East Moline - HVAC Maintenance B-49227 IFB.docx

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

State of Illinois Contract v.25.4

Illinois Department of Corrections East Moline Correctional Center HVAC Maintenance

26-426DOC-EMOLI-B-49227

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: The East Moline Correctional Center seeks to establish a three (3) year contract to include parts and labor to provide general and emergency service for repair, maintenance, and minor alterations to the heating, ventilating, air conditioning, and chiller systems including but not limited to:

1.1.1. Distribution system

1.1.2. Chillers & Absorption machines

1.1.3. Air-cooled & direct expansion air conditioning units

1.1.4. Heating and cooling rooftop units

1.1.5. Water and air condensers

1.1.6. Evaporators

1.1.7. Air handling units & exhaust/ventilator fans

1.1.8. High- and low-pressure steam boilers

1.1.9. Water heaters

1.1.10. Centrifugal, circulating, condensate pumps

1.1.11. Heat exchangers/converters

1.1.12. Pressure reducing valve stations

1.1.13. Operating controllers

1.1.14. Temperature control systems

1.1.15. Pneumatic heating/cooling systems

1.1.16. Unit and equipment replacements

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Vendor will provide maintenance and repair service for the items listed in Section 1.1 according to manufacturer specifications and industry best practices.

1.2.2. Vendor agrees to furnish all labor, materials, tools, and equipment related to providing the services detailed within this contract.

1.2.3. Vendor will perform preventative maintenance, routine repairs and/or replacement and emergency service on HVAC equipment specified to the extent and the frequency necessary to ensure safe and uninterrupted operation.

1.2.4. Vendor shall establish and maintain a maintenance schedule and inspection checklist for all HVAC equipment at the Center. A copy of that schedule is to be provided to the Chief Engineer prior to the start of any work performed.

1.2.5. 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 Center prior to obtaining written permission from the Chief Engineer or Chief Administrative Officer.

1.2.6. Vendor will confine its operations when on-site to areas as determined by the Chief Engineer. Vendor shall obtain and observe all site safety regulations provided by the East Moline Correctional Center.

1.2.7. 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 Chief Engineer in writing.

1.2.8. Vendor shall maintain a stock of materials common to the repair of steam and hot water piping utilized throughout the Center in order to expedite repairs under emergency conditions.

1.2.9. Vendor shall, as necessary, instruct Center personnel in the use and maintenance of equipment and systems installed pursuant to this contract.

1.2.10. Vendor shall, as requested, furnish supplies, materials, parts, etc. at Vendor’s cost, for routine and/or preventative maintenance, repairs, replacement, etc. by Center staff.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Vendor will employ all reasonable care to ensure that all items listed in Section 1.1 are in safe, working condition throughout the duration of this contract.

1.3.2. Vendor shall respond to emergency service requests within 2 hours after notification for such service from the Chief Engineer or designee and must begin emergency repair work within 12 hours of notification.

1.3.3. Upon execution of this agreement, Vendor shall provide phone and email information to Center staff that can be used to contact Vendor in the event of an emergency.

1.3.4. Vendor shall respond to non-emergency service requests within (1) business day with a written estimate and/or proposal that includes a breakdown of material, labor, and other costs and will be priced as per the contract.

1.3.5. Estimate must be authorized by the Business Administrator, then work shall be performed on a time and materials basis, not to exceed the estimate or proposal.

1.3.6. Business Administrator will issue Vendor an authorization number upon approving estimate. Work performed without an approved estimate and authorization number will not be approved for payment.

1.3.7. Time basis for billable hours shall be as indicated for each Vendor staff member under “Time In” and “Time Out” on the Center’s Daily Sally Port Movement Log, DOC 0399. Travel time to and from the Center will not be compensated.

1.3.8. Materials shall be provided at Vendor’s cost. Vendor must provide the Center with Vendor’s suppliers’ invoices at time of billing to verify costs.

1.3.9. All work, material, parts, etc. shall be guaranteed for one year to be free of defects. Defective items shall be replaced during the first year of operation without cost (including labor cost) to the Center.

1.3.10. Callback services will be provided at no additional cost. At a minimum, this shall include repair or replacement of any product in which non-compliance is discovered and made known to the Vendor in writing within ninety (90) days after acceptance.

1.3.11. Vendor shall maintain records of all work, maintenance and repairs and shall furnish copies of same to Chief Engineer.

1.3.12. Vendor shall be familiar with the equipment and system to be serviced and maintain an adequate inventory of repair parts, accessories, and supplies.

1.3.13. Vendor shall make all repairs and ensure all applicable municipal, county, state and federal codes and laws are adhered to during repair process.

1.3.14. Preventative maintenance and routine repairs and service are to be performed during normal work hours and workdays, unless receiving prior authorization from the Chief Engineer.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor shall be experienced and knowledgeable in the HVAC repair and maintenance industry.

1.4.2. Vendor’s employees shall be qualified, experienced, and knowledgeable in performing the work and services required.

1.4.3. Vendor and its employees shall maintain and have current all municipal, county, and state and/or federal license/s that are applicable and required for their business.

1.4.4. Employees and vehicles of Vendor will enter and exit through Gate 2 located on 3rd Avenue, near 25th Street. Vendor vehicles will be searched prior to entrance into the Center.

1.4.5. Unattended vehicles must always be locked and at no time shall any vehicle be left unattended with the engine running or with the key in the ignition.

1.4.6. Vendor shall indicate the time and date of arrival at the work location on a Department of Corrections Form DOC-0399. Vendor shall sign in upon arrival and sign out prior to leaving the work location. Signing in or out must be done at the Security Gate in the presence of the Chief Engineer or designee. While on the premises, employees of the Vendor are required to wear Center-issued temporary identification cards issued by the Center.

1.4.7. Department of Corrections Chief Engineer and Vendor shall coordinate all scheduled work with minimal interference to employees and individuals in custody. The Chief Engineer will schedule the service work. All repairs will be discussed with and approved by the Chief Engineer before Vendor proceeds with them. All planned service work under this Contract shall be performed during normal workdays, which are Monday through Friday, less holidays, between 8:00 a.m. and 5:00 p.m. Vendor shall send only one serviceperson to perform service work unless additional servicepersons are pre-approved by the Chief Engineer. All work performed shall be rendered in the presence of the Chief Engineer or their designee.

1.4.8. Vendor shall provide all appropriate training certification(s) to the Center prior to the start of service indicating that it is qualified and able to provide the necessary, properly trained work force, materials, tools, and equipment to complete the services outlined in this contract. If there is a proprietary system involved, Vendor must provide irrefutable proof that it is authorized and able to service all proprietary systems, such as computer software, parts, or other components of the Original Equipment Manufacturer(s) associated with the services/repairs outlined in this contract.

1.4.9. Vendor shall provide a repair record for each repair or call-out service rendered, if applicable. The record shall include the nature of call, repairs made, and materials/labor utilized. The Chief Engineer shall sign the record and retain a copy for the Center.

1.4.10. If applicable, Vendor shall provide a list of all toxic substances it proposes to use in the completion of this contract. Before any service or repair begins, Material Safety Data sheets shall be supplied for all listed toxic substances to ensure the Center remains in compliance with the Illinois Toxic Substance Disclosure to Employees Act which states, “Employees must obtain a Material Safety Data Sheet for each toxic substance used, produced, or stored in the workplace to which employees may be exposed.”

1.4.11. Vendor is advised that asbestos contained materials and or suspected asbestos contained materials may be present at the Center.

1.4.12. Vendor and its employees are cautioned not to disturb, remove, or damage any material which may contain asbestos in performing the required service.

1.4.13. If during the performance of work, Vendor or its employees detect asbestos or suspected asbestos, they are to cease all work immediately and report it to the Chief Engineer and/or designee.

1.4.14. Vendor and its employees acknowledge that they are fully aware of the health hazards associated with asbestos exposures and will not engage in any work activities which may disturb and/or damage said material creating a potential hazard.

1.4.15. Vendor shall, as necessary, instruct Center personnel in the use and maintenance of equipment and systems installed pursuant to this contract.

1.4.16. Vendor workers will promptly notify Vendor and the East Moline Correctional Center of unusual incidents, accidents or potential safety threats that may affect the site, center employees, individuals in custody and/or visitors.

1.4.17. Vendor will be responsible for ensuring the general safety of its employees, employees of the East Moline Correctional Center, individuals in custody and visitors while working in specific areas of the Center. Vendor will ensure that no hazards are posed by its activities. Work areas will be cordoned off and free of any obstructions.

1.4.18. The Center shall provide electricity, hot and cold water.

1.4.19. Vendor shall not use any Center property such as tools, equipment, ladders, extension cords, mops, buckets, cleaning material, etc. Vendor shall supply all necessary items needed for each job.

1.4.20. The Center will not be responsible to provide storage for Vendor’s material, tools, equipment, etc. or be liable for same. Job site shall be kept clean of all unwanted residue, debris, material, empty cans and boxes, tools, and equipment, etc. at the end of each working day.

1.4.21. All security rules at East Moline Correctional Center will apply to employees of the Vendor including vehicles, machinery, and hand tools. An Outside Contractor Booklet will be issued for all on-site Vendor employees to review and acknowledge receipt of prior to start of the project.

1.4.22. Vendor shall submit names, dates of birth, and social security numbers of all employees that will perform on-site services within five (5) working days upon notification of contract award for security background screening. Vendor employees may be required to provide a urine sample as part of this process. Only Vendor employees who are approved by the Illinois Department of Corrections Central Screening Unit will be allowed to gain entrance into the Center.

1.4.23. All Vendor staff who perform on-site services may be required to undergo a urinalysis or blood test if there is reasonable suspicion to believe the individual’s ability to safely perform the activities required in this contract may be impaired, to any degree, as a result of the use of alcohol, drugs, or a combination of both.

1.4.24. Invoices shall be submitted to the East Moline Correctional Center Business Office once project is complete. Invoice shall be itemized and indicate the dates and types of services performed. The Chief Engineer and Business Administrator must reconcile and approve all invoices, monthly payments, etc. before processing payment to the Vendor.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Vendor will be responsible for shipping and/or delivery of the parts/equipment to the Center. Prices must be F.O.B. DESTINATION with all transportation and handling included and paid by Vendor.

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

· Subcontractor Name: Click here to enter text

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: East Moline Correctional Center, 100 Hillcrest Road, East Moline, IL 61244 Value of services performed at this location: 100%

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.

2.3. RENEWAL COMPENSATION: If the contract is renewed, the price shall be at the same rate as for the initial contract term, unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.3.1. Vendor’s renewal pricing is per the quote upon which the award was determined. Quote number _____________________. The awarded quote number will be entered by the State prior to execution of the contract.

2.4. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $__________________ 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: This contract has an initial term of three (3) years. If a start date is not identified, the term shall commence upon the last dated signature of the parties for a period of three (3) 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. ATTACHMENTS

5.1. Financial Disclosures

5.2. State of Illinois Offer Document

5.3. BidBuy Purchase Order

Illinois Department of Corrections East Moline HVAC Maintenance

26-426DOC-EMOLI-B-49227

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62794

Printed Name: Latoya Hughes / James Deen

Official’s Title: Director / CFO

Legal Printed Name:

Legal’s Title:

Fiscal’s Printed Name:

Fiscal’s Title:

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #:

· Project Title: East Moline HVAC Maintenance

· Contract #: 26-426DOC-EMOLI-B-49227

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

· BidBuy / Bulletin Reference #:

· BidBuy / Bulletin Publication Date:

· Award Code: A

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

· Funding Source:

· Obligation #:

· Other Preferences?

I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and I am a U.S. person (including a U.S. resident alien).

· If you are an individual, enter your name and SSN as it appears on your Social Security Card.

· If you are a sole proprietor, enter the owner’s name on the name line followed by the name of the business and the owner’s SSN or EIN.

· If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s name on the name line and the D/B/A on the business name line and enter the owner’s SSN or EIN.

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

· For all other entities, enter the name of the entity as used to apply for the entity’s EIN and the EIN.

Name: Click here to enter text.

Business Name: Click here to enter text.

Taxpayer Identification Number:

Social Security Number: Click here to enter text.

or Employer Identification Number: Click here to enter text.

Legal Status (check one):

Signature of Authorized Representative:

STATE OF ILLINOIS

TAXPAYER IDENTIFICATION NUMBER

PREVAILING WAGE CERTIFICATION

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”). 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 for fringe benefits) in the county where the work is performed.

The Department publishes the prevailing wage rates on its website at http://www.state.il.us/agency/idol/rates/rates.HTM. The Department revises the prevailing wage rates, and the contractor/subcontractor has an obligation to check the Department’s web site for revisions to prevailing wage rates. For information regarding current prevailing wage rates, please refer to the Illinois Department of Labor’s website. All contractors and subcontractors rendering services under this contract must comply with all requirements of the Act, including but not limited to, all wage requirements and notice and record keeping duties.

Pursuant to Illinois Revised Statutes Chapter 48 par. 39 s-1, all companies wishing to bid on State of Illinois Contracts for all public works projects must certify that their employees receive the prevailing wage rate and work under conditions prevalent in the locality in which the work is produced.

160 N. LaSalle Street Suite C-1300 Chicago, IL 60601 Phone: 312-793-2800 Fax: 312-793-5257 Springfield Office 900 S. Spring Street Springfield, IL 62704 Phone: 217-782-6206 Fax: 217-782-0596 Marion Office 2309 W. Main Street Suite 115 Marion, IL 62959 Phone: 618-993-7090 Fax: 618-993-7258

The undersigned firm certifies that wages paid to its employees are no less, and fringe benefits and working conditions of such employees are no less favorable than those prevailing in the locality where the contract is to be performed.

Wages for each occupation employed on this contract are:

Firm Name ________________________________________

By _________________________________________

Date _________________________________________

Note: If the Department of Labor has certified to the vendor that there is NO prevailing wage certified for the county in which the work is to be performed, the vendor shall enter “OO” along with the county name in the spaces provided above, sign and return this certification along with the bid.