State of Illinois Contract v.25.4

STATE OF ILLINOIS - CONTRACT

Department of Central Management Services

JPMC Light Bulb Recycling Services

26-416CMS-BOSS4-P-98223

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 Department of Central Management Services (CMS), in agreement with the Chief Procurement Officer for General Services (CPO-GS), desires to establish a joint purchase master contract (JPMC) to provide efficient and cost-effecƟve light bulb pick-up and recycling services across the State on an as-needed basis during the contract period.

Vendor agrees to extend all terms and condiƟons, specificaƟons, and pricing or discounts specified in the resulƟng contract for the items in the resulƟng contract to all State Agencies.

This (JPMC) may be uƟlized by all Governmental Units and qualified not-for-profit agencies as defined in SecƟon 5 of this Contract.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. The vendor shall provide all labor, materials, and equipment necessary for removal of lightbulb recycling materials from all locaƟons within their contracted Regions.

1.2.2. Vendor will abide by all local, municipal, State and Federal laws pertaining to fluorescent/LED recycling, mercury, and hazardous waste.

AddiƟonal containers or drums will be provided by the vendor if requested or required by the State or any other governmental units and qualified not-for-profit agencies uƟlizing the service.

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1.2.3. The vendor’s lamp recycling equipment must be capable of separaƟng lamps into glass cullet, aluminum end-caps, and a mercury phosphor/calcium phosphate powder under a conƟnuous vacuum.

1.2.4. All glass, aluminum and copper shall be recycled for future use. Mercury phosphor/calcium phosphate powder shall be retorted to remove mercury to the extent possible and the mercury must be recycled if there is a market or use. Calcium phosphate powder cannot be used as a soil addiƟve. All mercury containing waste materials and process residuals must be processed through a retort/disƟllaƟon process so that as much mercury as possible will be recovered and properly managed. PCB waste and PCB contaminated materials shall be thermally destroyed at a TSCA approved incinerator.

The Vendor will process materials and waste material residuals for reuse in accordance with EPA guidelines.

1.2.5. All waste materials and process residuals shall be stored in DOT (Department of TransportaƟon) compliant containers. Closed containers that are compaƟble with the waste materials or process residual container shall be regularly inspected to confirm container integrity.

1.2.6. All waste materials contained in cardboard, fiberboard or similar containers whose integrity could be adversely affected by the elements shall be stored indoors. Sealed roll-off boxes and closed truck boxes shall be stored indoors or in a secured area on a curbed impenetrable surface. Waste materials shall not be stored at any facility for more than 30 days.

1.2.7. All waste materials and process residuals shall be processed, used, reused, reclaimed or disposed of only in the United States. A cerƟficate that documents and aƩest to the conversion, recycling, disposal, and/or destrucƟon of all waste materials and process residuals accepted and managed under the terms of this contract shall be provided to the User Agency or any other governmental units and qualified not-for-profit agencies.

1.2.8. The cerƟficate will include: the name of the Agency contact person, name and address of the Agency, date of conversion, recycling, disposal and/or destrucƟon, idenƟficaƟon of the waste material by waste stream as listed on the invoice, management/processing technology used, unique idenƟficaƟon number from shipping papers and unique idenƟficaƟon number from the associated invoice. The cerƟficate shall allow tracking of the waste materials from the user to the final facility. The cerƟficates for waste materials containing PCBs shall also conform to the requirements of 40 CFR 761.218.

1.2.9. Vendor will not crush bulbs at any service locaƟon.

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1.2.10. Regions Defined as Follows:

Region 1: CounƟes of McHenry, Lake, Kane, Kendall, Grundy, DuPage, Cook, will and Kankakee.

Region 2: CounƟes of Jo Daviess, Stephenson, Winnebago, Carroll, Ogle, DeKalb, Whiteside and Lee.

Region 3: CounƟes of Rock Island, Henry, Mercer, Henderson, Warren, Knox, Hancock, McDonough and Fulton.

Region 4: CounƟes of Bureau, Stark, Putnam, LaSalle, Marshall, Peoria, Woodford, Livingston, Tazewell, and McLean.

Region 5: CounƟes of Iroquois, Ford, PiaƩ, Champaign, Vermillion, Moultrie, Douglas, Edgar and Coles.

Region 6: CounƟes of Mason, Menard, Logan, DeWiƩ, Sangamon, Macon, ChrisƟan, Montgomery and Shelby.

Region 7: CounƟes of Adams, Brown, Schuyler, Cass, Pike, ScoƩ, Morgan, Calhoun, Greene, Jersey and Macoupin.

Region 8: CounƟes of Madison, Bond, FayeƩe, St. Clair, Clinton, Marion, Washington, Monroe, Randolph, Perry, Jefferson and Franklin.

Region 9: CounƟes of Effingham, Jasper, Crawford, Clay, Richland, Lawrence, Wayne, Edwards, Wabash, Hamilton and White.

Region 10: CounƟes of Jackson, Williamson, Saline, GallaƟn, Union, Johnson, Pope, Hardin, Alexander, Pulaski and Massac.

NOTE: See State of Illinois - Regional structure on the following page, as it relates to lightbulb recycling services.

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1.3. MILESTONES AND DELIVERABLES:

1.3.1. When picking up drums from State faciliƟes and other governmental units and qualified not-for-profit agencies, the vendor will provide empty, clean, and undamaged 55-gallon (fiŌy-five) drums to replace the drum being picked up. Each drum will come complete with a lid, a ring to seal the container and be free of any holes or leaks. If federal law changes and prohibits the crushing of lamps at service locaƟons during contract term, then vendor shall pick up uncrushed lamps.

1.3.2. Each locaƟon may be on a schedule or call the Vendor directly to arrange pick-up Ɵmes.

For locaƟons without a schedule, once the vendor is called to pick-up, the vendor has 14 days from the call to make the pick-up. Governmental units and qualified not-for-profit agencies are to coordinate accordingly with the vendor

1.3.3. Vendor Call-Back Fee: The Vendor may assess a call-back fee to Governmental Units and Qualified Not-for-Profit Agencies in accordance with the established line-item pricing.

This fee may be applied when a scheduled pickup cannot be completed due to customer unavailability, lack of access, or failure to provide adequate cancellaƟon noƟce.

1.3.4. CancellaƟon NoƟce: Governmental Units and Qualified Not-for-Profit Agencies shall provide the Vendor with no less than twenty-four (24) hours’ noƟce when canceling scheduled services. Failure to provide proper cancellaƟon noƟce will result in the applicaƟon of the Vendor Call-Back Fee.

1.3.5. The vendor shall provide CerƟficates to CMS I-Cycle/ Bureau of Property Management or governmental units and qualified not-for-profit agencies, as applicable within thirty (30) days of the conversion, recycling, disposal or destrucƟon of the waste materials.

1.3.6. The vendor will allow requests to add/delete service locaƟons and coordinate with the governmental units and qualified not-for-profit agencies to plan for the most cost-efficient method.

1.3.7. The vendor shall noƟfy the I-Cycle program if at any Ɵmes during the contract period, the vendor is made aware of laws, rules, or regulaƟons banning the crushing of bulbs on-site.

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1.3.8. The vendor will assign a control number along with a descripƟon and quanƟƟes of the materials picked up. This tracking number must follow each order picked up through the reclamaƟon process and it must be included on any invoice provided to the governmental units and qualified not-for-profit agencies.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor shall assume responsibility for the health, safety, and protecƟon of its employees, subcontractors, materials, equipment, and tools.

1.4.2. Vendor will ensure that no hazards are posed by their acƟviƟes.

1.4.3. Vendor employees will be knowledgeable in the dangers caused by the reclamaƟon of mercury from the fluorescent bulbs and ballasts.

1.4.4. Vendor is responsible for all cerƟficaƟons, licensures and insurance pertaining to these services.

1.4.5. Vendor contact info: The vendor will keep the state apprised of updated vendor contact informaƟon for operaƟonal issues and scheduling

1.4.6. The State may conduct at their expense criminal and driver history background checks of Vendor’s officers, employees or agents who would directly supervise or physically perform any of the contract requirements. If the State chooses to conduct a background check, the Vendor’s officers, employees, or agents must be cleared through the background check before entering the premises to commence work. Any officer, employee, or agent deemed unsuitable by the State must be immediately replaced. The Facility manager or designee will contact Vendor regarding the need to replace any permanent or temporary employee.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Vendor will provide all supplies and freight services necessary to provide safe transportaƟon to a processing facility while abiding by all Municipal, State, and Federal laws and regulaƟons.

1.5.2. The vendor will be responsible for loading and unloading materials into their trucks.

1.5.3. The vendor will not be allowed to invoice a “call back” charge for not providing the proper type of vehicle to accommodate pick-ups.

1.5.4. All pick-ups will be done during normal business hours of the governmental units v.25.4 and qualified not-for profit.

1.5.5. The vendor shall provide waste material handling and residual transportaƟon services, which include, but are not limited to, checking containers, loading, compleƟng paperwork, labeling, placarding, transporƟng the waste of materials and process residuals through final disposiƟon.

1.5.6. For pick-ups of bulbs, ballasts, or barrels, a minimum of one pallet (industry standard size) per pick-up is required.

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will Subcontractors be uƟlized? Yes No

A subcontractor is a person or enƟty that enters into a contractual agreement with a total value of $100,000 or more with a person or enƟty who has a contract subject to the Illinois Procurement Code pursuant to which the person or enƟty provides some or all of the goods, services, real property, remuneraƟon, or other monetary forms of consideraƟon 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 CerƟficaƟons completed by the subcontractor

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

Subcontractor Name: N/A

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 Ɵme during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly noƟfy, in wriƟng, 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 v.25.4

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 secƟon all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violaƟon of this provision, such acƟon may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locaƟons where the services required shall be performed and the known or anƟcipated value of the services to be performed at each locaƟon. If the Vendor received addiƟonal consideraƟon in the evaluaƟon based on work being performed in the United States, it shall be a breach of contract if the Vendor shiŌs any such work outside the Unites States.

LocaƟon where services will be performed: U.S.A.

Value of services performed at this locaƟon: 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 esƟmated at the Ɵme it is submiƩed for obligaƟon.

The total price of this contract is esƟmated.

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

2.3. MAXIMUM AMOUNT: This Joint Purchase Master Contract (JPMC) is an indefinite quantity contract.

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have a 60 Month Term, effecƟve upon the last dated signature of the parƟes. In no event will the maximum total term of the contract, including the iniƟal 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 execuƟon of the contract except when permiƩed 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 noƟce to the Vendor if: (a) the State determines that the acƟons or inacƟons 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 noƟfied the State that it is unable or unwilling to perform the contract.

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If Vendor fails to perform to the State’s saƟsfacƟon any material requirement of this contract, is in violaƟon 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 wriƩen noƟce to the Vendor to cure the problem idenƟfied within the period of Ɵme specified in the State’s wriƩen noƟce. If not cured by that date the State may either:

(a) immediately terminate the contract without addiƟonal wriƩen noƟce or (b) enforce the terms and condiƟons of the contract.

For terminaƟon due to any of the causes contained in this SecƟon, 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 wriƩen noƟce to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligaƟon to the Vendor.

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

3.4. AVAILABILITY OF APPROPRIATION: This contract is conƟngent upon and subject to the availability of funds. The State, at its sole opƟon, 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 appropriaƟon sufficient to pay such obligaƟon, 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 appropriaƟon(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discreƟon or as directed by the Office of the Governor, that a reducƟon is necessary or advisable based upon actual or projected budgetary consideraƟons. Contractor will be noƟfied in wriƟng of the failure of appropriaƟon or of a reducƟon 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 SecƟon 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 v.25.4 issued to the Vendor under the contract and deposit the fee in the Comptroller’s AdministraƟve 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 execuƟon of this contract by the ParƟes even if the effecƟve date of the contract is prior to execuƟon.

4.1.4. PREVAILING WAGE: As a condiƟon 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 respecƟve contracts, and

(iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, prinƟng, 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 noƟficaƟon of any rate changes under this subsecƟon. Vendor is responsible for contacƟng DOL at 217- 782-6206 or (hƩps://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be parƟally 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 noƟce of intent to award.

4.1.6. INVOICING: By submiƫng an invoice, Vendor cerƟfies 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 submiƩed 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.

A. 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 exempƟon number and Federal tax exempƟon informaƟon.

B. Vendor shall invoice at this compleƟon of the contract unless invoicing is Ɵed in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

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Send invoices to:

Agency: RequesƟng Agency

AƩn:

RequesƟng Agency

Address:

RequesƟng Agency

City, State Zip RequesƟng 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 wriƩen consent of the State.

4.3. SUBCONTRACTING: For purposes of this secƟon, 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 wriƩen approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an aƩachment if not already provided, the names and addresses of all authorized subcontractors to be uƟlized by Vendor in the performance of this contract, together with a descripƟon of the work to be performed by the subcontractor and the anƟcipated 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 fiŌeen

(15) days aŌer execuƟon of this contract. All subcontracts must include the same cerƟficaƟons that Vendor must make as a condiƟon of this contract. Vendor shall include in each subcontract the Standard Illinois CerƟficaƟon form available from the State. If at any Ɵme during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly noƟfy, by wriƩen 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 relaƟng 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 informaƟon 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 compleƟon of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or compleƟon of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its v.25.4 subcontractors must retain their respecƟve records for five (5) years. Books and records required to be maintained under this secƟon shall be available for review or audit by representaƟves of the procuring Agency, the Auditor General, the ExecuƟve Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental enƟƟes with monitoring authority, upon reasonable noƟce and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any invesƟgaƟon conducted by any of these enƟƟes. Failure to maintain books and records required by this secƟon shall establish a presumpƟon 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 examinaƟon 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 conƟnue to perform its obligaƟons 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 wriƟng, 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 duƟes and obligaƟons 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 prohibiƟon. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaraƟon.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidenƟal data or informaƟon owned or maintained by the other Party in the course of carrying out its responsibiliƟes under this contract. Vendor shall presume all informaƟon received from the State or to which it gains access pursuant to this contract is confidenƟal. Vendor informaƟon, unless clearly marked as confidenƟal and exempt from disclosure under the Illinois Freedom of InformaƟon Act, shall be considered public. No confidenƟal data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the wriƩen consent of the disclosing Party, either during the period of this contract or thereaŌer. 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 noƟfy the disclosing Party in wriƟng of its destrucƟon.

v.25.4

The foregoing obligaƟons shall not apply to confidenƟal data or informaƟon lawfully in the receiving Party’s possession prior to its acquisiƟon from the disclosing Party; received in good faith from a third Party not subject to any confidenƟality obligaƟon to the disclosing Party; now is or later becomes publicly known through no breach of confidenƟality obligaƟon by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidenƟal informaƟon.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether wriƩen 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 wriƟng. Vendor hereby assigns to the State all right, Ɵtle, 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 connecƟon with the work. Vendor acknowledges the State may use the work product for any purpose. ConfidenƟal data or informaƟon contained in such work shall be subject to the confidenƟality 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, liabiliƟes, seƩlements and judgments, including in-house and contracted aƩorneys’ fees and expenses, arising out of: (a) any breach or violaƟon by Vendor of any of its cerƟficaƟons, representaƟons, warranƟes, 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, acƟvity or omission of Vendor or any of its employees, representaƟves, 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 ArƟcle VIII, SecƟon 1(a),(b) of the ConsƟtuƟon of the State of Illinois and 1973 Illinois AƩorney General Opinion 78, the State may not indemnify private parƟes absent express statutory authority permiƫng the indemnificaƟon. Neither Party shall be liable for incidental, special, consequenƟal, or puniƟve damages.

4.11. INSURANCE: Vendor shall, at all Ɵmes during the term of this contract and any renewals or extensions, maintain and provide a CerƟficate of Insurance naming the State as an addiƟonally insured for all required bonds and insurance. CerƟficates may not be modified or canceled unƟl at least thirty (30) days’ noƟce 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) v.25.4 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 CompensaƟon Insurance in the amount required by law. Insurance shall not limit Vendor’s obligaƟon to indemnify, defend, or seƩle any claims.

4.12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint ventures 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 noƟce 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, regulaƟons, 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 arbitraƟon to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

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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/legislaƟon/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of acƟon it has arising under Federal or State anƟtrust laws relaƟng to the subject maƩer of this contract, then upon request of the Illinois AƩorney General, Vendor shall assign to the State all of Vendor’s rights, Ɵtle and interest to the claim or cause of acƟon.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State enƟty responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addiƟon 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 enƟty.

4.20. NOTICES: NoƟces and other communicaƟons provided for herein shall be given in wriƟng via electronic mail whenever possible. If transmission via electronic mail is not possible, then noƟces and other communicaƟons shall be given in wriƟng via registered or cerƟfied 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 Ɵme of successful receipt. NoƟces shall be sent to the individuals who signed this contract using the contact informaƟon following the signatures. Each such noƟce shall be deemed to have been provided at the Ɵme it is actually received. By giving noƟce, either Party may change its contact informaƟon.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modificaƟons and waivers must be in wriƟng and signed by authorized representaƟves of the ParƟes. 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 ParƟes’ intent. All provisions that by their nature would be expected to survive, shall survive terminaƟon. In the event of a conflict between the State’s and the Vendor’s terms, condiƟons and aƩachments, the State’s terms, condiƟons and aƩachments 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 v.25.4 performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to conƟnue this contract, suspend Vendor from doing future business with the State for a specified period of Ɵme, or whether Vendor can be considered responsible on specific future contract opportuniƟes.

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 InformaƟon 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, specificaƟons, drawing, samples or descripƟons furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specificaƟons aƩached 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 wriƟng, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulaƟons and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good Ɵtle 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 limitaƟons, reasonable aƩorney’s fees and expenses, arising from failure of the supplies to meet such warranƟes.

4.25.2. Vendor shall ensure that all manufacturers’ warranƟes are transferred to the State and shall provide to the State copies of such warranƟes. These warranƟes shall be in addiƟon to all other warranƟes, express, implied or statutory, and shall survive the State’s payment, acceptance, inspecƟon 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 effecƟve 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 disrupƟve or not respecƞul of others in the workplace, or who in any way violates the contract or State policies.

v.25.4

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

4.27. EMPLOYMENT 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 informaƟon about tax credits.

The Vendor will be required to report to Central Management Services – Bureau of Strategic Sourcing (BOSS) an annual report on the hiring of Veterans and Ex-Offenders, this report must be sent by September 30th of every year. The report shall be aƩached and sent to the following email address: cms.boss.sourcing@illinois.gov.

5. STATE SUPPLEMENTAL PROVISIONS

Agency DefiniƟons

5.1. “Chief Procurement Officer” means the chief procurement officer appointed pursuant to 30 ILCS 500/10-20(a)(4) and the lead agency is Central Management Services.

5.2. “Governmental unit” means State of Illinois, or any State Agency as defined in SecƟon 1-

15.100 of the Illinois Procurement Code. officers of the State of Illinois, any public authority which has the power to tax, or any other public enƟty created by statute.

5.3. “Qualified not-for-profit agency” means any not-for-profit agency that qualifies under SecƟon 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.

Required Federal Clauses, CerƟficaƟons and Assurances

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

Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and prinƟng, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60. InformaƟon on prevailing wage may be obtained at hƩps://www2.illinois.gov/idol/Pages/default.aspx

Agency Specific Terms and CondiƟons

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

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5.5. Vendor agrees to extend all terms and condiƟons, specificaƟons, and pricing or discounts specified in this contract for the items in this contract to all governmental units or qualified not-for-profit agencies.

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

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

5.8. The credit or liability of each governmental unit or qualified not-for-profit agencies shall remain separate and disƟnct.

5.9. Disputes between vendors and governmental unit or qualified not-for-profit agencies shall be resolved between the affected parƟes.

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

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AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

Agency Reference #: 26-416CMS-BOSS4-R-287354

Project Title: JPMC Light Bulb Recycling Services

Contract #: 26-416CMS-BOSS4-P-98223

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

BidBuy / Bulletin Reference #: 26-416CMS-BOSS4-B-49848

BidBuy / Bulletin Publication Date: 12/29/2025

Award Code: A

Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

Funding Source:

Obligation #:

Small Business Set-Aside? Yes No Percentage: N/A

Minority Owned Business? Yes No Percentage: N/A

Women Owned Business? Yes No Percentage: 100

Persons with Disabilities Owned Business? Yes No Percentage: N/A

Veteran Owned Small Business? Yes No Percentage: N/A

Other Preferences?