Contract B-46012 JPMC Dishwashing Supplies Institutional~1.docx

The following information will become the contract between the awarded vendor and Central Management Services. Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements”.

Central Management Services Contract JPMC Dishwashing Supplies, Institutional

25-416CMS-BOSS4-P

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1 OVERVIEW AND PURPOSE:

To establish a joint purchase master contract (JPMC) for dishwashing chemical compounds, concentrated rinse additives, concentrated lime solvents, and dishwashing supplies for automatic dish washing machines to be purchased on an as-needed basis during the contract period.

This JPMC may be utilized by all governmental units and qualified not-for-profit agencies as defined in Section 5 of this Contract.

1.2 SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1 The vendor will provide dish washing chemical compounds, concentrated rinse additives, concentrated lime solvents, and dish washing supplies for automatic dishwashing machines on an as-needed basis.

1.2.2 Packaging or formulation changes affecting product performance will not be made during contract period without prior written advisement and approval of Central Management Services (CMS).

1.2.3 Dishwasher Dispensing Systems: Vendor shall furnish, install, and maintain modern electronic dispensing systems (including, but not limited to dispensers, injectors, controllers, parts and auxiliary items) of standard design and compatible with each user’s dishwashing machine (see list of currently installed State Agency machines requiring dispensing systems, section 1.2.9). At no additional charge, Vendor shall provide all needed training and technical assistance during the term of the contract.

1.2.4 Vendor’s Dispensing System shall:

1.2.4.1 Dispense products from any size reservoir or shipping container bid by Vendor, in accordance with agreed dilution ratio regardless of fluctuations in the flow or pressure of water or of electric voltage.

1.2.4.2 Have audio and visual alerts of system failure and empty product reservoir. Visual alert shall consist of readily seen warning light. Audio warning shall be clearly audible over operational noise in dish washing area.

1.2.4.3 Be replaceable at end of term without interruption of service, damage to machine (conductivity cell hole acceptable) or cost to the user for parts or labor. At the time that the equipment is no longer needed, the Vendor may be asked to remove the equipment from State property at no charge.

1.2.4.4 Be adjusted to provide product concentrations at the level bid (the ordering entity may direct the service technician to adjust the concentration to meet local conditions). It is preferred that the ordering entity personnel be able to adjust the concentration in the absence of the technician.

1.2.5 Other Dispensing Systems:

1.2.5.1 At the request of the ordering entity, the Vendor shall provide pump, spray, and faucet attachment dispensers for detergent, sanitizer, and degreaser. Pump and spray devices shall be furnished at no additional charge. Devices and installation shall comply with all applicable State and Local Health Ordinances.

· Pump: Adjustable down-up stroke that can be readily attached/detached to product container.

· Spray: Trigger type, adjustable nozzle, attached to a sturdy, non-kinking, non-collapsing polyethylene hose of not less than twenty-four (24) inches in length and approximately one quarter (1/4) inch overall diameter which can be readily attached or detached from container.

· Faucet Attachment: Furnish, install, and maintain detergent dispenser designed specifically to dispense product directly from shipping container into flow of water from faucet. Must be compatible with any single or double faucets in use at the requesting facility and must not impede faucet travel. Shall have built-in antisiphon protection and shall be manufactured of or plated with a non-corrosive material. User must be able to easily and manually select either metered mixture or portable water. The attachment shall be available with chart of metering that yields economical and accurate dilution ratios.

1.2.6 Installation of Dispensing Systems:

1.2.6.1 The Vendor shall be responsible for coordinating with the ordering entity at each location regarding the installation of the equipment. Equipment shall be installed in a manner resulting in the least amount of disruption to routine, as determined by the staff person in charge. The equipment shall be installed during normal business hours unless alternate installation hours are agreed upon by the institution.

1.2.6.2 In the event a quantity of the previous vendor's product remains unused, the new Vendor and the ordering entity shall ensure the remaining products are used before new dispensers are installed unless the new vendor agrees to use the remaining supply in its dispensers.

1.2.6.3 When there is a change of vendors, new Vendor shall be responsible for removal of previous vendor's dispensing devices, operating equipment, and signs. Removal shall be performed professionally and with no interruption of service to the facility. Removed devices shall be turned over to the ordering entity for pick-up by previous vendor.

1.2.6.4 The installed dispensing system shall comply with all Local and State Health Recommendations, Ordinances and Statutes. Electrical devices shall be underwriter's lab (UL) approved. The dispensing system shall have the approval of the National Sanitary Foundation (NSF). Said installation shall meet or exceed OSHA standards for electrical, plumbing and safety.

1.2.7 Maintenance Visit Requirements:

1.2.7.1 Vendor must schedule regular maintenance visits with each institution at least 10 times per year, every 36 days or less, or as requested by the ordering entity. The schedule for maintenance visits must be coordinated with the ordering entity. .

1.2.7.2 At the request of the ordering entity, the Vendor shall furnish the maintenance technicians' names, address, telephone numbers and other information that may be required to perform security clearance checks prior to entering the facility.

1.2.7.3 Each maintenance visit must be documented with a report to the ordering entity (see section 1.3.1.4)

1.2.7.4 Maintenance visits and reports shall be at no additional charge.

1.2.7.5 During each maintenance visit, Vendor will be expected to:

• Inspect, clean, and properly maintain all dispensing equipment.

1.2.8 Repair Call Requirements

1.2.8.1 Vendor must provide emergency service within 6 hours of receipt of an emergency repair call.

1.2.8.2 Vendor must provide non-emergency repairs within 24 hours of receipt of a non-emergency repair call.

1.2.8.3 Emergency and non-emergency repair calls are at no additional charge.

1.2.8.4 A full report of the repair call shall be prepared by the repair technician and left on-site with the ordering entity.

1.2.9 Dishwashing Machines for which Dispensers are to be provided:

The following list may or may not be a complete list of dishwashing machines in operation at state governmental units. The awarded Vendor will be responsible for providing dispensing equipment to any facility that falls within the scope of this contract to include governmental units and qualified not-for-profit agencies. At the time of their order, the governmental unit or qualified not-for-profit agencies should indicate their dishwasher types on their purchase orders.

S/N 85-11048

321-2RPW

IL Youth Ctr. Pere Marquette - Grafton

Southwestern Corr. Ctr.- E. St. Louis

Western IL. Corr. Ctr. - Mt. Sterling

1.2.10 Testing

The Bureau of Strategic Sourcing (BOSS) reserves the right at any time during the contract to have a responsible third-party lab confirm compliance with specifications, including active ingredient claims and the dilution requirements of automatically dispensed products. Testing costs will be borne by the State unless testing finds the dispensing system failed to maintain the proper concentration of products or product composition varies from literature or other bid certifications. Testing will be conducted using any test method that Central Management Services (CMS) deems fair and suitable to determine compliance with the specifications. This may include use of tests recommended by American Society for Testing and Materials (ASTM). If test results reveal a variance from product bid certifications, contractor must replace product or equipment within 30 days or contract will be subject to cancellation.

1.2.11 Environmentally Responsible Attributes:

The following environmentally responsible attributes are strongly encouraged for products offered for bid:

· Use of renewable resources

· Biodegradable by standard methods and definitions

· Recycled-content product packaging and product shipping materials.

· Reusable or recyclable shipping boxes

· Concentrated formulas in product dispensers that measure quantities dispensed.

1.2.12 If an item becomes discontinued or otherwise not available during the term of the Contract, the Vendor may propose a substitution of equivalent or better product at no additional cost. This substitution is subject to the approval of the Central Management Services (CMS) Bureau of Strategic Sourcing (BOSS). The Vendor shall under no circumstances make unauthorized substitutions.

1.3 MILESTONES AND DELIVERABLES:

1.3.1 Reporting: At the request of the ordering entity or the Department of Central Management Services Bureau of Strategic Sourcing, the Vendor must furnish management and related reports pertinent to purchasing activity under the contract. In addition to the reports indicated below, the Vendor may be required to furnish other miscellaneous reports regarding contract activity as requested. The following reports shall be provided on the reporting schedule indicated below unless requested on a more frequent basis:

1.3.1.1 The Vendor shall report to the Department of Central Management Services Bureau of Strategic Sourcing (BOSS) an annual Contract Usage Report which includes all governmental units and not-for-profit agencies. This report shall be in a tab-delimited text file or an Excel spreadsheet that references the BidBuy Purchase Order (PO) Number, time period being reported, and must include the following:

PO Line Number, Description, Quantity, Ordering Entity

A sample of the report’s format is as follows:

1.3.1.2 Service Level Report: Vendor must be able to provide service level reports, providing information regarding the fill rate on all orders placed during the quarter. For the contract, fill rate will be defined to mean percent of line items shipped from a single location. Line items shipped from multiple locations will not qualify in determining the fill rate. The Vendor should be able to separately monitor the fill rate for selected catalog or stock items. For example, the Vendor should be able to monitor the fill rate on shipments of catalog items and report such fill rate separately. The service level report for each governmental unit or qualified not-for-profit agency shall be sent to them upon request.

1.3.1.3 Backorder Report: Vendor must be able to provide a backorder report to governmental units or qualified not-for-profit agencies as often as a weekly basis when requested. This report must, at a minimum, include the following information:

· Customer Order number

· Order submission date.

· Vendor catalog number

· Item description

· Quantity on back order

· Anticipated date of delivery

· Ordering entity (or if unknown, shipping location)

1.3.1.4 Maintenance Report

Maintenance report shall be submitted to the ordering entity at the conclusion of each maintenance visit and shall include at least the following:

· Name of institution.

· Date and time of visit.

· Make and model of dishwashing machine(s).

· Serial number of dishwashers, if multiple is on site.

· Detergent concentration by titration.

· Rinse agent concentration by titration.

· Explanation of concentration variance if not in accordance with

· concentrations bid and awarded.

· Wash water temperature.

· Rinse water temperature.

· General statement of machine's performance.

· Adjustments made to machine.

· Statement of needed machine repairs and recommended actions.

1.3.1.5 Other Management Reports: If the Vendor can provide other relevant reports not listed in this solicitation, the Vendor is expected to offer these reports with the other reports provided to the governmental unit or qualified not-for-profit agencies.

1.3.2 Safety Data Sheets: The Vendor is required to furnish a Safety Data Sheet (SDS) for each toxic substance shipped. Submission of Safety Data Sheets is required by the Illinois Toxic Substances Disclosure to Employees Act. 820 ILC 820 ILCS 255/1 ET SEQ, or subsequent amendment.

1.3.3 Initial Training and Materials:

1.3.3.1 Initial Training: At the time of dispensing system installation or within two days afterwards, initial training must be provided for correct usage of chemicals and maintenance of equipment. Training sessions will be scheduled based on facility requirements and will take place at a mutually agreeable time and date.

1.3.3.2 Training Materials: Training materials shall be provided in both English and Spanish.

1.3.3.3 Laminated instruction signs: laminated instruction signs in both English and Spanish must be provided to each facility at the time of training. These signs must be suitable for mounting on the wall and must include specific operating instructions, appropriate dilution instruction, applicable warnings and a Poison Control Center phone number that is staffed 24/7.

1.3.3.4 Training, training materials and instruction signs will be provided by the contractor at no additional charge to State and qualified not-for-profit agencies.

1.4 VENDOR/STAFF SPECIFICATIONS:

1.4.1 The Vendor shall be the manufacturer, or an authorized dealer or distributor of the commodities or equipment subject to this Contract. Any dealer hereby guarantees that it is an authorized dealer of the manufacturer, and that the manufacturer has agreed to supply the dealer with all quantities of products required by the dealer in fulfillment of its obligations under this contract with the State. Vendor must submit authorized dealer letter upon request.

1.4.2 Maintenance and repair technicians should have at least one year experience servicing dishwashing detergent dispensers, rinse injectors and institutional dishwashing machines and shall be fully trained in the manufacturer's dispensing systems. Proof of applicable experience must be provided to the ordering entity, upon their request.

1.4.3 The Vendor shall provide skilled, licensed, and certified workmen to install dispensing equipment in a professional manner. The installers shall abide by the policies of the institution, follow recognized safety procedures, and shall assume responsibility for cleaning and leaving the work area in an equal or better condition that it was found. The Vendor may be held liable for any damage resulting from negligence, improper installation techniques, etc.

1.5 TRANSPORTATION AND DELIVERY:

1.5.1 Delivery will be made F.O.B. Destination with all transportation and handling paid by the Vendor to any governmental unit or qualified not-for-profit agency location within the State of Illinois. Delivery locations will be identified on individual orders. Vendor shall coordinate delivery location requirements with ordering entity prior to shipment. The minimum order is $500 for F.O.B. Destination. For any order less than the minimum of $500, the additional freight charge will be added to the invoice as a separate line item and a copy of the freight bill will be submitted with the invoice for payment.

1.5.2 Packaging shall be manufacturer's standard and as close to as specified herein as practicable. Permanently affixed to each container and to each case shall be manufacturer's standard identification commercial typeset label which shall follow the Federal Hazardous Substances Labeling Act and applicable O.S.H.A. requirements. Label must resist deterioration and remain legible throughout the using period of contents.

1.5.3 Label shall clearly indicate at least the following in both English and Spanish:

· Generic identification of product.

· Name and address of manufacturer.

· Trade/brand name of product.

· Warning statement and precautionary handling instructions.

· Antidotal information as required.

· The statement "protect from freezing" (as applicable).

· Manufacturer's directions for use.

· Net contents.

· Active ingredients claim as required.

1.5.4 Packing lists showing order number provided to Vendor must be furnished with each shipment and must be shown on the outside of each shipping container along with the Vendor name.

1.5.5 Deliveries made to State Agencies will be delivered between 9:00 AM and 3:00 PM (Monday through Friday), excluding State holidays, unless pre-approved by the ordering entity.

1.5.6 Deliveries made to non-State Agencies will be arranged between the ordering entity and the Vendor.

1.5.7 There is no guarantee of quantities for actual orders or usage. Vendor shall furnish all requirements for the Contract period.

1.5.8 If Vendor is unable, or anticipates that it will not be able, to fulfill an order in accordance with the requirements of the Contract, Vendor will submit a request to delay order fulfillment to the ordering entity in writing within 72 hours of receipt of the applicable order and will include in such request its best estimate of the duration of the delay and the reasons for the delay. At the ordering entity’s discretion, the entity may choose to approve the delay or be relieved from its obligations to purchase any quantities of supplies or equipment in such order and may cancel such quantities effective upon notice to the Vendor. The ordering entity may elect to pursue alternative sources to fulfill the obligations of the canceled order. Vendor shall, at its own cost, use commercially reasonable efforts to remedy any shortage of supply and resume meeting the requirements of the Contract as soon as possible.

1.5.9 The Vendor shall furnish and install dispensing equipment within sixty (60) days of contract start date, or request of ordering entity.

1.6 SUBCONTRACTING:

Subcontractors are allowed.

1.6.1 Will subcontractors be utilized? |_| Yes |_| No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

1.6.2 Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3 If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.6.4 If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, 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 this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

1.7 WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

· Location where services will be performed: Click here to enter text

· Value of services performed at this location: Click here to enter text

· Location where services will be performed: Click here to enter text

· Value of services performed at this location: Click here to enter text

2. PRICING

2.1 TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated at the time it is submitted for obligation. The total price of this contract is estimated.

2.2 VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order.

2.2.1 Pricing must include all costs shipped F.O.B. destination and may not include any additional costs due to taxes (federal or otherwise) unless accompanied by proof the State is subject to the tax.

2.3 ECONOMIC ADJUSTMENTS:

2.3.1 Economic Adjustment General Information:

2.3.1.1 The prices in this Contract must remain firm for the first year after the execution date of the Contract. Thereafter, one upward price adjustment may be applied no more frequently than once during any given twelve (12) month period.

2.3.1.2 All adjustment requests shall be made in writing. Vendor shall not be entitled to apply an upward price adjustment without first obtaining approval of such request from the Department of Central Management Services Bureau of Strategic Sourcing (BOSS).

2.3.1.3 In the event a downward adjustment is warranted, the State reserves the right to adjust once during any given twelve (12) month period for this decrease. It will be the responsibility of the vendor to notify BOSS of any such decrease.

2.3.1.4 Requested adjustments shall include the contract number, item number, line number, bid price and requested price adjustment.

2.3.1.5 In all cases, the Vendor must file a claim in writing for such adjustment prior to the delivery of goods. In any event, the claim for such adjustment will not apply to release orders provided prior to the date the BOSS approved the economic adjustment request.

2.3.1.6 If the Vendor has unresolved complaints filed against it for non-delivery of or poor-quality service, its request may be denied until such time as all past complaints are resolved to the satisfaction of the State.

2.3.2 PPI Adjustments:

2.3.2.1 Maximum allowable adjustments shall be governed by the U.S. Bureau of Labor Statistics Producer Price Index (PPI) item number:

WPU06710401

Chemicals and Allied Products Soaps and Detergents, Commercial, Industrial, & Institutional.

The base PPI published index will be determined by the month of the bid opening date. If the bid opening date occurs in May, then the base PPI will be May’s published index.

The published PPI Index at the time of requested adjustment will be determined by the month and day the adjustment was submitted to BOSS regardless of whether it is a preliminary or final index publication.

2.3.2.2 No further adjustments will be made once the maximum allowable adjustment has been calculated for the given 12 months.

2.3.2.3 The maximum allowable adjustment shall be calculated as follows:

Maximum Allowable Price = A / B * C A = Bid Price B = Base PPI index (defined by time of bid opening) C = Published PPI index at time of requested adjustment

The U.S. Bureau of Labor Statistics web site can be located at HTTP://WWW.BLS.GOV/PPI.

2.3.2.4 Should the referenced producer price index (PPI) become discontinued during the contract, it will be replaced by an appropriate alternative PPI chosen by CMS and all adjustments will be calculated based on the same methodology as outlined above, but with data from the new replacement index.

2.4 MAXIMUM AMOUNT: This Joint Purchase Master Contract is an indefinite quantity contract.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: The contract will have an initial term of five (5) years commencing upon August 22, 2025, or the last dated signature of the Parties, whichever is later. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2 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.

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.

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.

3.3 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.

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

3.4 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 Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency 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.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1 PAYMENT TERMS AND CONDITIONS:

4.1.1 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 in Vendor’s invoices shall have no force or effect.

4.1.2 MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) 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.

4.1.3 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.

4.1.4 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 Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5 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 to the awarded Vendor in the notice of intent to award.

4.1.6 INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this 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.

4.1.6.1 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’s Illinois tax exemption number and Federal tax exemption information.

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

Send invoices to:

Agency:

Requesting Agency/Entity

Attn:

Requesting Agency/Entity

Address:

Requesting Agency/Entity

City, State Zip

Requesting Agency/Entity

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

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

4.3 SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this 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 Standard Illinois 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, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4 AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this 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.

4.5 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 this contract is being resolved unless otherwise directed by the State.

4.6 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.

4.7 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 this contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8 CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, 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 this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this 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 that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9 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 the confidentiality provisions of this contract.

4.10 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.

4.11 INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an 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 insurance in the 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 the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

4.13 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.

4.14 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.

4.15 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 immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16 APPLICABLE LAW:

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

4.16.2 EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3 COURT OF CLAIMS; ARBITRATION; SOVEREIN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. 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.

4.16.4 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).

4.17 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 this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18 CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does 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 or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19 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.

4.20 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.

4.21 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.

4.22 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 this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this 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.

4.23 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) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

4.24 SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the…