IFB - B53214 Elevator R and M~2.docx

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

Menard Correctional Center Contract Elevator R & M

26-426DOC-MENAR-B-53214

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:

Menard Correctional Center is seeking to procure a contract for monthly preventative maintenance service and interim service when required on two (2) hydraulic passenger elevators, one (1) cable freight elevator, one (1) porch lift vertical platform lift, one (1) vertical platform lift, and two (2) freight elevators at Menard Correctional Center.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Vendor shall provide elevator and vertical platform lifts maintenance service for the following elevators and vertical platforms.

1.2.1.1. North II Annex Building #C2501 – Montgomery Kone Hydraulic Passenger

1.2.1.2. Health Care Unit, Bldg. #C0648 – Otis Hydraulic Passenger

1.2.1.3. Education, Bldg. #C0529 – Otis Cable Freight

1.2.1.4. Randolph Hall, Bldg. #C2504 – Porch-Lift Vertical Platform Lift

1.2.1.5. MSU Vocational Bldg. #C2561 - Vertical Platform Lift Conveyance

#HL005036

1.2.1.6. Broom Shop – Autoquip Corporation Freight #0404 224695

1.2.1.7. ICI Knit Shop – Robert Gillespie Co. Freight #PWE-3036

1.2.2. Maintenance shall consist of maintaining the above elevators on a continuing basis and shall provide all necessary services, parts, and materials required. Normal inspection shall be provided in accordance with Section 1002 of the American National Standard Safety Code for Elevators, ANSI A17.1. Routine examinations and maintenance of each elevator and vertical platform lift shall be made at least monthly and shall include all necessary adjustments, lubrication, supplies, and part up-to-code equipment in operation and up to code specifications.

1.2.3. Inspection and testing shall be in accordance with section 1001 ANSI A.17.1 and shall include the annual no-load test and the five-year full load test as required.

1.2.4. Emergency Service call work shall be accomplished whenever requested and shall be carried to completion without interruption regardless of normal scheduled working hours, weekends, or holidays. Remittance will be made at the contracted overtime rate per the line items in BidBuy.

1.2.5. All calls for emergency services must be responded to within a reasonable time: failure to do so shall be grounds for cancellation of this contract. Reasonable time is three (3) hours.

1.2.6. Upon expiration of the Contract, all elevators and platform and platform lifts are to be operating satisfactorily. All service calls made prior to that time are to be completed before final payment is made.

1.2.7. The vendor shall carry out a complete maintenance program for all elevators and platform lifts listed. Proposed schedules for maintenance inspections and testing shall be prepared by the Vendor and submitted by the Chief Engineer for record purposes and for approval. All work found to be necessary to maintain the elevators and platform lifts in first class operating condition should be performed by the Vendor and recorded as specified for work requests.

1.2.8. Routine elevator and platform lifts inspections and tests shall be performed in accordance with the requirements of the ANSI.A.17.1 Elevator Code and the A17.2 inspections manual. These inspections, at one-year intervals, are to be conducted by representatives of both parties.

1.2.9. Vendor shall provide complete inspections for each elevator and platform lifts listed as required by State of Illinois Fire Marshall Office. Inspection shall meet requirements to obtain yearly license/registration from State of Illinois Fire Marshall.

1.2.10. Records shall be kept of each test, repair and maintenance task, and cumulative records for each elevator. A copy of all records and test results shall be furnished to the Chief Engineer. Those records shall be kept on forms subject to Menard Correctional Center.

1.2.11. No later than six (6) months before the expiration of the Contract period, a joint inspection of each elevator and platform lifts performance will be made and all defective parts found during the inspections will be replaced within thirty (30) days.

1.2.12. Spare Parts: Vendor shall be able to deliver to the building within four (4) hours the following parts:

1.2.12.1. Transformers and rectifiers for each type and size used.

1.2.12.2. Care door safety edge completes, when used.

1.2.12.3. Care door electronic safety device completes, when used.

1.2.12.4. Care and shaft wat door hanger rollers.

1.2.12.5. Roller guides for cars and counterweights, one complete set of each size when used.

1.2.12.6. Vendor shall always have the following spare parts with them when at Menard Correctional Center.:

1.1. Generator and motor brush sets for each type and size used.

1.2. Controller and selector switch contracts and coils for each size and type used.

1.3. Door interlocks of each type.

1.4. Care door photo electric safety device, when used.

1.2.13. Preventative Maintenance Elevator Contract Materials - Menard CC All materials provided by the Vendor shall be new, unless otherwise stipulated, and compliant with applicable manufacturer's specifications. Replacement parts and other materials may be billed at +/-5% over Vendor's cost. The Vendor shall provide copies of material suppliers' invoices to verify costs invoiced.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. All planned service work under this contract shall be performed during normal workdays, which are Monday through Friday, less holidays, between 7:00 a.m. and 3:00 p.m. unless another timeframe is mutually agreed upon by the vendor and Menard Correctional Center.

1.3.2. Timeframe of this contract is five (5) year. Pricing to be provided as per line item in BidBuy.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. The Department of Corrections Chief Engineer and the Vendor shall coordinate all scheduled work with minimal interference to employees and individuals in custody. The Chief Engineer will schedule the service work. All planned service work under the Contract shall be performed during normal workdays, which are Monday through Friday, less holidays, between 7:00 a.m. – 3:00 p.m. All work performed shall be rendered in the presence of the Chief Engineer or his designee.

1.4.2. The Vendor shall indicate the time and date of arrival at the work location on a Department of Corrections form DOC-0134. The Vendor shall sign in upon arrival at and sign out prior to leaving the work locations. This shall be the basis for hours worked. Travel time and expenses are not reimbursable. The Vendor will not be compensated for any time off institutional grounds. The sign-in/sign out must be done in the presence of the Chief Engineer or designee. Employees of Vendors are also to wear temporary I.D. while on premises.

1.4.3. If applicable, Vendor shall provide a list of all toxic substances proposed for use in service at the institution. Before any service, the Material Safety Data Sheets shall be supplied for all listed toxic substances. This will keep the institution in compliance with the Illinois Toxic Substance Disclosure to Employees Act which states, “Employees must obtain a Material Safety Data Sheet for each toxic substance used, produced, or stored in the workplace to which employees may be exposed.”

1.4.4. Vendor shall provide a repair record for each repair or call-out service rendered. The report shall include nature of all, repairs made, materials used, and labor used. The Chief Engineer shall sign the record and retain a copy of said record for the facility.

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

1.4.6. Invoices shall be submitted to the Menard Correctional Center Business Office upon completion of each service. Invoice shall be itemized, showing dates of service, and location of service rendered. The Chief Engineer and the Voucher Clerk in the Business Office must reconcile and approval all invoices, monthly payments, etc. before processing payment to the Vendor.

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

1.4.8. Employees and vehicles of Vendor will enter and exit through the Gatehouse or Gate 1. (Vehicles are to be cleared prior to start of work).

1.4.9. Upon request of the facility, Vendor shall provide, remove and/or install any equipment, system controls, parts and materials related to this contract. All equipment, system controls, parts and materials must be compatible with existing equipment at the facility and must be of original manufacturer or an approved equal. All parts will be provided at vendor cost. Proof of cost must be provided to Agency in form of supplier invoice or another appropriate documents upon request.

1.4.10. The Vendor shall provide all appropriate Training Certificate(s) to the facility prior to the start of the Contract to certify that they are qualified and able to provide the necessary properly trained work force, materials, tools, and test equipment to repair, maintain, inspect, and calibrate all components related to the facility’s elevator and lift system(s). If there is a proprietary system involved, the bidding Vendor must submit a notarized affidavit as proof that they are able to obtain and utilize any and/or all proprietary system computer software from the OEM provider to perform needed or regularly scheduled system updates.

1.4.11. The Vendor and their personnel, including volunteers, and sub-contractors shall be subject to a complete background investigation of the IDOC prior to the execution of this contract, before any personnel, volunteers, or sub-contractors begin to provide service for the IDOC post-execution of this contract, and at periodic times during this contract as determined by the Department.

1.4.12. Vendors shall submit names, dates of birth and Social Security numbers of all on-site employees that will perform on-site services within five (5) working days after being awarded the contract and each date of contract anniversary a yearly submittal for security background checks. Vendor or Vendors employees must pass a security background check prior to being allowed on-site at the facility.

1.4.13. The requestor shall complete in its entirety the appropriate Request for Background Investigation Information as determined by the Central Screening Unit. This request for information includes but is not limited to the disclosure of the name, date of birth and Social Security number of the Vendor and Vendors employees, volunteers, and sub-contractors to facilitate background checks of individuals before any service by that individual is rendered to the IDOC. IDOC shall provide the requestor with the appropriate background investigation packet for completion.

1.4.14. In addition, all contractual personnel may be required to undergo a urinalysis or blood test if there is reasonable suspicion to believe they are under the influence of or using alcohol, controlled substances and shall be subject to the random drug testing.

1.5. TRANSPORTATION AND DELIVERY:

Prices for equipment must be F.O.B. Destination with all transportation and handling included and paid by the vendor. Vendor shall not be reimbursed for travel time or mileage to and from the facility.

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

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: Menard Correctional Center Value of services performed at this location: 100%

· Location where services will be performed: Menard MSU Correctional Center 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 $Click here to enter text without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: 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 normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

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

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

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

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

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

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

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

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

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

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

4.16. APPLICABLE LAW:

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

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

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

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

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

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

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

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

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

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

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

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

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

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

5. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions N/A |_| Required Federal Clauses, Certifications and Assurances N/A |_| Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

N/A |_| 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.

N/A |_| Agency Specific Terms and Conditions N/A |_| Other (describe) N/A

6. ATTACHMENTS

6.1. Illinois Standard Certifications

Menard Correctional Center Elevator R & M

26-426DOC-MENAR-B-53214

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: MENARD, IL 62259

Printed Name: LATOYA HUGHES/JAMES DEEN

Official’s Title: DIRECTOR/CFO

Legal Printed Name: Click here to enter text.

Legal’s Title: Click here to enter text.

Fiscal’s Printed Name: Click here to enter text.

Fiscal’s Title: Click here to enter text.

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 26-426DOC-MENAR-B-53214

· Project Title: ELEVATOR R & M

· Contract #: 26-426DOC-MENAR-B-53214

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

· BidBuy / Bulletin Reference #: 26-426DOC-MENAR-B-53214

· BidBuy / Bulletin Publication Date:

· Award Code:

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

· Funding Source:

· Obligation #:

· Other Preferences?