust be in w riting 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 rem aining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature w ould be expected to survive, shall survive term ination. In the event of a conflict betw een the State’s and Vendor’s term s, conditions, and attachm ents, the

State’s term s, conditions, and attachm ents shall prevail.

22.

PERFO

RM

ANCE RECO

RD / SUSPEN

SIO

N : Upon request of the State, Vendor shall m eet to discuss perform ance or provide contract perform ance updates to help ensure proper perform ance of this Contract. The State m ay consider Vendor’s perform ance under this Contract and com pliance w ith law and rule to determ ine w hether to continue the Contract, suspend Vendor from doing future business w ith the State for a specified period of tim e, or w hether Vendor can be considered responsible on specific future contract opportunities.

23.

FREEDO

M O

F IN

FO

RM

ATIO

N ACT: This Contract and all related public records m aintained by, provided to or required to be provided to the State are subject to the Illinois Freedom of Inform ation Act (“FO

IA”) (5 ILCS 140)

notw ithstanding any provision to the contrary that m ay be found in this Contract.

24.

SCHEDULE O

F W O

RK: Any w ork perform ed on State prem ises shall be perform ed during the hours designated by the State and perform ed in a m anner that does not interfere w ith the State and its personnel.

25.

W

ARRANTIES FO

R SUPPLIES AN

D SERVICES:

25.1.

Vendor w arrants that the supplies furnished under this Contract w ill: (a) conform to the standards, specifications, draw ing, sam ples, or descriptions furnished by the State or furnished by Vendor and agreed to by the State, including but not lim ited to all specifications attached as exhibits hereto; (b) be m erchantable, of good quality and w orkm anship, and free from defects for a period of tw elve m onths or longer if so specified in w riting, and fit and sufficient for the intended use; (c) com ply w ith all federal and state law s, regulations, and ordinances pertaining to the m anufacturing, packing, labeling, sale, and delivery of the supplies; (d) be of good title and be free and clear of all liens and encum brances and; (e) not infringe any patent, copyright, or other intellectual property rights of any third party. Vendor agrees to reim burse the State for any losses, costs, dam ages, or expenses, including w ithout lim itations, reasonable attorney’s fees and expenses, arising from failure of the supplies to m eet such w arranties.

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023

25.2.

Vendor shall insure that all m anufacturers’ w arranties are transferred to the State and shall provide a copy of the w arranty. These w arranties shall be in addition to all other w arranties, express, im plied, or statutory, and shall survive the State’s paym ent, acceptance, inspection, or failure to inspect the supplies.

25.3.

Vendor w arrants that all services w ill be perform ed to m eet the requirem ents of the Contract in an efficient and effective m anner by trained and com petent personnel. Vendor shall m onitor perform ances of each individual and shall reassign im m ediately any individual w ho is not perform ing in accordance w ith the Contract, w ho is disruptive or not respectful of others in the w orkplace, or w ho in any w ay violates the Contract or State policies.

26.

REPO

RTING, STATUS AN

D M

O N

ITO

RING SPECIFICATIO

N S: Vendor shall im m ediately notify the State of any event that m ay have a m aterial im pact on Vendor’s ability to perform the Contract.

27.

EM

PLO

YM

EN

T TAX CREDIT: Vendors w ho hire qualified veterans and certain ex-offenders m ay be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Departm ent of Revenue (telephone #: 217-524-4772) for inform ation about tax credits.

28.

TERM

INATIO

N

FO

R CAUSE: The State m ay term inate this Contract, in w hole or in part, im m ediately upon notice to Vendor if: (a) the State determ ines that the actions or inactions of Vendor, its agents, em ployees, or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) Vendor has notified the State that it is unable or unw illing to perform the Contract.

28.1.

If Vendor fails to perform to the State’s satisfaction any m aterial requirem ent of this Contract, is in violation of a m aterial provision of this Contract, or the State determ ines that Vendor lacks the financial resources to perform the Contract, the State shall provide w ritten notice to Vendor to cure the problem identified w ithin the period of tim e specified in the State’s w ritten notice. If not cured by that date the

State m ay either: (a) im m ediately term inate the Contract w ithout additional w ritten notice or (b) enforce the term s and conditions of the Contract.

28.2.

For term ination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable rem edies and dam ages.

29.

TERM

INATIO

N

FO

R CO

N

VEN

IENCE: The State m ay, for its convenience and w ith thirty (30) days’ prior w ritten notice to Vendor, term inate this Contract in w hole or in part and w ithout paym ent of any penalty or incurring any further obligation to Vendor.

Upon subm ission of invoices and proof of claim

, Vendor shall be entitled to com pensation for supplies and services provided in com pliance w ith this Contract up to and including the date of term ination.

30.

O

THER TERM

INATIO

N : The State m ay also term inate, in w hole or in part, this Contract w ithout advance notice pursuant to Section 32.

31.

SUSPEN

SIO

N

: The State m ay suspend, in w hole or in part, this Contract w ithout advance notice pursuant to

Section 32.

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023

32.

AVAILABILITY O

F APPRO

PRIATIO

N : This Contract is contingent upon and subject to the availability of funds. The

State, at its sole option, m ay term inate or suspend this Contract, in w hole or in part, w ithout penalty or further paym ent being required, if (1) the Illinois General Assem bly or the federal funding source fails to m ake an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20- 60), (2) the Governor or the Agency reserves funds, or (3) the Agency determ ines, in its sole discretion or as directed by the O ffice of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations or available funds for paym ent. Vendor w ill be notified in w riting of the failure of appropriation or of a reduction or decrease and the Agency’s election to term inate or suspend, in w hole or in part, as soon as practicable. Any suspension or term ination pursuant to this section w ill be effective upon the date of the w ritten notice unless otherw ise indicated.

33.

SUPPLEM

EN

TAL TERM

S: Notw ithstanding any provision to the contrary in Vendor’s supplem ental term s and conditions, or in any licensing agreem ent attached hereto: (a) the procuring Agency and the State do not w aive sovereign im m unity (including all rights provided in the State Law suit Im m unity Act, 745 ILCS 5); (b) the procuring Agency and the State do not consent to be governed by the law s of any state other than Illinois; (c) the procuring Agency and the State do not consent to be represented in any legal proceeding by any person or entity other than the Illinois Attorney General or his or her designee; (d) the procuring Agency and the State shall not be bound by the term s and conditions contained in any click-w rap agreem ent, click-w rap license, click-through agreem ent, click-through license, end user license agreem ent, or any other agreem ent or license contained or referenced in the softw are or any quote provided by Vendor, except as attached to this Contract; and (e) the procuring Agency and the State shall not indem nify Vendor or its subcontractors (including any equipm ent m anufacturers or softw are com panies); (f) Vendor shall indem nify the procuring Agency and State pursuant to the term s and conditions of the Indem nification and Liability clause of this Contract; (g) Vendor’s liability shall be governed by the term s and conditions contained in the Indem nification and Liability clause of this Contract; and (h) Vendor m ust ensure that all inform ation technology, including electronic inform ation, softw are, system s and equipm ent, developed or provided under this contract com plies w ith the applicable requirem ents of the Illinois Inform ation

Technology Accessibility Act Standards as published at (w w w .dhs.state.il.us/iitaa). 30 ILCS 587.

34.

SECURITY REQ

UIREM

ENTS: The State of Illinois has specific security requirem ents for inform ation and system s.

Vendor m ust ensure these requirem ents are fully understood and allocate sufficient project tim e and resources to address the security requirem ents.

An inform ation security risk assessm ent, data classification and system categorization process, and the subm ission of a system security plan m ust be com pleted and subm itted to the Departm ent of Innovation &

Technology, Division of Inform ation Security prior to the com m encem ent of system developm ent or solution delivery activities. Vendor m ust participate w ith the risk assessm ent and data classification and system categorization process. The form al risk assessm ent and data classification and system categorization process w ill be adm inistered by the Illinois Departm ent of Innovation &

Technology, Division of Inform ation Security. Vendor program and project m anagem ent personnel m ust ensure the coordination of these activities w ith State of Illinois program and project m anagem ent personnel.

If not specifically addressed in other Vendor Inform ation Technology Requirem ents, Vendor m ust adhere to State of Illinois and Illinois Departm ent of Innovation &

Technology technology and security

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023

Policies, Procedures, and Standards.

https://w w w

2.illinois.gov/sites/doit/support/policies/Pages/default.aspx

Vendor m ust also adhere to a m inim um security baseline as identified in the National Institute of Standards and Technology (NIST) Special Publication 800-53, Revision 5, Security and Privacy Controls for Federal System s and O rganizations. https://doi.org/10.6028/NIST.SP.800-53r5. If not specifically addressed in other Vendor Inform ation Technology Requirem ents, Vendors m ust assure the adoption of, at m inim um , the low security control baselines. Exceptions to this requirem ent m ust be approved by the Illinois Departm ent of Innovation & Technology, Division of Inform ation Security.

Cloud solutions m ust adhere to recom m endations of the Cloud Security Alliance. Vendors m ay find guidance and cross-referencing to the NIST 800-53, Revision 5 w ith the Cloud Security Alliance controls at CSA (cloudsecurityalliance.org).

State and Federal law s, rules, and regulations as w ell as industry-specific guidelines require specific and often enhanced security controls on inform ation and system

s. The State of Illinois is required to com ply w ith the below law s, standards, and regulations. Vendors m ust ensure com pliance w ith the below as appropriate based upon the form al risk assessm ent to include a data classification and system categorization process.

Illinois Identity Protection Act (5 ILCS 179)

Illinois Personal Inform ation Protection Act (815 ILCS 530)

The Fam ily Educational Rights and Privacy Act (“FERPA”) (20 U.S.C. § 1232g; 34 CFR Part 99)

Federal Bureau of Investigations Crim inal Justice Inform ation Services (“CJIS”) Security Policy, version 5.5, issued June 26, 2016

Federal Centers for M edicare & M edicaid Services (“CM S”) M

ARS-E Docum ent Suite, Version 2.0

Catalog of M inim um Acceptable Risk Security and Privacy Controls for Exchanges Novem ber 10, 2015.

Federal Centers for M edicare & M edicaid Services Inform ation Security Acceptable Risk

Safeguards (“ARS”) CM S M inim um

Security Requirem ents Version 2.0 Septem ber 20, 2013.

35.

STATE SUPPLEM

ENTAL PRO

VISIO

NS

Agency Definitions

IS

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023

Required Federal Clauses, Certifications and Assurance

Public W orks Requirem ents (construction and m aintenance of a public w ork) 820 ILCS 130/4.

PREVAILING W

AGE ACT: This Contract calls for the construction of a “public w ork”, w ithin the m eaning of the Illinois Prevailing W age Act, 820 ILCS 130/.01 et seq. (“the Prevailing W age Act”). The Prevailing W age Act requires vendors and subcontractors to pay laborers, w orkers and m echanics perform ing services on public w orks projects no less than the current “prevailing rate of w ages” (hourly cash w ages plus am ount for fringe benefits) in the county w here the w ork is perform

ed. The Code requires vendors that are aw arded certain service contracts to pay service w orkers no less than the general prevailing w age rates of hourly w ages (hourly cash w ages plus am ount for fringe benefits) in the county w here the w ork is perform

ed. The Illinois Departm ent of Labor publishes the prevailing w age rates on its w ebsite at http://labor.illinois.gov. The Illinois Departm ent of Labor revises the prevailing w age rates, and Vendor and any subcontractors have an obligation to check the Illinois Departm ent of Labor’s w ebsite for revisions to prevailing w age rates. Please refer to the Illinois Departm ent of Labor’s w ebsite. Vendor and any subcontractors rendering services under this Contract m ust com ply w ith all requirem ents of the Prevailing

W age Act and Code, including but not lim ited to, all w age requirem ents and notice and record keeping duties.

Prevailing W age (janitorial cleaning, w indow cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at m ore than $200 per m onth or $2,000 per year) 30 ILCS 500/25-60.

PREVAILING W

AGE ACT: This Contract is a service contract subject to the prevailing w age requirem ents of the Illinois Procurem ent Code, 30 ILCS 500/25-60 (the “Code”). The Prevailing W age Act requires vendors and subcontractors to pay laborers, w orkers and m echanics perform ing services on public w orks projects no less than the current “prevailing rate of w ages” (hourly cash w ages plus am ount for fringe benefits) in the county w here the w ork is perform

ed. The Code requires vendors that are aw arded certain service contracts to pay service w orkers no less than the general prevailing w age rates of hourly w ages (hourly cash w ages plus am ount for fringe benefits) in the county w here the w ork is perform

ed. The Illinois Departm ent of Labor publishes the prevailing w age rates on its w ebsite at http://labor.illinois.gov. The Illinois Departm ent of Labor revises the prevailing w age rates, and Vendor and any subcontractors have an obligation to check the Illinois Departm ent of Labor’s w ebsite for revisions to prevailing w age rates.

Please refer to the Illinois Departm ent of Labor’s w ebsite. Vendor and any subcontractors rendering services under this Contract m ust com ply w ith all requirem ents of the Prevailing W age Act and Code, including but not lim ited to, all w age requirem ents and notice and record keeping duties.

EM

PLOYM

ENT O

F ILLINO

IS W

O

RKERS O

N PUBLIC W

O RKS: In a period of excessive unem ploym ent rates, State vendors (1) constructing or building any public w orks or (2) cleaning-up and disposing on-site of hazardous w aste, and that clean-up or on-site disposal is funded or financed in w hole or in part w ith

State funds or funds adm inistered by the State, are required to em ploy at least 90% Illinois laborers on such project. For projects involving clean-up and on-site disposal of hazardous w aste, em ergency

IS

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State of Illinois Chief Procurem ent O ffice General Services

BOA under $50,000 V.23.2 DoIT Legal M arch 2023 response or im m ediate rem oval activities are excluded. This requirem ent applies to all labor w hether skilled, sem i-skilled, or unskilled, w hether m anual or non-m anual.

A period of excessive unem ploym ent rates is defined as any m onth im m ediately follow ing tw o consecutive calendar m onths during w hich the level of unem ploym ent in the State of Illinois has exceeded 5% as m easured by the United States Bureau of Labor Statistics in its m onthly publication of em ploym ent and unem ploym ent figures.

Any public w orks project financed in w hole or in part by federal funds adm inistered by the State of

Illinois is covered under the provisions of this requirem ent, to the extent perm itted by any applicable federal law or regulation. 30 ILCS 570.

Vendors m ay receive an exception from this requirem ent by subm itting a request and supporting docum ents certifying that Illinois laborers are either not available or are incapable of perform ing the particular type of w ork involved. The certification m ust: (a) be subm itted to the Agency w ithin the first quarter of the Contract term

; (b) provide sufficient support that dem onstrates the exception is m et; (c) be signed by an authorized signatory of Vendor; and (d) be approved by the Agency.

ILLINO

IS W

O

RKS JOBS PROGRAM

ACT (30 ILCS 559/20-1 et seq.): For a contract that utilizes appropriated capital funds in w hole or in part, involves the construction of a public w ork, and has w ith an estim ated total project cost of $500,000 or m ore, Vendor m ust com ply w ith the Illinois W orks

Apprenticeship Initiative (30 ILCS 559/20-20 to 20-25) and all applicable adm inistrative rules. The

“estim ated total project cost” is a good faith approxim ation of the costs of the entire project. The goal of the Illinois Apprenticeship Initiative is that apprentices w ill perform either 10% of the total labor hours actually w orked in each prevailing w age classification or 10% of the estim ated labor hours in each prevailing w age classification, w hichever is less. Vendor m ay seek from the Departm ent of Com m erce and Econom ic O pportunity (“DCEO”) a w aiver or reduction of this goal in certain circum stances pursuant to 30 ILCS 559/20-20(b). Vendor m ust ensure com pliance for the life of the entire project, including during the term of the Contract and after the term ends, if applicable, and w ill be required to report on and certify its com pliance.

Agency Specific Term s and Conditions

Click here to enter text.

O ther (describe)

Click here to enter text.

IS

TAXPAYER IDENTIFICATIO

N NUM

BER

I certify that:

The num ber show n on this form is m y correct taxpayer identification num ber (or I am w aiting for a num ber to be issued to m e), and

I am not subject to backup w ithholding because: (a) I am exem pt from backup w ithholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup w ithholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified m e that I am no longer subject to backup w ithholding, and

I am a U.S. person (including a U.S. resident alien).

If you are an individual, enter your nam e and social security num ber (“SSN”)as it appears on your Social Security Card.

If you are a sole proprietor, enter the ow ner’s nam e on the nam e line follow ed by the nam e of the business and the ow ner’s SSN orem ployer identification num ber(“EIN”).

If you are a single-m em berlim ited liability com pany

(“LLC”)that is disregarded asan entity separate from its ow ner, enterthe ow ner’s nam e on the nam e line and the doing business as (“D/B/A”) nam e on the business nam e line and enter the ow ner’s SSN or EIN.

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

For allother entities,enterthe nam e of the entity as used to apply forthe entity’s EIN and the EIN.

Nam e:

Click here to enter text.

Business Nam e:

Taxpayer Identification Num ber:

Social Security Num ber: Click here to enter text.

or

Em ployer Identification Num ber: Click here to enter text.

Legal Status (check one):

Individual Governm ental

Sole Proprietor Nonresident alien

Partnership

Estate or trust

Legal Services Corporation Pharm acy (Non-Corp.)

Tax-exem pt

Pharm acy/Funeral Hom e/Cem etery (Corp.)

Corporation providing or billing Lim ited Liability Com pany m edical and/or health care services

(select applicable tax classification)

Corporation NO T providing or billing

C = corporation m edical and/or health care services

P = partnership

Signature of Authorized Representative:

Date:

State of IllinoisChief Procurem ent O ffice General Services

Taxpayer Identification Num ber

V.23.2 DoIT Legal – M arch 2023