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

State of Illinois Contract v.25.4

Illinois Department of Corrections Contract

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 Illinois Department of Corrections (IDOC) requires a vendor to furnish, deliver, install, commission, and support stand-alone, inline (online) automatic chlorine analyzers at correctional facilities throughout the State of Illinois. The purpose of this Contract is to establish reliable, continuous monitoring of chlorine residual in potable water at each facility to support operational water quality management.

The analyzers procured under this Contract shall operate as stand-alone instruments. Each analyzer shall draw water continuously or on a programmed schedule from a designated facility sampling point, perform chlorine measurement automatically without per-reading staff intervention, and display test results on an integrated digital screen with date and time stamp. Each analyzer shall retain a rolling history of time-stamped readings in local internal memory, accessible to facility staff via the digital display and exportable via USB, SD card, or printed output for facility recordkeeping.

Analyzers procured under this Contract shall NOT require, and shall NOT include as a delivered feature, any connection to the State of Illinois enterprise network, Department of Innovation and Technology (DoIT) infrastructure, the Internet, or any vendor-hosted cloud or Software-as-a-Service (SaaS) platform. Analyzers offered with optional network connectivity features shall have such features disabled at the time of delivery, and shall not be required for operation, data display, data retention, or data export.

Vendor shall furnish all labor, equipment, materials, consumables, reagents, tools, documentation, and services specified herein to deliver, install, commission, and support fully operational stand-alone analyzers at the IDOC facilities identified in Section 5. Orders, installation, support, and invoicing shall be handled individually per facility.

This procurement is for stand-alone instrumentation only. It is not an information technology procurement, does not involve the storage or processing of State data on vendor systems, and is not subject to the State of Illinois Information and Technology Standard Terms and Conditions or to DoIT information security risk assessment or system categorization requirements.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Analyzer Equipment Requirements

1.2.1.1. Each analyzer furnished shall be new, unused, not reconditioned, and a current-production model offered by the manufacturer at the time of delivery.

1.2.1.2. Each analyzer shall be rated by the manufacturer for continuous-duty industrial use and shall be suitable for permanent installation in correctional facility mechanical rooms, water treatment areas, or equivalent indoor industrial environments. Each analyzer shall carry, at minimum, a NEMA 4X or IP65 enclosure rating, or an equivalent rating from the analyzer manufacturer covering protection against dust and water spray.

1.2.1.3. Each analyzer shall draw its sample directly from a plumbed water line via a continuous or programmed-schedule sample loop. Manual sample introduction by facility staff (such as filling a cuvette, drawing a grab sample, or transferring water from a container to the analyzer) shall not be required for routine measurement.

1.2.1.4. Each analyzer shall perform measurement, display results, and retain readings without per-reading staff intervention. Routine staff interaction with the analyzer shall be limited to reading the digital display, exporting stored readings, and performing scheduled preventive maintenance.

1.2.1.5. Each analyzer shall include an automatic flushing, automatic cleaning, self-cleaning sensor, or equivalent feature that maintains measurement accuracy without manual cleaning of the sample cell or sensor between scheduled preventive maintenance intervals.

1.2.1.6. Each analyzer shall be furnished in a lockable, tamper-resistant enclosure.

1.2.1.7. Each analyzer shall include a digital display that is readable by operating personnel during routine facility rounds without external power tools and without external diagnostic equipment. The display may be digital within the analyzer enclosure, or may be provided on a paired controller furnished with the analyzer as part of the analyzer system, provided the controller is mounted on the same panel as the analyzer or directly adjacent to it.

1.2.1.7.1. Where a paired controller is furnished, the analyzer and its paired controller together constitute the “analyzer system,” and any requirement in Section 1.2.3 or 1.2.4 that the analyzer display, retain, review, or export data is satisfied if that function is performed by the analyzer system, provided no function requires a connection to a State of Illinois network, the Internet, or a vendor-hosted cloud or software-as-a-Service platform.

1.2.1.8. Each analyzer shall be wall-mountable or panel-mountable using mounting hardware furnished by Vendor as part of the Line 1 unit price.

1.2.1.9. No function specified in this Contract shall require Ethernet, Wi-Fi, cellular, Bluetooth, or other network connectivity. Each analyzer shall display current readings, retain historical readings, indicate alarm and fault status, and provide data export, as specified in Sections 1.2.3 and 1.2.4, without any connection to a State of Illinois network, the Internet, or a vendor-hosted cloud or Software-as-a-Service platform. If the offered analyzer includes network connectivity hardware as a manufacturer feature, such hardware shall be disabled at the time of delivery.

1.2.2. Technical Specifications

1.2.2.1. This Contract provides for two analyzer configurations, each bid as a separate line item in the pricing schedule: a free chlorine analyzer and a total chlorine analyzer. Each analyzer furnished under either configuration shall meet or exceed every technical specification set forth in this Section 1.2.2. Bids that do not meet every specification shall be rejected as non-responsive.

1.2.2.1.1. Measured Parameter, Free Chlorine Configuration. Each analyzer furnished under the free chlorine configuration shall measure and display free chlorine residual in mg/L.

1.2.2.1.2. Measured Parameter, Total Chlorine Configuration. Each analyzer furnished under the total chlorine configuration shall measure and display total chlorine residual in mg/L.

1.2.2.2. Chlorine measurement shall be performed by the DPD colorimetric method or by the amperometric method. The free chlorine configuration shall employ an EPA-accepted method for free chlorine measurement in drinking water, including EPA Method 334.0 or Standard Method 4500-Cl G (free). The total chlorine configuration shall employ an EPA-accepted method for total chlorine measurement in drinking water, including EPA Method 334.0 or Standard Method 4500-Cl G (total). Bidder shall identify in its bid, for each configuration, the manufacturer, model number, and measurement method, and shall submit documentation evidencing EPA acceptance of the method for the applicable measurement.

1.2.2.3. Each analyzer shall measure chlorine across a range that includes 0.05 to 5.00 mg/L.

1.2.2.4. Each analyzer shall display measured chlorine to a resolution of 0.01 mg/L.

1.2.2.5. Each analyzer shall measure chlorine with an accuracy of plus or minus 5 percent of reading, or plus or minus 0.04 mg/L, whichever is greater, across the range specified in Section 1.2.2.4.

1.2.2.6. Each analyzer shall achieve a response time (T90) of five (5) minutes or less following a step change in chlorine concentration.

1.2.2.7. Each analyzer shall operate in continuous measurement mode or shall complete a measurement cycle no less frequently than every fifteen (15) minutes.

1.2.2.8. Each analyzer shall operate within manufacturer specifications across an inlet water pressure range of five (5) psi minimum to one hundred fifty (150) psi maximum. Vendor shall furnish, as part of the applicable analyzer unit price, all pressure regulators, strainers, isolation valves, and flow-conditioning accessories required to operate each analyzer within manufacturer specifications across this pressure range.

1.2.2.9. Each analyzer shall include integrated flow regulation hardware capable of maintaining the manufacturer-specified sample flow rate to within manufacturer tolerance under varying inlet pressure conditions across the range specified in Section 1.2.2.9. Bidder shall identify in its bid the manufacturer-specified sample flow rate and tolerance for each offered analyzer.

1.2.2.10. Each analyzer shall operate within all specifications across an ambient temperature range of 41 degrees F to 104 degrees F (5 degrees C to 40 degrees C).

1.2.2.11. All wetted materials shall be corrosion-resistant and rated by the manufacturer for continuous exposure to potable water containing chlorine at concentrations up to 5.00 mg/L. Acceptable wetted materials include, without limitation: 316 stainless steel, PVC, CPVC, PVDF, PEEK, PTFE, EPDM, FKM (Viton), and silicone.

1.2.2.12. Brass, copper, and carbon steel wetted components are not acceptable.

1.2.2.13. Each analyzer shall operate on 120 VAC, 60 Hz, single-phase facility power, and shall be compatible with ground-fault circuit interrupter (GFCI) protected circuits. Maximum continuous current draw of each analyzer shall not exceed five (5) amperes.

1.2.3. Data Display, Retention, and Audit Trail

1.2.3.1. Each analyzer system shall include a digital display, as described in Section 1.2.1, that is readable by operating personnel during routine facility rounds without external diagnostic equipment.

1.2.3.2. The digital display shall continuously show the current measured chlorine value in mg/L, the date and time of the most recent measurement, and instrument status. Where the analyzer measures pH or sample temperature, the display shall also show the current measured pH value and current measured sample temperature.

1.2.3.3. Instrument status shall identify, at minimum, normal, alarm, and fault conditions.

1.2.3.4. The digital display shall have a minimum viewable area of two and one-half (2.5) inches measured diagonally.

1.2.3.5. Each analyzer system shall maintain an internal real-time clock, battery-backed for a minimum of seventy-two (72) hours of facility power interruption.

1.2.3.6. Each stored measurement shall be associated with a date and time stamp reflecting the time of measurement.

1.2.3.7. Each analyzer system shall retain a minimum of ninety (90) days of time-stamped measurement records in internal non-volatile memory.

1.2.3.8. Retained records shall include, for each measurement, the date, time, measured chlorine value, an indication of whether the value represents free or total chlorine, and instrument status.

1.2.3.9. Each analyzer shall allow facility staff to review stored measurement records through the digital display, without external diagnostic equipment, network connection, or vendor-hosted software.

1.2.3.10. Each analyzer system shall provide at least one of the following data export methods as a standard, non-optional feature: USB Type-A port supporting export to a standard removable USB flash drive; SD card slot supporting export to a standard SD or microSD card; or integrated printer producing a printed paper record of stored measurements.

1.2.3.11. Where export is provided by USB or SD card, exported files shall be in comma-separated values (CSV) format or in another non-proprietary format readable without manufacturer-specific software.

1.2.3.12. Each exported record shall include the date, time, measured chlorine value, an indication of whether the value represents free or total chlorine, and instrument status for each measurement.

1.2.3.13. Export of stored measurement records shall not require any network connection, Internet access, or vendor-hosted software.

1.2.4. Alarm and Status Indication

1.2.4.1. Each analyzer shall provide visible local indication of out-of-range readings, sensor faults, low reagent (if applicable), low sample flow, and loss of sample.

1.2.4.2. Visible local indication shall be provided by an on-screen warning displayed on the digital display, by a dedicated indicator light mounted on or within the analyzer enclosure, or by both.

1.2.4.3. Each analyzer shall support configurable alarm thresholds for chlorine high and chlorine low conditions.

1.2.4.4. Alarm thresholds shall be configurable by facility staff through the digital display, without external diagnostic equipment, network connection, or vendor-hosted software.

1.2.4.5. Alarm events shall be retained in internal non-volatile memory as part of the measurement records described in Section 1.2.3.

1.2.4.6. Each retained alarm event shall include the date, time, alarm type, measured value at the time of the alarm, and duration of the alarm condition.

1.2.5. Reagents and Consumables

1.2.5.1. Vendor shall furnish all reagents required for the first ninety (90) calendar days of operation at no cost to the Department.

1.2.5.2. Reagents furnished by Vendor shall be manufacturer-recommended for use with the offered analyzer and suitable for measurement of free or total chlorine in potable water, matching the analyzer configuration ordered.

1.2.5.3. Vendor shall identify in the bid response the manufacturer, part number, package size, and expected service life of each reagent required for normal operation of the offered analyzer.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Project Kickoff

1.3.1.1. Vendor shall participate in a project kickoff meeting within ten (10) business days of Contract execution, or such other date as mutually agreed upon in writing by IDOC and Vendor.

1.3.1.2. Vendor shall provide at the kickoff meeting a project schedule identifying the planned delivery, installation, commissioning, and training dates for each facility.

1.3.1.3. Vendor shall provide at the kickoff meeting an implementation plan identifying the sequence of facility deployments, the resources assigned to each deployment, and the dependencies between deployments.

1.3.1.4. Vendor shall identify at the kickoff meeting a primary point of contact for project management and a primary point of contact for technical support, including name, title, telephone number, and email address for each.

1.3.2. Installation

1.3.2.1. Vendor shall install each analyzer at the location designated by the facility Chief Engineer or designee.

1.3.2.2. Installation shall include plumbing tie-in to the designated facility sampling point, electrical connection to facility power, mounting of the analyzer and digital display in a location accessible to operating personnel, and connection of any required drain lines.

1.3.2.2.1. Drain line installation shall include connection to an existing facility drain located within ten (10) feet of the analyzer installation location. Drain line installation requiring new construction, wall penetration, or relocation of existing facility drainage shall be performed by IDOC and is not within the scope of this Contract.

1.3.2.3. Vendor shall coordinate all installation activities with the facility Chief Engineer or designee.

1.3.2.4. Installation shall be performed during the hours of 7am – 3pm Central Standard Time unless otherwise approved in writing by the facility Chief Engineer.

1.3.2.5. Vendor shall complete installation at each facility within thirty (30) calendar days of equipment delivery to that facility, in accordance with the implementation plan provided at the kickoff meeting.

1.3.3. Commissioning and Acceptance

1.3.3.1. Vendor shall commission each installed analyzer through calibration against a known chlorine standard appropriate to the analyzer's configuration, verification of correct date and time on the digital display, verification of successful data export to the export medium specified in Section 1.2.3, and verification of correct local indication of alarm and fault conditions.

1.3.3.2. Vendor shall complete commissioning at each facility within five (5) business days of installation completion at that facility.

1.3.3.3. Vendor shall provide a written installation and commissioning acceptance form, signed by the facility Chief Engineer or designee, for each commissioned analyzer.

1.3.3.4. The acceptance form shall identify the facility, the analyzer serial number, the date of installation, the date of commissioning, the results of each verification activity, and the signatures of the Vendor technician and the facility Chief Engineer or designee.

1.3.3.5. The warranty period and the annual preventive maintenance period for each analyzer shall begin on the date of written acceptance by the facility Chief Engineer or designee.

1.3.3.6. Vendor shall not invoice IDOC for installation, commissioning, or analyzer acquisition for a given facility until the written acceptance form for that facility has been signed by the facility Chief Engineer or designee.

1.3.4. Documentation

1.3.4.1. Vendor shall provide at the time of installation at each facility a complete documentation package in both printed and electronic (PDF) format.

1.3.4.1.1. The documentation package shall include the manufacturer operation manual, manufacturer maintenance manual, installation and plumbing diagrams specific to the as-installed configuration, electrical wiring diagrams, calibration procedures, data export procedures, alarm threshold configuration procedures, troubleshooting procedures, manufacturer warranty documentation, and Vendor contact information for technical support and corrective maintenance.

1.3.4.1.2. Vendor shall update the documentation package as needed throughout the term of this Contract and shall provide updated documentation to each affected facility within thirty (30) calendar days of any update.

1.3.5. Training

1.3.5.1. Vendor shall provide on-site training at each facility for personnel and end users responsible for routine analyzer monitoring.

1.3.5.2. Training shall include analyzer operation, reading the digital display, exporting stored measurement records, performing routine preventive maintenance, performing calibration verification, replacing reagents, configuring alarm thresholds, interpreting alarm and fault indications, and identifying conditions requiring escalation to Vendor technical support.

1.3.5.3. Training shall be completed at each facility within fifteen (15) calendar days of written acceptance under the Commissioning and Acceptance subsection above.

1.3.5.4. Training shall be conducted in person at the facility by a Vendor technician qualified by the analyzer manufacturer to train end users on the offered model.

1.3.5.5. Vendor shall provide printed training materials to each training attendee.

1.3.6. Ongoing Support

1.3.6.1. Vendor shall provide technical support to IDOC throughout the term of this Contract by telephone and by email, available during the hours of 7am – 3pm Central Standard Time Monday - Friday.

1.3.6.2. Vendor shall respond to each technical support request within one (1) business day of receipt.

1.3.6.3. Vendor shall provide corrective maintenance at any facility upon notification by IDOC of analyzer failure, malfunction, or performance issue.

1.3.6.4. Vendor shall begin corrective maintenance at the affected facility within five (5) business days of notification by IDOC, or such other timeframe as mutually agreed upon in writing by IDOC and Vendor.

1.3.6.5. Vendor shall provide a written service record for each corrective maintenance visit, signed by the facility Chief Engineer or designee, identifying the date of service, the analyzer serial number, the nature of the issue, the work performed, the parts and consumables used, and any follow-up service required.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Authorized Vendor

1.4.1.1. Vendor shall be the manufacturer of the offered analyzers, or an authorized dealer or distributor of the manufacturer.

1.4.1.1.1. Vendor shall submit an authorized dealer or distributor letter upon request by IDOC.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Delivery of Equipment

1.5.1.1. Vendor shall deliver each ordered analyzer, all required mounting hardware, all required plumbing and electrical accessories, and the initial ninety (90) day supply of reagents to the IDOC facility identified on the applicable BidBuy purchase order.

1.5.1.2. Vendor shall deliver equipment to each facility within sixty (60) calendar days of the BidBuy purchase order release date, or such other date as mutually agreed upon in writing by IDOC and Vendor.

1.5.1.3. Vendor shall coordinate the date and time of each delivery with the facility Chief Engineer or designee not less than five (5) business days in advance of the anticipated delivery date.

1.6. SUBCONTRACTING:

Subcontractors are allowed.

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

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

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

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

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

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

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

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

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

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

· Location where services will be performed: Statewide Department of Corrections Facilities 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 firm.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $__________________ without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The term of this contract is five (5) years. If a start date is not identified, the term shall commence upon the last dated signature of the parties for a period of five (5) years. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

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

3.4. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

4.1.6.2. Vendor shall invoice at this completion of the contract unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

Send invoices to:

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

4.2. ASSIGNMENT: This contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during the hours of 7am – 3pm Central Standard Time. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning this contract is being resolved unless otherwise directed by the State.

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this contract.

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

4.12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the State shall be made on that basis.

4.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.15. BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16. APPLICABLE LAW:

4.16.1. PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

4.16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

4.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.23. FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

4.24. SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

4.25.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

4.25.3. Vendor warrants that all services will be performed to meet the requirements of this contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in accordance with this contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

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

4.27. 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 information about tax credits.

5. STATE SUPPLEMENTAL PROVISIONS

Warranty:

Vendor warrants that all analyzers, components, accessories, and parts furnished under this Contract shall be new,…