Contract-ISF B and G-Elevator R and M~4.docx

STATE OF ILLINOIS

TAXPAYER IDENTIFICATION NUMBER

Illinois Department of Agriculture

State of Illinois Contract v.25.4

Illinois Department of Agriculture Contract AGR-ISF B and G-Elevator Repair and Maintenance B-50551

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 The Illinois Dept of Agriculture – Bureau of Springfield Building and Grounds is seeking quotes for Repair, Maintenance and Testing services on the elevators at Du Quoin Building and Grounds.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1 This contract will include the furnishing of all labor, materials and equipment necessary to provide a high-quality preventive maintenance program and accomplishment of all general and repairs, replacements and services to elevators listed below.

1.2.1.1 MAIN AG BUILDING, MACHINE NUMBER H015519 - One (1) Westinghouse, hydraulic, passenger, 2500# capacity, speed 100’ minute, 3 floors.

1.2.1.2 JUNIOR LIVESTOCK BUILDING, MACHINE NUMBER H015515 - One (1) Long, hydraulic, passenger, 4000# capacity, speed 100’ minute, 2 floors.

1.2.1.3 EXPO BUILDING, MACHINE NUMBER H015517 - One (1) Long, hydraulic, passenger, 4000# capacity, speed 100’ minute, 2 floors.

1.2.1.4 GRANDSTAND, MACHINE NUMBER H015511 - One (1) Long, hydraulic, passenger, 2500# capacity, speed 100’ minute, 2 floors.

1.2.1.5 ILLINOIS BUILDING, MACHINE NUMBER T005388 - One (1) Long, geared, passenger, 2500# capacity, speed 100’ minute, 5 floors.

1.2.1.6 EMERSON BUILDING, MACHINE NUMBER H015521 - One (1) Long, hydraulic, passenger, 4500# capacity, speed 100’ minute, 3 floors.

1.2.1.7 LIVESTOCK CENTER, MACHINE NUMBER H015513 - One (1) Long, hydraulic, passenger, 2500# capacity, speed 100’ minute, 2 floors.

1.2.1.8 COLISEUM, MACHINES NUMBER- T009691 & T009692.

1.2.2 TRACTION/CABLE ELEVATORS: The Vendor will regularly and systematically examine, clean, adjust and lubricate as required, and if conditions warrant, repair and/or replace the following to include, but not be limited to:

1.2.2.1 Elevator Machine - including worm and gear, thrust bearings, drive sheave, drive sheave shaft bearing; brake including brake pulley, brake coil, brake contact, linings and component parts.

1.2.2.2 Motor and Motor Generator - including auxiliary rotating systems, (tachometer, regulators and the like) motor windings, rotating elements, commutator, brushes, brush holders and bearings.

1.2.2.3 Governor - including governor sheave and shaft assembly, bearings, contacts and jaws.

1.2.2.4 All Idler Sheaves - including deflector or secondary, car and counterweight, compensation and related bearings; governor tension assemblies.

1.2.2.5 Controller and Various Relay Panels - including all relays, contactors, solid state components, resistors, condensers, transformers, contacts, shunts, mechanical or electrical timing devices, computer devices.

1.2.2.6 Selectors - including selector drive (tape, wire or cable) and all mechanical and electrical drive components.

1.2.2.7 Hoistway Door Interlocks - or locks and contacts, hoistway door hangers and tracks, bottom door guides and auxiliary door closing devices, hoistway limit switches.

1.2.2.8 Guide Shoes - including rollers or gibs or replaceable liners.

1.2.2.9 Buffers - including spring or oil; switches seals and packing.

1.2.2.10 Automatic Power Operated Door Operator - door protective devices, car door hanger, track, threshold and car door contact; load weighing equipment; car frame, car safety mechanism, platform, tile floor covering in the elevator car. All necessary repairs to doors and gates.

1.2.2.11 Fixtures - car and hall button stations, master indicator and control panels, all signal fixtures including contacts, buttons, key switches and locks, lamps and sockets, position and direction indicators.

1.2.2.12 Repair and replace the conductor traveling cables and the elevator control wiring in the hoistway and machine room.

1.2.2.13 Replace all wire hoist ropes as often as is necessary to maintain the recommended factor of safety, equalize the tension on all hoisting ropes.

1.2.2.14 Properly lubricate the guide rails as often as is necessary except where roller guides are used.

1.2.2.15 Where applicable, check the group dispatching systems and make necessary tests to ensure that all circuits and time settings are properly adjusted to provide the best possible overall service to the limitations of the equipment.

1.2.2.16 Periodic cleaning of elevator hoistways and pits, draining of gear case and refilling with new gear oil, check sump pump operating properly where applicable.

1.2.3 HYDRAULIC ELEVATORS (including aforementioned requirements as may be applicable): The Vendor will regularly and systematically examine, clean, adjust and lubricate as required, and if conditions warrant, repair and/or replace the following to include, but not be limited to:

1.2.3.1 Elevator pumping unit, motor, plunger, packing seals, V-belts, strainers, valves, regulators, exposed piping, hydraulic tank and tank fluid, controllers including relays, contacts, timers, coils, magnet frames and control wiring.

1.2.3.2 Re-lamp all signals during regular service time only.

1.2.3.3 Vendor agrees to repair and/or replace traveling cable when necessary; to replace car guide shoes, gibs, and/or rollers when necessary to ensure proper operation and to keep the guide rails properly lubricated, when applicable.

1.2.4 Vendor shall make regular inspections (one per month) of elevators and provide an inspection checklist after each inspection.

1.2.5 Vendor shall maintain and service elevator machine room monitoring system.

1.2.6 All services are to be on the premises unless the major repair requires removal to Vendor's facility. Equipment shall not be removed from the facility prior to obtaining written permission from the Building and Grounds Manager.

1.2.7 All repairs will be discussed with and approved by the Building and Grounds Manager. Vendor shall maintain records of all work, maintenance and repairs and shall furnish copies of same to Building and Grounds Manager.

1.2.8 All parts, materials, supplies and equipment required in conjunction with the Monthly Maintenance will be provided by the Vendor at no cost to the Agency. Vendor shall maintain an adequate inventory of repair parts, accessories and supplies.

1.2.9 Vendor shall check in and out with Building and Grounds Manager and provide a written detail of service performed and parts utilized.

1.2.10 Vendor shall post "inoperable" signs on the doors of each floor of a "down" elevator and make the system for the down elevator inaccessible to accidental or industrial attempts to activate.

1.2.11 Only manufacturer’s authorized parts or authorized substitutions are to be used. All substitutions must be authorized by the Building and Grounds Manager. The vendor shall, if required, furnish satisfactory evidence as to the kind and quality of materials.

1.2.12 Preventive maintenance and routine repairs and service are to be performed during normal work hours and workdays.

1.2.13 Vendor shall establish and maintain a preventive maintenance schedule and inspection check list for all equipment. A copy of that schedule is to be provided the Building and Grounds Manager prior to contract start-up.

1.2.14 Upon contract expiration, all elevators are to be in safe and operational status thirty (30) days prior to contract expiration; contractor shall prepare a comprehensive report of operational status for the Building and Grounds Manager.

1.2.15 Vendor's employees shall be required to comply with all instructions issued by the Director of the Department of Agriculture or his/her authorized representative. The Vendor and their employees will comply with the building security procedures as may be required. The Vendor and their employees are prohibited from disturbing papers on desks, opening desk drawers or cabinets, use of telephones and/or office equipment or anything provided for official State of Illinois use.

1.2.16 The duration of this warranty and the remedies available to the State for breach of this warranty shall be as defined in, and subject to, warranties contained elsewhere in this contract, provided that notwithstanding any provision to the contrary in such warranty, at a minimum the remedies available to the State under this warranty shall include repair or replacement of any Product whose non-compliance is discovered and made known to the Vendor in writing within ninety (90) days after acceptance. If the Product is a system, the warranty shall commence after acceptance of the system notwithstanding any acceptance of any component of the system. Nothing in this warranty shall be construed to limit any rights or remedies the State may otherwise have under this contract with respect to defects.

1.2.17 Vendor will confine their operations when on-site to areas within the facility as determined by the Department of Agriculture. Vendor shall obtain and observe all site safety regulations provided by the Department of Agriculture.

1.2.18 Vendor shall assume responsibility for the health, safety and protections of its employees, sub-contractors, material, equipment and tools of the trade. Vendor will comply with the provisions in OSHA Publication 3077 “Personal Protective Equipment” and OSHA Publication 3079 “Respirator Protection.” The vendor will take necessary precautions when handling hazardous waste or contaminants.

1.2.19 Vendor will be responsible for ensuring the general safety of its employees, building tenants and visitors while working in specific areas of the facility. Vendor will ensure that no hazards are posed by their activities. Work areas will be cordoned off and free of any obstructions.

1.2.20 Vendor will be responsible for reporting employee illnesses or injuries and controlling and eliminating job site hazards. All employees of the vendor will sign in and out as instructed by the Building and Grounds manager.

1.2.21 Vendors employees will promptly notify the vendor and IDOA of unusual incidents, accidents or potential safety threats that may affect the site, tenants and/or visitors.

1.2.22 Vendor shall not use any State property such as tools, equipment, ladders, extension cords, mops, buckets, cleaning material, etc. Vendor shall supply all necessary items needed for each job. The State shall supply electricity and hot and cold water. The State will not be responsible for supplying storage for the vendor’s materials, tools, equipment, etc. or be liable for same. The job site will be kept clean of all unwanted residue, debris, material, empty cans and boxes, tools and equipment, etc. at the end of each working day.

1.2.23 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 IDOA Building and Grounds Manager or designee in writing and include the following: defective item, location of defective item, nature of defect and impact on building operation and detailed breakdown of material and labor cost for replacing. The replacement shall be made at once if authorized in writing by IDOA Facility Manager or designee. If the replacement item is not in stock, Vendor shall order it at once and make installation as soon as possible.

1.2.24 IDOA may request a written estimate and/or proposal on any repairs, replacements and/or work.

1.2.24.1 Estimates and proposals will be in writing with description of work to be performed and detailed breakdown of material, labor (not to exceed rate quoted under method and rate of compensation) and other cost and priced as per contract agreement.

1.2.24.2 If said work is authorized by the Building and Grounds Manager or designee, then work shall be performed on a time and material basis (as per contract agreement) not to exceed the estimate or proposal.

1.2.24.3 IDOA reserves the right to obtain additional estimates and/or proposals.

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

1.2.26 The Vendor shall not commence any work under this contract until they have obtained the approval and been issued a job work authorization order and/or purchase order number from the Building and Grounds Manager or designee. This number must appear on all of the Vendor’s job invoices and/or tickets, and billings.

1.2.27 The Vendor shall not commence any work under this contract until they have submitted verification and received IDOA approval that parts are being supplied to the State at the appropriate discount from List price.

1.2.28 At the completion of each job the Vendor's employee/s shall report to the Facility Manager or designee for approval of the work.

1.2.29 The Vendor shall not commence any work under this contract until they have submitted verification and received IDOA approval that parts are being supplied to the State at the appropriate discount from List price.

1.2.30 At the completion of each job the Vendor's employee/s shall report to the Facility Manager or designee for approval of the work.

1.2.30.1 Vendor's job work order/ticket shall be signed by the IDOA designee.

1.2.30.2 Vendor shall leave signed copy with the IDOA designee.

1.2.30.3 A separate work order/ticket will be written for each individual job or service performed.

1.2.30.4 The following information is required on all Vendor's work orders/tickets:

1.2.30.5 The Vendor shall maintain records of all work, maintenance and repairs provided under this Agreement and shall furnish copies of same to the Building and Grounds Manager and/or designee.

1.2.30.6 IDOA and its representatives shall, at all times, have access to review all work performed. The Vendor shall provide for such access and inspection.

1.3. MILESTONES AND DELIVERABLES:

1.3.1 Vendor shall prepare monthly summary reports of all maintenance activities accomplished and forwarded to the Building and Grounds Manger by the 20th working day of each month. Periodic meetings shall be scheduled to critique Vendor performance.

1.3.2 Vendor shall be responsible for all inspections and testing and possess and maintain current certificates as may be required by municipalities, county, state or federal governments.

1.3.3 Vendor shall schedule and pay for any third-party inspections/certifications required by the State Fire Marshal.

1.3.4 The Vendor shall maintain and possess all current Federal, State, County and City licenses that are applicable and required for the repair, maintenance, testing and certification of the Agency’s elevators.

1.3.5 All repairs, maintenance, testing and certifications must be in compliance with all applicable Federal, State, County and City laws, Codes, and American National Standard Safety Codes (ANSI) for Elevators.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1 Vendor and his/her employees shall be experienced and knowledgeable in the commercial, industrial and institutional elevator service maintenance business.

1.4.2 Vendor shall have been in the business of elevator repair and maintenance for at least five years prior to date of this contract.

1.4.3 SECURITY: Elevator repair and maintenance personnel must sign in upon entering the premises and sign out upon leaving. Sign-in-and-out sheets will be provided by the Building and Grounds Manager.

1.4.4 The State may conduct criminal and driver history background checks at State’s discretion.

1.4.5 The Vendor's employees shall maintain and possess all current municipal, county, State and/or federal licenses that are applicable and required for their trade.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1 Prices must be F.O.B. DESTINATION with all transportation and handling included in the Unit price.

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

1.6.1. Will subcontractors be utilized? |_| Yes |X| 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: Pricing shall be submitted in the following format:

2.3.1 Vendor shall provide a price for the entire five (5) year contract based on monthly maintenance and preventive cost, hourly labor rate Monday to Friday 8:00 AM to 5:00 PM, hourly labor rate Monday to Friday 5:00 PM to 8:00 PM and Saturdays, and hourly labor rate Sundays and Holidays. Vendor shall enter the price on the lines below (Section 2.3.2) and on Bid Buy.

2.3.2 Price Entering Below:

Monthly Cost to perform preventative maintenance program for elevators-1st Year: $________

Monthly Cost to perform preventative maintenance program for elevators- 2ND Year: $______

Monthly Cost to perform preventative maintenance program for elevators-3rd Year: $_______

Monthly Cost to perform preventative maintenance program for elevators-4th Year: $_______

Monthly Cost to perform preventative maintenance program for elevators-5th Year: $_______

35 Hours- Hourly Labor Rate: Mon-Fri 8 AM to 5 PM-1st Year: $________

15 Hours- Hourly Labor Rate: Mon-Fri 5 PM to 8 AM and Saturdays-1st Year: $_______

5 Hours- Hourly Labor Rate: Sundays and Holidays-1st Year: $______

35 Hours- Hourly Labor Rate: Mon-Fri 8 AM to 5 PM- 2nd Year: $_______

15 Hours- Hourly Labor Rate: Mon-Fri 5 PM to 8 AM and Saturdays-2nd Year: $_______

5 Hours- Hourly Labor Rate: Sundays and Holidays-2nd Year: $______

35 Hours- Hourly Labor Rate: Mon-Fri 8 AM to 5 PM- 3rd Year: $______

15 Hours- Hourly Labor Rate: Mon-Fri 5 PM to 8 AM and Saturdays- 3rd Year: $_____

5 Hours- Hourly Labor Rate: Sundays and Holidays- 3rd Year: $______

35 Hours- Hourly Labor Rate: Mon-Fri 8 AM to 5 PM-4th Year: $_______

15 Hours- Hourly Labor Rate: Mon-Fri 5PM to 8 AM and Saturdays - 4th Year: $_______

5 Hours- Hourly Labor Rate: Sundays and Holidays- 4th Year: $_______

35 Hours- Hourly Labor Rate: Mon-Fri 8 AM to 5 PM- 5th Year: $_______

15 Hours- Hourly Labor Rate: Mon-Fri 5 PM to 8 AM and Satudays-5th Year: $_______

5 Hours- Hourly Labor Rate-Sundays and Holidays- 5th Year: $________

Estimated cost for materials for the entire 5 YEAR TERM: $_________

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 Date of Execution- Five (5) Years. 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:

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.

5. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions Click here to enter text.

|_| Required Federal Clauses, Certifications and Assurances Click here to enter text.

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

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|_| 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.

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|_| Agency Specific Terms and Conditions Click here to enter text.

|_| Other (describe)

Illinois Department of Agriculture AGR-ISF B and G-Elevator Repair and Maintenance B-50551

VENDOR

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Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62702

Printed Name: Jerry Costello II

Official’s Title: Director

Legal Printed Name: Tess Feagans

Legal’s Title: General Counsel

Fiscal’s Printed Name: Judy Vollmar

Fiscal’s Title: CFO

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #:

· Project Title: AGR-ISF B and G-Elevator Repair and Maintenance

· Contract #:

· Procurement Method (IFB, RFP, Small Purchase, etc.): IFB

· BidBuy / Bulletin Reference #: B-50551

· BidBuy / Bulletin Publication Date:

· Award Code:

· Subcontractor Utilization? |_| Yes |_|No Subcontractor Disclosure? |_| Yes |_|No

· Funding Source:

· Obligation #:

· Other Preferences?

State of Illinois Chief Procurement Office for General Services Standard Illinois Certifications 30 ILCS 500/50-90 V.26.2

Vendor acknowledges and agrees that compliance with this subsection in its entirety for the term of the contract and any renewals is a material requirement and condition of this contract. By executing this contract Vendor certifies compliance with this subsection in its entirety and is under a continuing obligation to remain in compliance and report any non- compliance.

This subsection, in its entirety, applies to subcontractors used on this contract. Vendor shall include these Standard Illinois Certifications in any subcontract used in the performance of the contract.

A contractor or subcontractor that has entered into a contract for more than one year in duration for the initial term or any renewal term shall certify, by January 1 of each fiscal year covered by the contract after the initial fiscal year, to the applicable chief procurement officer of any changes that affect its ability to satisfy the requirements of Article 50 of the Procurement Code pertaining to eligibility for contract award.