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Central Management Services

Contract

Auto-Repair Stateville SG - Primary

27-416CMS-BOSS4-P-100376

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:

A contract to enable Central Management Services, Division of Vehicles (CMS DOV) to purchase auto repair and towing services on an as-needed basis during the contract period.

Approximately 12,000 automobiles, SUVs, and light-duty trucks, including fossil-fuel, hybrid-electric, and electric vehicles, in the State’s fleet are subject to this contract. These vehicles are assigned to State Agencies or other governmental units. Repairs and maintenance are generally provided through thirteen (13) State Garages operated by CMS DOV, which manages the fleet’s service needs. (See Section 5 for Service locations for Garage Regions). Vendor will provide auto repair services and/or towing services for CMS DOV on an as-needed basis.

State of Illinois Contract

1.2. SUPPLIES AND/OR SERVICES REQUIRED: AUTO-REPAIR (will remove if not awarded)

1.2.1. Vendor shall be available to perform auto repair services during the following business hours, which are Monday through Friday, 7:00 A.M. CST – 5:00 P.M. CST, excluding State holidays. Applicable State holidays are referenced in Section 5, “Agency Specific Terms and Conditions”.

1.2.2. Due to the critical nature of the work performed by CMS DOV and demand for fleet vehicles, Vendor shall provide high priority consideration on completing repairs for CMS DOV fleet vehicles, both quickly and efficiently. Upon acceptance of the repair quotation by CMS DOV, work should continue without interruption to ensure the repairs are completed in a timely manner and are acceptable to CMS DOV. If the vendor expects a delay in repairing a CMS DOV fleet vehicle for any reason, the Vendor shall relay this concern to the designated CMS DOV Fleet Manager or designee, immediately.

1.2.3. This Contract allows for the establishment of regional auto repair locations and vendor listings to provide services for each identified garage region. Garage region auto repair services vendors shall be managed and maintained by the State’s representative at CMS DOV assigned to the region.

1.2.4. Auto repairs shall consist of mechanical repairs and maintenance for all types and sizes of passenger automobiles including, cars, SUV’s, vans, light, and trucks.

1.2.5. Vendor shall use new repair parts which meet or exceed Original Equipment Manufacturers (OEM) standards. The use of remanufactured, aftermarket, or used parts shall be at the CMS DOV’s discretion. Any remanufactured, aftermarket, or fabricated parts used shall meet or exceed OEM performance and warranty standards. CMS DOV reserves the right to provide new or used replacement parts to the Vendor for use in repairing CMS DOV passenger fleet vehicles.

1.2.6. Vendor providing auto repair services must be able to service State vehicles at 7,500 GVWR lbs. Gross Vehicle Weight Rating (GVWR).

1.2.7. The primary vendor will have right of first refusal. In the event the primary vendor is not able or not willing to meet the State's needs, the State reserves the right to utilize other vendors and procurement methods if necessary.

1.2.8. Vendor will respond to request for auto repair services as soon as reasonably possible but no later than five (5) business days after the State’s request for repair services.

1.2.9. All work shall require an estimate prior to a repair being performed, at no additional cost to CMS DOV. Vendor’s estimates shall include both labor and parts estimates and shall be provided via e-mail to the State’s representative at CMS DOV assigned to the region within five v.25.4

(5) business days of receipt of the vehicle provided for repair. An appropriate e-mail address and CMS DOV contact shall be supplied to the Vendor.

1.2.10. Additional services identified by the Vendor as necessary, needed and or required, beyond the original quote shall not be performed by the Vendor, without written approval provided by CMS DOV, to proceed with repair.

1.2.11. Vendor must provide all labor, equipment and supplies necessary to complete the services under this contract. Vendor shall furnish all requirements, services, and supplies, for the duration of the contract.

1.2.12. Vendor may be required to remove and reinstall all emergency lighting and or safety equipment required to facilitate service repairs. These services shall include replacement of damaged or missing emergency lighting and or safety equipment, lighting wiring, and wire connections.

1.2.13. The State shall be responsible for the replacement of non-factory graphics, striping, stenciling, i.e., State Police banners, governmental unit and CMS DOV vehicle decals.

1.2.14. Vendor must have a "brick and mortar'' place of business in a county within the Region 5 or within a 50-mile radius of the current garage location.

1.2.15. Upon mutual agreement between the Vendor and CMS DOV, fleet vehicle(s) may be dropped off at the Vendor’s place of business for repair and replacement services. Vendor's place of business will be identified in Section 1.8 of the contract.

1.2.16. Improperly serviced vehicles, as determined by CMS DOV, shall be re-scheduled for repair as soon as possible. Vendor and CMS DOV will mutually schedule the necessary repairs.

This service will be provided by the Vendor at no additional cost to and to the reasonable satisfaction of CMS DOV.

1.2.17. Repaired vehicles shall be thoroughly cleaned (exterior and interior) and shall be free of dirt, road grime, body shop dust, and other foreign material by the auto repair vendor.

1.2.18. The Vendor, upon request, and with CMSDOV approval, shall be responsible for transferring vehicles between the CMSDOV designated location and the Vendor’s place of business (as identified in Section1.8). These transfer costs shall be included in the Vendor’s repair invoice.

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1.3. SUPPLIES AND/OR SERVICES REQUIRED: TOWING (Removed – Not Awarded)

1.4. MILESTONES AND DELIVERABLES:

1.4.1. Vendor shall submit itemized invoices within fifteen (15) calendar days of completed service provided to CMS DOV. Vendor will provide invoices with the CMS DOV authorization number#. Improper invoices will be returned to Vendor for corrections/ modifications. Invoices submitted without this required documentation will be denied payment.

1.4.2. Each garage will process vendor invoices in accordance with this contract. All repairs performed shall be billed at an hourly rate.

1.4.3. Vendor shall invoice to the nearest tenth of an hour for labor. However, time spent on a specific auto repair job will not be allowed to exceed the amount of time listed in the Mitchell Labor Time Guide, ALLDATA, or other approved software without reasonable explanation approved prior to performance and documented on the resulting invoice.

CMS DOV reserves the right to not pay for additional auto repair service time, processed without reasonable explanations provided per invoice.

1.4.4. Auto repair parts will be provided by the Vendor with the permitted percent mark-up and will be reimbursed by the State. No additional charges such as miscellaneous shop fees are permitted.

1.4.5. The State reserves the right to request supporting invoicing and or billing from Vendor’s point of origin Parts providers to verify costs for payment under this contract.

1.4.6. Vendor warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better, warranty and unless otherwise specified, a full-coverage warranty for a minimum of 1 year or 12,000 miles shall be provided, starting from the time of delivery. The warranty shall be the standard maximum coverage warranty offered that includes materials and labor with no additional charges. Any manufacturer’s warranty that is effective past the expiration of the warranty will be passed on to the State.

1.4.7. Vendor shall be familiar with vehicle manufacturer warranty provisions and notify DOV of possible repairs/services covered under warranty. Repair services shall not be processed on vehicles with warranties covering the intended repair quoted without expressed (written) approval of a Fleet Manager (or designee) for DOV.

1.4.8. Vendor’s parts warranty may be listed as “parts mfg. warranty”, however, labor warranty must provide terms of a minimum of 12,000 miles or 1 year v.25.4

1.4.9. If any equipment fails to conform to the warranties during the applicable warranty period, the vendor or manufacturer will adjust, repair, or replace the equipment at no charge to the State as soon as reasonably possible, upon CMS DOV notice. The equipment will be repaired or replaced at no additional cost to the State. Vendor may provide or perform warranty service at the nearest Vendor location identified in Section 1.8 of this contract.

1.4.10. Vendor shall facilitate pickup and delivery of the equipment at Vendor’s cost if warranty repair(s) are made off-site during the warranty period. The Vendor is responsible for any failure of their allied or subcontractors’ fulfillment of said warranties.

1.4.11. The Vendor shall assist CMS DOV in reaching a solution in a dispute over any warranty’s terms with the manufacturer.

1.4.12. The Vendor shall provide necessary reports requested by CMS. These may include, but not be limited to contract usage, and spend per invoicing. Vendor will be provided information on the format of reporting and timeline. All required reporting will contribute to Vendor’s overall performance metrics.

1.5. VENDOR/STAFF SPECIFICATIONS:

1.5.1. Vendor shall use reasonable efforts to assure timely and satisfactory completion of the work. Vendor shall always act in the best interest of CMS DOV. Vendor shall perform or cause to be performed, all work in accordance with the terms and conditions of this Contract and to the reasonable satisfaction of CMS DOV.

1.5.2. CMS DOV will maintain a high standard and expectation level of all Vendor representatives providing services under this contract. Vendor shall adhere to professional standard and operational levels expected by CMS DOV outlined herein.

Vendor shall perform all repairs according to each vehicle’s OEM recommended repair techniques.

1.5.3. Vendor must designate an individual who will be the principle point of contact person for this contract.

1.5.4. Vendor shall maintain clean, modern (i.e., are at the current standards of the industry) facilities with all the tools and equipment necessary to perform the auto repair services required by this contract. CMS DOV reserves the right to perform an inspection of the Vendor’s facilities and to observe work performed by the Vendor as part of the ongoing service review process at any time during the term of the contract.

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1.5.5. CMS DOV reserves the right to perform inspections as a means for determining Vendor compliance. The property and building must be large enough to store our vehicles inside the Vendor’s building during repairs or on the property in a manner that keeps them secure while awaiting repairs. Determination of a vendor’s building for repair services as being an acceptable size is a building that can house our vehicles for repairs by performance of a visual inspection of the property and building including verifying garage door entry height and width. Required operational measurements for automobiles serviced will be based on industry standard vehicle heights and widths for SUVS, vans and light duty trucks. CMS DOV vehicles must be able to fit inside the building for performance of repairs.

1.5.6. Vendor’s personnel shall be professionally trained with the capability of repairing all vehicle types. If new materials are introduced by the vehicle manufacturers and CMS DOV purchases any vehicles manufactured with these new materials, the Vendor shall have their staff professionally trained on the repair and refinishing techniques of the new materials.

1.5.7. Vendor’s technicians shall be professionally trained on the safe removal and installation of any Rapid Safety Deployment Systems (air bags). The Vendor shall be capable of providing all repairs required to ensure a vehicle is in compliance with safety requirements and restored to a status of road ready.

1.5.8. Vendor should have at least one (1) full-time National Institute for Automotive Services for Excellence (NASE) master certified technician actively employed. Master Technician status is earned when you achieve certification in all required testing areas for that series.

1.5.9. Vendor without NASE certified staff are required to have a member of senior staff employed with a minimum of seven (7) years of direct professional automotive repairs experience consistent with the expertise required for this contract providing oversight.

The State reserves the right to request proof of experience verification documents, including but not limited to resumes and or company employment history confirmation.

1.5.10. Vendor shall be responsible for all damage to government property caused by Vendor’s personnel, representatives or agents during the performance of this work.

1.5.11. Vendor providing auto repair services must provide copies of all applicable licenses (i.e., ICC license/number; City of Chicago license; CDLs) upon CMS DOV request.

1.5.12. 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 v.25.4 the background check before entering any government premises to commence work under this Contract.

1.5.13. Any officer, employee, or agent deemed unsuitable by the State must be immediately replaced. A CMS DOV manager or designee will contact the Vendor regarding the need to restrict an employee from working on State-owned vehicles.

1.6. TRANSPORTATION AND DELIVERY:

1.6.1. Vendor shall deliver repaired vehicles to the CMS garage location that ordered the work at a time between 7:00 AM and 5:00 PM Monday through Friday (excluding State Holidays). Vendor will inform the CMS garage location before delivery of repaired vehicle. Upon delivery or receipt of a repaired vehicle, all work shall be inspected by the CMS Fleet Manager (or designee) before acceptance.

1.6.2. Deliveries for auto repair parts will be made F.O.B. Destination with all transportation and handling paid by the Vendor for supplies and services under this contract. Delivery locations will be identified on individual service orders, provided for DOV review and approval for payment.

Packing lists for repair parts showing the 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’s name.

1.7. SUBCONTRACTING:

Subcontractors are not allowed.

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1.8. 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: 9136 Ogden, Brookfield, IL 60513

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.

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

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have a term commencing upon the last dated signature of the parties and continuing for four (4) 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 v.25.4 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:

Agency: Central Management Services

Attn:

DOV Contact

Address:

DOV Location

City, State Zip DOV Location

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

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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 v.25.4 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) v.25.4 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.

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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 v.25.4 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.

v.25.4

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.

The Vendor will be required to report to Central Management Services – Bureau of Strategic Sourcing (BOSS) and annual report on the hiring of Veterans and qualified returning citizens by September 30th of every year. The report shall be attached and sent to the following email address: cms.boss.sourcing@illinois.gov

5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

List of State Garages with addresses, regions, and counties

State Garage Site Address Regions Per County(ies) of Service Coverage

Suburban North Garage #49 9511 Harrison Street, Des Plaines

IL 60016-1566

Region #1 - Cook

Elgin State Garage #21 595 South State Street, Elgin IL 60123-7603

Region #2 - Mc Henry, Lake, Kane, Du Page Counties

Dixon State Garage #22 817 Depot Avenue, Dixon IL 61021-3500

Region #3 - Jo Daviess, Stephenson, Winnebago, Boone, Ogle, Lee, Carroll, Whiteside, Rock Island, Henry Counties

Ottawa State Garage #23 1620 Porter Street, Ottawa IL 61350-1600

Region #4 - Bureau, Marshall, Putnam, Lasalle, Dekalb, Grundy Counties

Stateville Garage #06 20025 West Division Street, Crest Hill IL 60403

Region #5 - Will, Kendall Counties

Watseka State Garage#24 111 Yount Avenue, Watseka IL 60970-1272

Region #6 - McLean, Livingston, Ford, Iroquois, Kankakee Counties

Peoria State Garage #25 6510 West U.S. Highway 150, Edwards IL 61528-9727

Region #7- Mercer, Warren, Henderson, Hancock, Mc Donough, Knox, Fulton, Stark, Peoria, Woodford, Tazewell, Mason, Logan, Menard Counties

Central State Garage #20 200 East Ash Street, Springfield IL 62704-4793

Region #8 - Adams, Schuyler, Brown, Pike, Cass, Morgan, Scott, Sangamon, Macon, Christian, Macoupin County

Paris State Garage #27 PO Box 1028/Route 133 West, Paris IL 61944-1024

Region #9 - DeWitt, Piatt, Champaign, Vermilion, Douglas, Edgar, Counties

Collinsville State Garage #31 1104 Eastport Plaza Drive, Collinsville IL 62234-6102

Region #10 Calhoun, Greene, Jersey, Madison, St. Clair, Clinton, Washington, Monroe, Randolph Counties v.25.4

Hillsboro State Garage #42 C/O Graham Correctional Center, PO Box 499/Route 185 South, Hillsboro IL 62049-0499

Region #11 - Shelby, Montgomery, Bond Counties

Effingham State Garage #29 PO Box 587/400 West Wabash, Effingham IL 62401-0587

Region #12 - Effingham, Jasper, Clay, Crawford, Fayette, Richland, Lawrence, Marion, Jefferson, Wayne, Edwards, Wabash, Coles, Clark, Cumberland, Moultrie Counties

Carbondale State Garage #32 PO Box 100/2801 West Murphysboro, Carbondale IL 62903-

Region #13 - Perry, Jackson, Franklin, Williamson, Saline, Gallatin, Union, Alexander, Pulaski, Johnson, Massac, Pope, Hardin, Hamilton, White Counties

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

State Holidays (current listing):

New Year’s Day

Martin Luther King Day

Lincoln’s Birthday

Washington’s Birthday (President’s Day)

Memorial Day

Juneteenth

Independence Day

Labor Day v.25.4

Columbus Day

General Election Day (when applicable)

Veterans’ Day

Thanksgiving

Christmas

Other (describe)

6. ATTACHMENTS