Contract B-53038~1.docx

Illinois Department of Transportation Contract HVAC Services for District 4 Western Counties

27-494DOT-FINAD-B-53038 / 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

1.1.1. Illinois Department of Transportation requires a Vendor(s) to provide all materials, equipment, and labor necessary to provide HVAC maintenance and repairs throughout District 4 Western counties on an as-needed basis. The successful Vendor(s) will provide general and emergency services for repair, maintenance, and minor alterations to the heating, ventilation, and air conditioning systems, including by not limited to, direct digital controls, distribution systems, chillers, absorption machines, air cooled air conditioner units, heating and cooling roof-top units, water and air condensers, evaporators, direct expansion air conditioning units, air handling units, high and low pressure steam boilers, hot water boilers, centrifugal, circulating, condensate pumps, heat exchangers/converters, exhaust/ventilator fans, pressure reducing valve stations, operations controllers, and temperature control systems.

1.1.2. IDOT District 4 facilities are in the following counties: Knox, Henderson, McDonough, Mercer and Warren.

1.2. SUPPLIES AND/OR SERVICES REQUIRED

1.2.1. It is the intent of these specifications to establish and define the general and emergency services which are to be performed, and in addition, to determine the capability and experience of vendors that desire to provide such services.

1.2.2. The Vendor shall service, repair, and provide parts and supplies for the Department for the maintenance of District building facility HVAC systems owned by the Department.

1.2.2 Maintenance shall include but not limited to all repair, replacement, and adjustment of equipment in response to conditions discovered during routine inspection by the Department, equipment breakdown, improper operations or occupant complaint.

1.2.3 Repair work shall be scheduled for completion depending on priority, availability of parts, workload, and convenience of the Department.

1.2.4 Repair maintenance involving safety considerations or possible damage shall be responded to immediately.

1.2.5 Repair maintenance in response to occupant complaint shall be resolved as mutually agreed upon at the time of the call.

1.2.6 If for any reason a problem cannot be resolved within the time limit specified, the Vendor shall immediately notify the Department of the delay and give an estimate as to when the work shall be completed. In the event the Vendor cannot fulfill the order within a reasonable time, as determined solely by IDOT, IDOT reserves the right to contact the Secondary Vendor to fulfill the order. If there is no Secondary Vendor for a particular region, IDOT reserves the right to contact another vendor to perform the services.

1.2.7 The Vendor’s per hour labor rate shall include the prevailing wage basic rate and fringe benefits (Health & Welfare, Pension, and others), in accordance with the Illinois Prevailing Wage Act, 820 ILCS 130 et seq., and shall also include all employer expenses for FICA, Workmen’s Compensation, Liability Insurance, Unemployment Insurance, and other city, state or federal requirements regarding employees, cost and expenses for vehicles, tools or equipment associated with trade, supervision, and overhead.

1.2.8 The Vendor shall be available 24 hours a day, 7 days a week, to perform emergency services. Response time to an emergency call shall be no more than two hours. Response time begins with the receipt of the call from the Department. It shall be the Vendor's responsibility to promptly notify the Department if for any reason the Vendor cannot meet the response time. If the emergency response time exceeds two hours, the Department has the option of contacting the Secondary Vendor that region. If there is no Secondary Vendor for a particular region, IDOT reserves the right to contact another vendor to perform the services.

1.2.9 The Vendor shall provide necessary information (phone numbers, pager numbers, etc.) so that the Department can make contact during normal work hours as well as outside of business hours for notification of emergency work.

1.2.10 The Vendor must occupy an office and be engaged primarily in the provision of Heating, Ventilations, and Air Conditioning (HVAC) Services. The business and/or employees of this business should be located no more than a two (2) hour drive time from any site where services may be rendered. Response time to an emergency call shall be no more than two (2) hours. Response time begins with the receipt of the call from the Department.

1.2.11 Travel Time – No travel time is to be paid for any scheduled maintenance. Emergency service calls shall be charged at the emergency rate per hour described in BidBuy.

1.2.12 A designated representative of the Department shall meet with the Vendor and arrive at an agreement on the work to be performed and the timetable for performing the work.

1.2.13 The Vendor shall administer and enforce any warranties already in existence or future warranties provided by the equipment suppliers. The Vendor shall perform all work so that all warranties are maintained in full force and effect. If equipment repairs or replacement is covered by a warranty that includes cost of parts, equipment, and labor the Vendor shall not be entitled to additional reimbursement from the Department.

1.2.14 Vendor shall perform work while the building is occupied, therefore, reasonable care shall be taken to provide adequate safe access to the Department personnel and/or public.

1.2.15 The Vendor shall remove potential hazards in the environment resulting from the Vendor’s work or provide proper protection by placing appropriate warning signs such as signs, cones or barricades. Traffic Control and Protection shall be per Illinois Department of Transportation Standard Specifications and expenses therefore included in the hourly cost of the work being performed.

1.2.16 The Vendor shall supply all necessary items needed to perform the scope of this contract and shall not use any State property such as tools, equipment, ladders, extension cords, etc. to perform any work under the contract. When on-site, all equipment, materials, and supplies shall be stored and handled in a manner approved by the Department, meeting State and Federal requirements on Fire and Safety precautions.

1.2.17 All materials provided by the Vendor shall be new, unless otherwise stipulated by Department Staff, and in accordance with the standards specified.

1.2.18 The vendor may be asked to submit to the Department price lists for commonly used parts and materials (excluding miscellaneous hardware and supplies) that vendor expects to use in performance of this contract. The Department shall review and approve the price list(s) found to be reasonable, and will require the vendor to purchase necessary parts and materials from the approved sources. In cases where the vendor is required to acquire parts and supplies from alternate sources and at higher prices than approved list(s), the vendor shall receive the Department’s approval of the cost prior to purchase. The vendor shall be compensated at the vendor’s actual cost. The vendor shall submit Vendor Cost Invoices for parts and materials as proper documentation of costs upon billing the Department.

1.2.19 Work shall be done in accordance with current trade practices and shall be completed in compliance with applicable state and local codes such as those listed in the BOCA National Building Code 1999, and BOCA Mechanical Code 1993, National Electrical Code 2017 NFPA-70, Illinois State Plumbing Code 2014 (Section 890 of Title 77 of the Illinois Administrative Code), and additionally any other local city ordinance or local amendments that have been added to the above.

1.2.20 The Vendor shall report the existence of any defective equipment, controls, instruments and/or accessories which may require replacement or repairing. This information shall be given to the facility manager or their designee, and shall include:

1.2.20.1 Defective Item

1.2.20.2 Location of Defective Item

1.2.20.3 Nature of Defect and Impact on Building

1.2.20.4 Detailed Breakdown of Material and Labor Cost for Replacement

1.2.21 The replacement shall be made at once if authorized in writing by IDOT Building Manager or Engineer. If the replacement is not in stock, Vendor shall order at once and make installation as soon as possible.

1.2.22 If, while in the progress of work, a problem should arise that warrants assistance from other types of trade (i.e. electrical, plumbing, asbestos removal, etc.), the contractor shall notify the Department and contact a tradesman with whom the Department has an official contract to provide such services. The Department’s representative maintains a listing of current contract holders.

1.2.23 The Vendor shall be responsible for the cleanliness of the work space during and at the completion of each project. Upon completion of work, Vendor shall leave the work space in ‘broom clean’ condition. Additionally, the Vendor shall be responsible for protecting IDOT property which is directly related to the scope of work being performed at each IDOT facility.

1.2.24 When only one person is dispatched to perform work at the facility, the person will be a journeyman, tradesman, or equivalent. When the job requires more than one journeyman or equivalent, an apprentice or aid may accompany the journeyman. Prevailing wages must be paid to all workers.

1.2.25 Vendors are advised that asbestos containing materials (“ACM”) and/or suspected ACM may be present in the facilities. Vendor shall report the discovery of any ACM that may be disturbed or damaged during the performance of work to the facility asbestos coordinator and facility manager. Vendor and employees are cautioned not to engage in any work activities which may disturb, remove or damage any materials which may contain asbestos in performing the required service. Any contact, removal, replacement or repair of such material must be authorized by the IDOT District Field Asbestos Coordinator and must be performed by a licensed asbestos abatement contractor under contract with the State. IDOT strictly follows all Illinois Asbestos Abatement Authority, Illinois Environmental Protection Agency (IEPA, United States Environmental Protection Agency (USE), Illinois Department of Public Health and the Capital Development Board (CDB) regulations. Should there be an accident disturbance or damage to ACM by the vendor or his/her employees, said disturbance shall be immediately reported to the facility asbestos coordinator and facility manager.

1.2.26 Before payment is made, work shall be completed in every respect to the meaning and intent of the work order, drawings or specifications; the Vendor shall subject all work performed under the contract to such tests or other means of quality assurance as are applicable and customary for their trade that would effectively disclose any defects from the intended results; and meet with the approval of the Department.

1.2.27 All work shall be performed during normal working hours Monday through Friday, 7:00 a.m. – 4:00 p.m. and consists of an eight (8) hour workday. Saturdays and any time over an eight (8) hour workday shall be considered overtime. Holidays and Sundays shall be paid in accordance to the Holiday and Sunday Price Table. Emergency hours are defined and paid in accordance to overtime labor hourly rates.

1.2.28 The Vendor shall be licensed HAVC and shall be familiar with the equipment and systems to be serviced. The Vendor must maintain an adequate inventory of repair parts, accessories, and supplies. IDOT may purchase materials and parts direct from suppliers. Replacement parts may be used or reconditioned, at the discretion of Department Building Manager or Engineer.

1.2.29 The Vendor shall be responsible for coordinating work with utility companies, other contractors and government agencies, including the Department, so that the interference between activities will be avoided. The Vendor shall also ensure that all work is compliant with Illinois Underground Utility Facilities Damage Prevention Act, 220 ILCS 50. If required before starting work at a non-IDOT installation repair site, the Vendor shall call J.U.L.I.E at 800-892-0123. NOTE: IDOT INSTALLATIONS ARE NOT COVERED BY J.U.L.I.E LOCATES.

1.2.30 Vendor shall have staff report to the Department Project Manager upon both arrival and departure in the performance of the scope contained within this contract. The Vendor shall have staff write the exact times of arrival and departure for reporting for work in the security log book. In the event the Vendor is required to depart the work site in fulfilling the scope of work contained in this contract, the Vendor shall report, communicate, and gain prior approval by the Department Project Manager. The Vendor must receive prior approval from the Department Project Manager for performing scope of work off site to be considered for payment of labor hours. The Vendor shall enter in the remarks section of security log book any prior approved labor hours being performed off site and the reason for the offsite work. Vendor labor hour rate contained in Section 2.1 shall be paid when Vendor arrives and departs Department work site unless otherwise approved.

1.2.31 Illinois Department of Transportation may request a written estimate and/ or proposal on any repairs, replacements, and/or work exceeding $500.00

1.2.32 Estimates and Proposals shall be in writing. Estimates and Proposals must contain a description of work to be performed along with a detailed breakdown of material, labor, and other cost and priced as priced per project agreement and given to the Department for approval.

1.2.33 The Vendor shall not commence any work under this contract until written approval has been obtained and a work authorization order or purchase order number from the Department has been issued. This number shall appear on all the Vendor’s job invoices. Any work performed prior to this authorization process will not be paid for by the Department.

1.2.34 Vendor shall be required to perform services with their own employees or Union Hall workers and have adequate workers to fulfill the contract requirements. Subcontracting labor, for any purposes other than concrete work required for any project is not allowed.

1.2.35 The Vendor and their employees shall report to and sign in and out with the Department indicating times of arrival and departure with a brief description of services rendered, work order number, and location. Sign in and out times shall be indicated on Vendor’s job invoice and/or ticket.

1.2.36 At the completion of each job, the Vendor’s employee(s) shall report to the Department Representative for inspection and final approval of the work.

1.2.37 The Vendor shall maintain records of all work, maintenance, and repairs provided under this Agreement and shall furnish copies of the same to the Department upon request.

1.2.38 Replacement parts and other materials shall be sold at Vendor’s cost. The Illinois Department of Transportation shall require the contractor to provide copies of material suppliers' invoices to verify cost when billing the Department. The Illinois Department of Transportation may, at their discretion, require waivers of lien for materials prior to payment for goods and/or services.

1.3. MILESTONES AND DELIVERABLES: Vendor shall provide proof of Insurance coverage made out to Illinois Department of Transportation, 2300 S. Dirksen Parkway, Springfield, IL 62764, upon request.

1.4. VENDOR / STAFF SPECIFICATIONS:

1.4.1. Be responsible for securing all permits and licenses necessary for the performance of work identified in Section 1.1 and Section 1.2 in this contract.

1.4.2. Certify compliance with the Illinois Prevailing Wage Act by checking the box below:

1.4.2.1. This contract calls for the construction of a ‘public work’, within the meaning of the Illinois Prevailing Wage Act, 820 ILCS 130/.01 et seq. (“The Act”) or is a service contract subject to the prevailing wage requirements of the Illinois Procurement Code, 30 ILCS 500/25-60 (“The Code”). The Act requires contractors and subcontractors to pay laborers, workers and mechanics performing services on public works projects no less than the current “prevailing rate of wages” (hourly cash wages plus amount of fringe benefits) in the county where the work is being performed. The Code requires Vendors awarded certain service contracts to pay service workers no less than the general prevailing wage rate of hourly wages (hourly cash wages plus amount for fringe benefits) in the county where the work Is performed. The Illinois Department of Labor publishes the prevailing wage rates on their website at http://labor.illinois.gov. The Illinois Department of Labor revises the prevailing wage rates. All contractors and subcontractors rendering services under this contract must comply with all requirements of ‘The Act’ and ‘The Code’, including but not limited to, all wage requirements and notice and record keeping duties.

Vendor agrees to comply: ☐ Yes ☐ No Vendor shall be responsible for securing and utilizing the copies of the current prevailing wages in effect. Please visit: http://www.state.il.us/agency/idol/rates/ODDMO/County.htm for most current data.

1.4.2.2. The Vendor and/or their employees shall reclaim and/or recover all refrigerant and coolant from all air conditioning units and prohibit their discharge into the atmosphere. Vendor and employees are to be licensed and/or certified and maintain adequate equipment to perform said services per the Clean Air Act regulations. (https://www.epa.gov/laws-regulations/summary-clean-air-act)

1.4.2.3. The Vendor shall have a minimum of 4-years of experience within HVAC maintenance and repair services and shall provide proof upon request from District Staff.

1.5. TRANSPORTATION AND DELIVERY

The vendor shall be responsible for all costs associated with the transport of staff to and from work sites.

1.6. SUBCONTRACTING

1.6.1. Subcontractors are not allowed

1.6.2. Will subcontractors be utilized? |_| Yes |_| No

1.6.3. 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.

1.6.4. 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.

1.6.5. 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

1.6.6. If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.7. 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.

1.6.8. 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.

1.7.1.1. 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. The State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing. Freight should NOT be called out separately within the BidBuy line items but rather be included in the unit price.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $Click here to enter text without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending on December 31, 2026. 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.

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

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

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.

3.3.1.1. 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.

4.1.6.3. 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; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. 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 State and its personnel.

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

4.25.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

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

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

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

1. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions

|_| Required Federal Clauses, Certifications and Assurances

|_| Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

|X| Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

|X| Agency Specific Terms and Conditions

STATE OR FEDERAL AID SUPPLEMENTAL PROVISION

5.1.1 AGENTS AND EMPLOYEES:

Vendor shall be responsible for the negligent acts and omissions of its agents, employees and subcontractors in their performance of Vendor’s duties under this Contract. Vendor represents that it shall utilize the services of individuals skilled in the profession for which they will be used in performing services hereunder. In the event that the Agency/Buyer determines that any individual performing services for Vendor hereunder is not providing such skilled services, it shall promptly so notify Vendor and Vendor shall replace that individual.

5.1.2 PUBLICITY:

Vendor shall not, in any advertisement or any other type of solicitation for business, state, indicate or otherwise imply that it is under contract to the Agency/Buyer nor shall the Agency/Buyer’s name be used in any such advertisement or solicitation without prior written approval except as required by law.

5.1.3 CONSULTATION:

Vendor shall keep the Agency/Buyer fully informed as to the progress of matters covered by this Contract. Where time permits and Vendor is not otherwise prohibited from so doing, Vendor shall offer the Agency/Buyer the opportunity to review relevant documents prior to filing with any public body or adversarial party.

5.1.4 ACCOUNTING:

The Vendor shall be responsible for utilizing the appropriate provisions contained in Title 48, Code of Federal Regulations, subpart 31, as amended (Contract Cost Principles and Procedures) with respect to all costs associated with supplies and/or services the Vendor provides to the Agency/Buyer pursuant to the terms of this contract. The Vendor shall also maintain a proper accounting system in accordance with generally accepted accounting standards or Agency/Buyer directives. Information regarding the cost principles in Title 48, Code or Federal Regulations, subpart 31 (Contract Cost Principles and Procedures) may be viewed at the following website:

There are no third-party beneficiaries to this Contract. This Contract is intended only to benefit the State, the Agency/Buyer and the Vendor.

5.1.6 SUCCESSORS IN INTEREST:

All the terms, provisions, and conditions of the Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

5.1.7 VENDOR’S TERMINIATION DUTIES:

The Vendor, upon receipt of notice of termination or upon request of the Agency/Buyer, shall: