contract-template-v-25-4 Chicago Presort Mail Final B-49751~2.docx

Central Management Services Contract JPMC Chicago Metro Presort Mail

26-416CMS-BOSS4-B-49751

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

To establish a Joint Purchase Master Contract (JPMC) to enable governmental units and or qualified not for profit agencies to contract for efficient, cost-effective mail presort services in the Chicago Metro area, specifically the City of Chicago and Cook, DuPage, Lake and Will counties to provide the State with lower postal rates on an as needed basis during the contract period.

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

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

The Vendor will provide all necessary equipment, materials, and personnel for presorting, barcoding, bundling, and delivery of the State’s First-Class letter sized mail and First-Class flat sized mail according to the United States Postal Service (USPS) requirements while minimizing disruption of State activities.

The Vendor agrees to provide the following:

1.2.1. The Vendor will pick up the State’s First-Class letter-sized mail metered at the Mixed Automated Area Distribution Center (MAADC) rate and the State’s First-Class flat sized mail metered at the current 5-digit rate from various Chicago Metro locations, between 5:00 p.m. and 6:00 p.m. Monday through Friday, excluding official State and Federal holidays as specified by the USPS.

1.2.2. Pick-up is Central Management Services, the Department of Employment Security and the Illinois Student Assistance Commission (ISAC) (“Approved Locations”). Pick up at the ISAC location will be Monday through Friday, excluding official State and Federal holidays, anytime between 4pm and 5:30pm. Other approved locations may be added based on end user need upon written notice to the Vendor via email and written acceptance by the Vendor via email. No quantities are guaranteed and may vary considerably. The State reserves the right to change, add or delete State Agencies at any time throughout the Contract based on State/State Agency need, subject to the process stated above.

1.2.3. Locations for mail pick-up are as follows:

Central Management Services 555 W. Monroe St. Floor 1, Chicago, Illinois 60661

1.2.4. Vendor shall pick up special, large mailings on an as-needed basis. The State will notify the Vendor via email within 24-hours of the requested pickup, and the Vendor will promptly confirm its acceptance of the request via email. If the Vendor is unable to pick- up the special mailing when requested, Vendor must immediately notify the State via email and arrange pick up of the special mailing at the next available time.

1.2.5. The following is a list of State of Illinois recognized holidays: New Year’s Day, Martin Luther King Day, Lincoln’s Birthday, President’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veteran’s Day, General Election Day, Thanksgiving Day, and the Friday following Thanksgiving, and Christmas Day. Dates are subject to change without formal amendment. Please see the following hyperlink for a current list of State of Illinois holidays; https://cms.illinois.gov/personnel/employeeresources/stateholidays.html. Dates are subject to change without a formal amendment.

1.2.6. The need for services will be determined by the governmental units and or qualified not for profit agencies on an as needed or requested basis. No quantities are guaranteed and may vary considerably. The State reserves the right to change, add or delete governmental units and qualified not for profit agencies and office locations at any time throughout the contract based on governmental units and qualified not for profit agencies need.

1.2.7. Each State Agency can view and download its total number of pieces of mail processed by obtaining access to Vendor’s online account and tracking platform. If the Vendor's online account and tracking platform is inaccessible or a State Agency is unable to view or download such information, Vendor will provide a daily accounting slip showing the total number or mail processed for such Agency.

1.2.8. The State agrees to the following:

1.2.8.1. The State will make reasonable efforts to sort out non-qualifying or ineligible mail. The State’s non-qualifying or ineligible mail may be subject to return, exception handling fees, and/or USPS penalties. Upon receipt of appropriate documentation, the Vendor shall be reimbursed for all penalties or assessments levied against the Vendor by the USPS as a result of the State’s improper preparation and finishing of its mail; such reimbursement shall be deducted directly from any rebate owed by the Vendor to the State. The State may request that non-qualified or ineligible mail be returned. The presence of non-conforming mail does not absolve the Vendor from the service requirements of this contract. Non-qualifying or ineligible mail is defined as:

· Mail that does not meet the USPS definition of First-Class, automated-compatible letters as defined by the Domestic Mail Manual.

· Mail that does not meet the USPS definition of First-Class, automated-compatible flat as defined by the Domestic Mail Manual.

· Mail without a zip code.

· Mail without a proper postdate.

1.2.8.2. The State will provide the Vendor with sealed mail. The First-Class mail will be endorsed “Pre-sorted First-Class”. The State shall affix postage for each class of mail at the correct rate.

1.2.8.3. The State will separate First-Class letter-sized mail from First-Class or Marketing Class Mail f/k/a Standard-Class flat-sized mail before it is to be picked up by the Vendor.

1.2.8.4. The State will authorize and encourage the Vendor to seek value added refunds on mail that exceeds preparation requirements of presorted First- Class Mixed AADC automated, letter-sized mail. The State will provide the Vendor with a signed USPS Form 8096 authorizing the Vendor to apply for value added refunds. The Vendor may be asked to provide documentation relating to all promotional incentive refunds and/or rebates. The State reserves the right to negotiate with the successful Vendor on the use of any refunds and/or rebates. In the event the State is required to provide documentation relating to refunds and/or rebates in order to comply with a federal, state or local law, rule or regulation or an audit, the State will notify the Vendor and provide the Vendor a reasonable opportunity to object to the disclosure of such information to the requesting party. The State hereby authorizes the Vendor to receive and retain any USPS postage refunds, incentives or rebates based on the amount of the State’s mail that qualifies for any lower presort mailing rates to the Vendor, and all such refunds, incentives or rebates will become the property of the Vendor as part of its compensation for performance of the services barring the rebate amount due the State through this Contract.

1.2.8.5. Estimated volumes are not guaranteed; however, the Vendor shall furnish all requirements for the Contract period whether more or less than the provided estimate. Unknown State Agency program modifications and other factors may influence the volume. The State does not make any guarantees as to the volume of mail.

1.2.8.6. Chicago Metro is defined as the City of Chicago and Cook, DuPage, Lake, and Will Counties. See Map Referenced in Section 5.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. The vendor shall prepare all mailings according to the regulations of the USPS as outlined in the Domestic Mail Manual.

1.3.2. The Vendor shall, if requested or upon request, provide each governmental unit and/or qualified not-for-profit agency with a daily mail count report. If requested, the report shall be provided at the end of each week, due by Friday at 6:00 p.m. CST, and submitted via email to the designated contact of the respective governmental unit and/or qualified not-for-profit agency. The report shall include details on the total number of pieces of mail processed per governmental unit and/or qualified not-for- profit agency.

1.3.3. The Vendor shall provide reporting to CMS Bureau of Strategic Sourcing (CMS BOSS) if requested. Reporting may include but not be limited to, annual veteran hiring, contract usage, and payments to approved subcontractors certified through the State of Illinois’ Business Enterprise Program. Information to be submitted in a format designated by CMS BOSS (e.g., Excel spreadsheet, portal). Contract usage reporting must include payments received from all State Agencies, governmental units, and qualified not-for- profit agencies as applicable to this contract.

Vendor will submit a close-out report within 90 days of contract expiration that covers the same information since the last contract usage report.

Vendor will be expected to participate in performance monitoring that may include, but not be limited to required reporting, quality, delivery and value of goods and services, and customer service.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Vendor vehicles used to provide services and supplies must have visible logos and or language clearly identifying the Vendor providing services.

1.6. SUBCONTRACTING:

Subcontractors are allowed.

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

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

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

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

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

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

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

1.6.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

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

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

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

2. PRICING

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

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

2.2. ECONOMIC ADJUSTMENTS:

2.2.1. The current discount postage rates adopted by the USPS will take effect on the date set by the USPS.

2.2.2. All adjustments for the then current postage rates adopted by the USPS will be made in writing by the Vendor within a reasonable period of time prior to the rate adoption of the USPS in order to obtain CMS approval. Notwithstanding any other language in this Contract regarding pricing or changes, in the event the USPS adopts any new/revised postal regulations, procedures, incentives that directly affect the cost or provision of the services, Vendor may submit a price adjustment request to the State within a reasonable period of time in advance of the expected USPS change. Such request will be subject to CMS approval which will not be unreasonably withheld if authorized by the Illinois Procurement Code and applicable laws and regulations.

2.2.3. Any adjustment requested by Vendor will be only in response to the United States Postal Service changes and not the Vendor’s overhead, profit or other factors. No increase or change in the Vendor’s overhead, profit, or other factors will be approved. The State reserves the right to ask for invoices, published rate lists, or any other evidence establishing the rate change. Any price adjustment must coincide with or take effect on or after the date of the adjustment to the USPS rates and not before.

2.2.4. In the event a downward adjustment is warranted, the State reserves the right to adjust. It will be the responsibility of the Vendor to notify CMS of any such decrease.

2.2.5. Once approved, any adjustments to mail rates based on United States Postal Service pricing will require a formal amendment.

2.3. MAXIMUM AMOUNT: This is an indefinite quantity master contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term of six (6) years commencing upon the last dated signature of the Parties. 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:

Qualified Not for Profit Agency

Qualified Not for Profit Agency

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.

4.16. 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.

4.25. 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.

5. STATE SUPPLEMENTAL PROVISIONS

|X| Agency Definitions “Chief Procurement Officer” means the chief procurement officer appointed pursuant to 30 ILCS 500/10-20(a)(4).

“Governmental unit” means State of Illinois, any State agency as defined in Section 1-15.100 of the Illinois Procurement Code, officers of the State of Illinois, any public authority in Illinois which has the power to tax or any other public entity created by Illinois statute.

“Qualified not-for-profit agency” means any not-for-profit agency that qualifies under Section 45- 35 of the Illinois Procurement Code and that either (1) acts pursuant to a board established by or controlled by a unit of local government or (2) receives grant funds from the State or from a unit of local government.

The Chief Procurement Officer for General Services makes this contract available to all governmental units and qualified not-for-profit agencies.

Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in this contract for the items in this contract to all government units and qualified not-for-profit agencies.

The supplies or services subject to this Contract shall be distributed or rendered directly to each governmental unit or qualified not-for-profit agency.

Vendor shall bill each governmental unit or qualified not-for-profit agency separately for its actual share of the costs of the supplies or services purchased.

The credit or liability of each governmental unit or qualified not-for-profit agency shall remain separate and distinct.

Disputes between vendors and governmental units or qualified not-for-profit agencies shall be resolved between the affected parties.

All terms and conditions in this Contract apply with full force and effect to all purchase orders.

|X| Other (describe)

5.1. CHICAGO METRO MAP REFERENCE: See below.

6. ATTACHMENTS

6.1. Financial Disclosures (including Illinois Procurement Gateway print-off if applicable)

Central Management Services Contract JPMC Chicago Metro Presort Mail

26-416CMS-BOSS4-P-

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

Street Address: 300 W. Jefferson

City, State ZIP: Springfield, IL 62701

Printed Name: Raven DeVaughn by David W. Thomas

Official’s Title: Director by Agency Purchasing Officer

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 26-416CMS-BOSS4-R-281318

· Project Title: JPMC Chicago Metro Presort Mail

· Contract #: 26-416CMS-BOSS4-P-

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

· BidBuy / Bulletin Reference #: 26-416CMS-BOSS4-B-49751

· BidBuy / Bulletin Publication Date:

· Award Code:

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

· Funding Source:

· Obligation #:

· Other Preferences?

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