State of Illinois Contract v.25.3

Central Management Services

Contract

JPMC Defibrillators AED

25-416CMS-BOSS4-P-84946

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) for Automatic External Defibrillators (AED), parts and supplies to be purchased on an as-needed basis during the contract period.

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

1.2. SUPPLIES AND/OR SERVICES REQUIRED: The vendor will provide:

1.2.1. AED unit to have pediatric patient capability (not just pediatric pads)

1.2.2. AED unit to be FDA approved.

1.2.3. AED shall require an operator to push no more than two buttons including the ON/OFF button.

1.2.4. AED must have voice and visual prompts within 3 seconds of power.

1.2.5. AED must achieve full charge within 10 seconds of shock advised.

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1.2.6. AED must analyze heart rhythm without requiring user analysis.

1.2.7. AED must permit modification of device settings to match the American

Red Cross or American Heart Association (a nationally recognized organization).

1.2.8. AED shall automatically analyze patient electrocardiogram (ECG) to determine if shock is required.

1.2.9. Unit to have biphasic shock delivery capability.

1.2.10. Minimum of two pairs of adult defibrillator pads included with each AED.

1.2.11. Adult defibrillator pads have a 2-year expiration date (minimum).

1.2.12. Minimum of two pairs of pediatric defibrillator pads designed for use in pediatric applications included with each AED (I.E. for children 1 to 8 years old or 55 pounds or less in weight).

1.2.13. Pediatric defibrillator pads have a 2-year expiration date (minimum).

1.2.14. Defibrillator pads be attached to the unit and ready for use.

1.2.15. Defibrillator pads shall be non-polarized and interchangeable.

1.2.16. A diagram must be available to insure proper defibrillator pad placement.

1.2.17. Defibrillator pads to fit within the chest area.

1.2.18. Defibrillator pad cable shall have a minimum length of 1.1 meter.

1.2.19. Waveform shall be biphasic.

1.2.20. Waveform shall actively compensate for patient's impedance level.

1.2.21. Waveform shall actively respond to patient's cellular response curve.

1.2.22. AED shall not shock patient inadvertently.

1.2.23. AED shall provide internal event documentation.

1.2.24. AED shall have capability of storing a minimum of 20 minutes of ECG and event recording without using audio.

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1.2.25. AED shall permit information to be downloaded to a Windows based

PC.

1.2.26. Each AED shall provide software and cables for data transfer and review.

1.2.27. Supporting software shall allow for replay of voice and ECG data.

1.2.28. Supporting software shall allow for faxing/transfer of files from one PC to another.

1.2.29. AED shall perform daily and weekly self-tests to test the battery, electrical circuitry and waveform delivery system and pad test.

1.2.30. AED shall perform monthly full load capacitor charge and discharge test to ensure device readiness.

1.2.31. AED shall warn user with audible and visual signals if the system fails any automated self-test and is not ready for use.

1.2.32. AED shall perform user initiated self-test when lid of device is opened.

1.2.33. After self-test, green ready status will indicate device is ready for use.

1.2.34. Battery insertion test upon battery insertion, automatic internal self-test for device readiness with visual or auditory status update.

1.2.35. Battery source (2 each) must be warranted to last a minimum of 4 years from time of installation in the AED.

1.2.36. AED shall not exceed maximum of 8 pounds including battery and electrodes.

1.2.37. AED shall have a carrying handle on the device.

1.2.38. AED shall be water and foreign object resistant to a minimum of IEC

529 IP24 Certification levels.

1.2.39. AED shall be capable of operating in temperatures ranging from +32 F to +122 F degrees and relative humidity ranging from 5% to 95%, non-condensing.

1.2.40. AED, without battery and electrodes, shall be able to withstand storage at temperatures ranging from -40 F to +149 F degrees.

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1.2.41. AED shall meet or exceed IEC 60068-2-31:2008 free fall drop test, IEC

60068-2-27:2008 shock test, IEC 60068-2-27:2008 bump test, and IEC

60068-2-6:2007 vibration test.

1.2.42. AED shall meet or exceed CISPR 11 Group 1 Level B-IEC 801-3

Specifications.

1.2.43. Technical service shall provide a phone number for service calls 24 hours a day, 7 days a week by the manufacturer. Please complete with phone number. ZOLL MEDICAL 800-348-9011, PRESS 4

1.2.44. Technical service shall provide a loaner AED unit within 24 hours of being notified of a malfunctioning unit at no cost until the unit is replaced or repaired.

1.2.45. AED shall have a minimum 5-year warranty on parts and labor.

1.2.46. AED shall not require yearly service or calibration regardless of use.

1.2.47. Vendor must notify all purchasing locations of any voluntary or involuntary recall of purchased device(s) within 3 calendar days. The

State will not accept a device currently under FDA recall or DOJ consent decree.

1.2.48. Instructions for usage of the AED shall be in English and Spanish.

1.2.49. If an item becomes discontinued or otherwise not available during the term of the Contract, the Vendor may propose a substitution of equivalent or better product at no additional cost. This substitution is subject to the approval of the Central Management Services (CMS)

Bureau of Strategic Sourcing (BOSS). The Vendor shall under no circumstances make unauthorized substitutions.

1.3. MILESTONES AND DELIVERABLE

1.3.1. The Vendor shall report to the Department of Central Management Services Bureau of Strategic Sourcing (BOSS) an annual Contract Usage Report which includes all governmental units and not-for-profit agencies. This report shall be in a tab-delimited text file or an Excel spreadsheet that references the BidBuy Purchase Order (PO) Number, time period being reported, and must include the following:

PO Line Number, Description, Quantity, Ordering Entity v.25.3

A sample of the report’s format is as follows:

Line Item # Description Quantity Ordering Entity

XX XXXX XX XX

XX XXXX XX XX

XX XXXX XX XX

XX XXXX XX XX

1.4. VENDOR/STAFF SPECIFICATIONS:

The Vendor shall be the manufacturer, or an authorized dealer or distributor of the commodities or equipment subject to this Contract. Any dealer hereby guarantees that it is an authorized dealer of the manufacturer, and that the manufacturer has agreed to supply the dealer with all quantities of products required by the dealer in fulfillment of its obligations under this contract with the

State. Vendor must submit authorized dealer letter upon request.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Delivery will be made 30 days After Receipt of Order (ARO). F.O.B.

Destination with all transportation and handling paid by the Vendor to any governmental unit or qualified not-for-profit agency location within the State of Illinois. Delivery locations will be identified on individual orders. Vendor shall coordinate delivery location requirements with ordering entity prior to shipment. The minimum order is $500 for F.O.B.

Destination. For any order less than the minimum of $500, the additional freight charge will be added to the invoice as a separate line item and a copy of the freight bill will be submitted with the invoice for payment.

1.5.2. Packing lists showing order number provided to Vendor must be furnished with each shipment and must be shown on the outside of each shipping container along with the Vendor name.

1.5.3. Deliveries made to State Agencies will be delivered between 9:00 AM and

3:00 PM (Monday through Friday) CST, excluding State holidays, unless pre-approved by the ordering entity.

1.5.4. Deliveries made to non-State Agencies will be arranged between the ordering entity and the Vendor.

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1.5.5. There is no guarantee of quantities for actual orders or usage. Vendor shall furnish all requirements for the Contract period.

1.5.6. If Vendor is unable, or anticipates that it will not be able, to fulfill an order in accordance with the requirements of the Contract, Vendor will submit a request to delay order fulfillment to the ordering entity in writing within 72 hours of receipt of the applicable order and will include in such request its best estimate of the duration of the delay and the reasons for the delay. At the ordering entity’s discretion, the entity may choose to approve the delay or be relieved from its obligations to purchase any quantities of supplies or equipment in such order and may cancel such quantities effective upon notice to the Vendor. The ordering entity may elect to pursue alternative sources to fulfill the obligations of the canceled order. Vendor shall, at its own cost, use commercially reasonable efforts to remedy any shortage of supply and resume meeting the requirements of the Contract as soon as possible.

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: N/A v.25.3

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 and associated MSRP lists attached in BidBuy.

2.2.1. Pricing must include all costs shipped F.O.B. destination and may not include any additional costs due to taxes (federal or otherwise) unless accompanied by proof the State is subject to the tax.

2.3. ECONOMIC ADJUSTMENTS:

2.3.1. Economic Adjustment General Information:

2.3.1.1. The prices in this Contract must remain firm for the first year after the execution date of the Contract. Thereafter, one upward price adjustment may be applied no more frequently than once during any given twelve (12) month period.

2.3.1.2. All adjustment requests shall be made in writing. Vendor shall not be entitled to apply an upward price adjustment without first obtaining approval of such request from the Department of

Central Management Services Bureau of Strategic Sourcing

(BOSS).

2.3.1.3. In the event a downward adjustment is warranted, the State reserves the right to adjust once during any given twelve (12) month period for this decrease. It will be the responsibility of the vendor to notify BOSS of any such decrease.

2.3.1.4. Requested adjustments shall include the contract number, item number, line number, bid price and requested price adjustment.

2.3.1.5. In all cases, the contractor must file a claim in writing for such adjustment prior to the delivery of goods. In any event, the claim for such adjustment will not apply to release orders provided prior to the date the BOSS approved the economic adjustment request.

2.3.1.6. If the contractor has unresolved complaints filed against it for non-delivery of or poor-quality service, its request may be v.25.3 denied until such time as all past complaints are resolved to the satisfaction of the State.

2.3.2. PPI Adjustments:

2.3.2.1. Maximum allowable adjustments shall be governed by the U.S.

Bureau of Labor Statistics Producer Price Index (PPI) item number:

WPS156301 Medical and surgical appliances and supplies

The base PPI published index will be determined by the month of the bid opening date. If the bid opening date occurs in May, then the base PPI will be May’s published index.

The published PPI Index at the time of requested adjustment will be determined by the month and day the adjustment was submitted to BOSS regardless of whether it is a preliminary or final index publication.

2.3.2.2. No further adjustments will be made once the maximum allowable adjustment has been calculated for the given 12 months.

2.3.2.3. The maximum allowable adjustment shall be calculated as follows:

Maximum Allowable Price = A / B * C

A = Bid Price B = Base PPI index (defined by time of bid opening) C = Published PPI index at time of requested adjustment

The U.S. Bureau of Labor Statistics web site can be located at

HTTP://WWW.BLS.GOV/PPI.

2.3.2.4. Should the referenced producer price index (PPI) become discontinued during the contract, it will be replaced by an appropriate alternative PPI chosen by CMS and all adjustments will be calculated based on the same methodology as outlined above, but with data from the new replacement index.

2.3.3. Manufacturer’s Suggested Retail Price (MSRP)

2.3.3.1. Manufacturer's Suggested Retail Price (MSRP) adjustment may be requested from the Vendor no more than once during any v.25.3 twelve (12) month period following the execution date of this contract by submitting an updated MSRP price list to the CMS

Bureau of Strategic Sourcing (BOSS). The percent discount off MSRP shall remain firm for the entire contract period.

2.3.3.2. Verifiable documentation of such changes, including but not limited to, invoices, published price lists or official price bulletins, etc., from the Vendor’s supplier, will be provided with the request for economic adjustment in order to substantiate any requested change. The State reserves the right to consider various pertinent information sources to evaluate price increase requests (such as the CPI and PPI, as published by the US

Department of Labor, Bureau of Labor Statistics). The State also reserves the right to consider other information related to special economic and/or industry circumstances, when evaluating a price change request. Changes may be either increases or decreases and may be requested by either party.

2.3.3.3. The claim for such adjustment must include a certification from the manufacturer/supplier verifying the actual cost at the time of the bid award and at the time of the requested increase. The increase will be allowed only on the cost to the contractor. No increase or change in the contractor's overhead, profit or other factors will be approved.

2.4. MAXIMUM AMOUNT: This Joint Purchase Master Contract is an indefinite quantity contract.

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have an initial term of four (4) years commencing upon August 22, 2025, or the last dated signature of the Parties, whichever is later. 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.

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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.

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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 v.25.3 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:

Agency: Requesting Agency/Entity

Attn: Requesting Agency/Entity

Address: Requesting Agency/Entity

City, State Zip Requesting Agency/Entity

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 v.25.3 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 v.25.3 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 v.25.3 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; SOVEREIN 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.

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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/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 v.25.3 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 v.25.3 respectful of others in the workplace, or who in any way violates the contract or State policies.

4.26. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of any event that may have a material impact on

Vendor’s ability to perform this contract.

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

5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

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

5.2 “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 which has the power to tax, or any other public entity created by statute.

5.3 “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.

Required Federal Clauses, Certifications and Assurances

Public Works Requirements (construction 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 printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

Agency Specific Terms and Conditions

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

v.25.3

5.5. 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 governmental units and 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 agency.

5.7. 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.

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

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

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

Other (describe)

6. ATTACHMENTS

6.1.

6.2.

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

Business Enterprise Program Utilization Plan v.25.3

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #: 25-416CMS-BOSS4-R-245897

• Project Title: JPMC Defibrillators AED

• Contract #: 25-416CMS-BOSS4-P-84946

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

• BidBuy / Bulletin Reference #: 25-416CMS-BOSS4-B-46007

• BidBuy / Bulletin Publication Date: 2/27/2025

• Award Code: A

• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

• Funding Source:

• Obligation #:

• Small Business Set-Aside? Yes No Percentage:

• Minority Owned Business? Yes No Percentage:

• Women Owned Business? Yes No Percentage: 51%

• Persons with Disabilities Owned Business? Yes No Percentage:

• Veteran Owned Small Business? Yes No Percentage:

• Other Preferences?

x x x x x x x