IFB Contract JPMC Carpentry by Region B47610.docx

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

Central Management Services Contract JPMC Carpentry by Region

25-416CMS-BOPM4-P-

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

To establish a joint purchase master contract to enable governmental units defined as State Agencies per Section 5, to contract for carpentry services on an as needed basis during the contract period.

This contract cannot be used for major repairs that involve the alterations of the building structure and/or are costed above $50,000, without The Capital Development Board providing pre-approval for those repairs.

1.2. SUPPLIES AND/OR SERVICES REQUIRED::

1.2.1. Vendor will provide minor alterations for carpentry services, repairs, and replacements to interior and exterior structures, including, but not limited to:

A. Exterior surfaces B. Dry Wall and Patching C. Windows – pane replacement, frame repairs D. Roof – small patches, eave repair, vent repair/seal E. Interior floors, wall, ceilings, partitions F. Carpet, vinyl composition tile (VCT), ceramic tile, millwork G. All types of wood, metal, swing, sliding and power accessible doors H. Hardware and repairs to hardware, including new door handles/locks

1.2.2. Services shall be performed on an as-needed basis. The work to be accomplished and the length of time it should take to complete, shall be agreed upon by the governmental unit and the Vendor, prior to the commencement of work.

1.2.3. Vendor will furnish all labor, tools, and equipment of the trade, related to providing the services in fulfilling the contract.

1.2.4. Tools and equipment of the trade (included in per hour rate) refers to, but is not limited to, power tools, hand tools, ladders, cleanup tools, electrical cords, etc.

1.2.5. If special equipment is needed for a specific job, such as, but not limited to, scaffolding, scissor lifts, forklifts, etc., that needs to be rented by the Vendor, pre-approval is needed from the governmental unit and the Vendor must submit the rental cost with the quote. However, no upcharge on the rental will be allowed.

1.2.6. The supplies and materials to be used shall be of high-quality conforming to applicable Federal and/or State specifications. The vendor shall furnish materials, supplies and products suitable for the purpose, but not harmful to the surface to which it is applied. The vendor shall, if required, furnish satisfactory evidence as to the kind and quality of materials.

1.2.7. The governmental unit reserves the right to reject any materials and/or supplies they deem harmful to the building surfaces, contents, or equipment. The governmental unit designee may request a list of materials that the Vendor proposes to use in the performing of the work.

1.2.8. Vendor shall promptly remove from the premises all material condemned by the governmental unit as failing to conform to the contract, and the Vendor shall promptly replace and re-execute their work in accordance with the contract and without expense to the governmental unit. The governmental unit will not pay for "call-backs" to re-do the original job, repair and/or service.

1.2.9. The governmental unit may request a written estimate and/or proposal on any repairs, replacements and/or work.

A. Estimates and proposals will be in writing with description of work to be performed and detailed breakdown of material, labor and other cost and priced as per contract agreement.

B. If said work is authorized by the governmental unit designee, then work shall be performed on a time and material basis (as per contract agreement) not to exceed the estimate or proposal.

C. The governmental unit reserves the right to obtain additional estimates and/or proposals.

1.2.10. Repair and maintenance of surfaces shall be performed on an as-needed basis. The work to be done and the length of time said job shall take to complete, shall be agreed upon by both the governmental unit designee and Vendor, prior to the commencement of that work. Whenever available and/or practical the Vendor shall furnish materials and products which are manufactured or produced in the State of Illinois.

1.2.11. Vendor shall take all necessary precautions to prevent dust, debris, caulking compounds, sealants and finishes to come in contact with glass, floors, curtains, walls, fencing, building facades, furniture, or any surface not intended to be repaired or maintained. If compounds should be found on unintended surfaces, it will be thoroughly cleaned and restored to the satisfaction of the governmental unit designee. Vendor shall furnish safety horses and flags in area where work is in progress.

1.2.12. The State shall provide electricity, hot and cold water. The State will not be responsible to provide storage for the Vendor’s material, tools, equipment, etc. or be liable for same. Job site shall be kept clean of all unwanted residue, debris, material, empty cans and boxes, tools and equipment, etc. at the end of each working day.

1.2.13. Vendor is advised that asbestos contained materials and or suspected asbestos contained materials may be present in some facilities.

A) Vendor and its employees are cautioned not to disturb, remove, or damage any material which may contain asbestos in performing the required service.

B) If during the performance of work, Vendor or its employees detect asbestos or suspected asbestos, they are to cease all work immediately and report it to the State, Facility Manager, and/or designee.

C) Vendor and its employees acknowledge that they are fully aware of the health hazards associated with asbestos exposures and will not engage in any work activities which may disturb and/or damage said material creating a potential hazard.

D) Any removal and/or repair of asbestos contained materials and/or suspected asbestos contained materials that is necessary for repairs, maintenance and replacement of materials and equipment under this contract shall be provided by the licensed asbestos abatement Vendor under contract with CMS or governmental unit. The licensed asbestos abatement Vendor may monitor air quality during work performance.

E) Should there be an accidental disturbance or damage to asbestos contained materials by the Vendor or employees, said disturbance shall be immediately reported to Facility Manager, designee, and/or engineer.

1.2.14. Time and Material:

A) A written estimate and/or proposal will be required on any repairs, replacements and/or work exceeding $500.00, or upon request by a governmental unit.

B) Estimates and proposals will be in writing with the description of work to be performed and detailed breakdown of materials to be used, the associated hourly labor costs, and will be priced as per the contract. The estimate will be given to the governmental unit for approval. The estimate or proposal shall provide written justification why a higher paid tradesperson (foreman) is being used in lieu of a lower paid tradesperson (basic).

C) If said work is authorized by the governmental unit, then work shall be performed on a time and material basis, not to exceed the estimate or proposal. For Central Management Services (CMS) the Facility Manager or designee will provide a work authorization or purchase order number. Other governmental units may have their own authorization process.

D) If the governmental unit requests a quote and the project or work does not get approved to move forward, the Vendor is allowed to bill for the hours required for travel and quote time, to the nearest half-hour. Travel time is only allowed from the office address to the site address and back to the office and to a maximum of four (4) hours per job.

E) The governmental unit may request a list of each material that is being proposed for use in the performing of the work. Vendor shall furnish this list if requested.

F) The State reserves the right to obtain additional estimates and/or proposals to verify quoted costs and labor hours are justified. These requests will be made from the next in line JPMC Vendor. For instance, if a quote is received from the Primary Vendor and appears to be a higher than needed number of hours or material costs, the governmental unit may go to the Secondary Vendor for a quote to compare. Upon receipt of a lower number of hours or material costs, the governmental unit will allow the Primary Vendor to adjust their quote and if the Primary Vendor declines, the governmental unit may choose to go to the Secondary Vendor.

G) All work, material, parts, etc. shall be guaranteed for one year, to be free of defects. Defective items shall be repaired or replaced during the first three years of operation without cost (including labor cost) to the State.

H) Vendor shall not commence any work under this contract until the Vendor has obtained the approval of the governmental unit. For CMS, Vendor will receive a job work authorization order and/or purchase order number from a Facility Manager or designee and this number must appear on all Vendor job invoices, tickets, or billings. Other governmental units may have their own authorization process or number.

I) For CMS, prior to beginning work, Vendor's job work order/ticket shall be signed by CMS designee and a signed copy will be left with CMS Facility Manager or designee. The document shall include:

· Facility name and/or job location

· Date order received, start and completion date, with times in and out

· CMS work authorization and/or purchase order number

· Detailed description of work performed

· Breakdown and individual listing of all materials and quantity used, priced at Vendor cost (labor hours cannot be part of this)

· Listing of each employee, including dates and hours worked

· Labor hours, both straight and overtime, for both basic and foreman hours (materials cannot be part of this)

· Any other allowed charges J) A separate work order/ticket will be written for each individual job or service performed.

1.2.15. All materials and products used for the repairs shall be invoiced at Vendor’s cost. The governmental unit may require the Vendor to provide copies of material suppliers' invoices or quotes, to verify cost at time of quote request. The governmental unit may, at their discretion, require waivers of lien for materials prior to payment for goods and/or services.

1.2.16. Governmental unit shall have access to the work whenever or wherever it is in preparation or progress and the Vendor shall provide for such access and inspection, immediately upon request.

1.2.17. Bond Requirement – If a governmental unit requires a bond for a specific job, then the Vendor will provide the cost of that bond with the quote and the governmental unit will utilize the Bond Line Item on the contract in BidBuy to submit payment for that bond requirement.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Response time to the governmental unit for routine work repairs and service will be within eight (8) hours after receipt of call or email from a governmental unit.

1.3.2. Emergency service response time to the governmental unit will be within two (2) hours after call from a governmental unit, on either a regular or overtime basis.

1.3.3. All work shall be completed during normal working hours or as may be determined and/or scheduled by the governmental unit.

1.3.4. Vendor shall provide contact information on who can be contacted for quotes. The name, phone number, and email address of that designee shall be provided by the Vendor below.

1.3.5. For CMS, Vendor shall attach and submit with their billing invoice, the job work order/ticket signed by CMS designee authorizing and approving work, with all pertinent information required as stated in Section 1.2.10.I.

1.3.6. For CMS, the prescribed invoicing, billing, and job work order/ticket procedures will be strictly adhered to by the Vendor. Invoices shall not be approved and processed for payment if these requirements are not met. Vendor must follow paperwork guidelines for invoicing from other governmental units for payment.

1.3.7. Vendor shall submit the billing invoice that details separately the work performed, the material costs, and labor hours with hourly rates, within 30 days of job completion.

1.3.8. For CMS, at the completion of each job the Vendor’s employee(s) shall report to the Facility Manager, Engineer, or designee for approval of the work. The following items A through D will be required.

A) Vendor's job work order/ticket shall be signed by CMS designee.

B) Vendor shall leave signed copy with CMS designee.

C) A separate work order/ticket will be written for each individual job or service performed.

D) Required information on all Vendor's work orders/tickets are as follows:

1) Facility name and/or job location, date order received, start and completion date, with time in and out.

2) CMS work authorization and/or purchase order number.

3) Detailed description of work performed.

4) Breakdown and individual listing of all materials and quantity used, priced at retail cost.

5) Listing of each employee, date and hours worked.

6) Labor hours, listed for both basic and foreman, (both straight and overtime). There will be no lumping of hours and materials together.

1.3.9. Vendor shall maintain records of all work, maintenance and repairs provided under this contract and shall furnish copies of same to the governmental unit upon request.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor is not considered a general contractor and shall possess their own work crew, and, as such, is expected to complete the projects under this contract with their own employees and maintain, or have the source to obtain, adequate personnel to fulfill the project requirements. There will be no subcontracting of labor. Vendors are allowed to recruit temporary employees from local union halls to supplement their employees for bigger jobs.

1.4.2. Vendor understands and agrees that it must pay all employees performing work/services on this contract at least the prevailing wage rates required by law for the locality in which the work/services is performed. Vendor certifies that all employees performing work on this contract are paid at least the prevailing wage rates required by law. (30 ILCS 500/25-60). Information on prevailing wage may be obtained at:

https://www2.illinois.gov/idol/Pages/default.aspx

1.4.3. If a Vendor submits a quote to a governmental unit that does not go through with the job quoted, Vendor may charge the governmental unit at the basic hourly rate for the travel time from the office address to the site address and back, and quote time, to the nearest half hour increment. Travel time is only allowed from the office address to the site address and back to the office and to a maximum of four (4) hours per job.

1.4.4. Vendor shall meet the public works and prevailing wage requirements of the contract, as outlined in Section 5, or the State may terminate the contract.

1.4.5. The State is committed to prompt and efficient customer service. Vendor and its employees are to treat customers with courtesy and respect.

1.4.6. Vendor and its employees shall be experienced and knowledgeable in the field of carpentry services.

1.4.7. Vendor and its employees shall maintain current insurance and have current all municipal, county, state and/or federal license/s that are applicable and required for their business.

1.4.8. Vendor and its employees are prohibited from disturbing papers on desks, opening desk drawers or cabinets, disturbing personal property of State employees, using telephones and/or office equipment, or anything else provided for official State use.

1.4.9. Vendor and its employees shall maintain a professional appearance while on site, including wearing company identification and appropriate clothing (I.E. including, but not limited to, clothing with no holes, rips or tears, no shorts, no open-toed shoes). Discretion will reside with the governmental unit.

1.4.10. For CMS, Vendor and its employees shall report to and sign in and out with the Facility Manager or designee indicating times of arrival and departure with a brief description of the services rendered, work order number and/or location in the facility. Sign in and out times shall be indicated on Vendor’s job invoice and/or ticket.

1.4.11. Vendor shall obtain and observe, along with its employees all site safety regulations and will comply with the building security procedures as may be required. Vendor and its employees will participate in the Building’s Safety Program to the extent determined by the Facility Manager or designee. Vendor will recommend procedures to ensure safe work practices.

1.4.12. Vendor will not use any State property such as tools, equipment, ladders, extension cords, mops, buckets, cleaning material, etc. Vendor is to supply all necessary items needed for each job.

1.4.13. The State shall provide electricity, hot and cold water. The State will not be responsible to provide storage for the Vendor’s material, tools, equipment, etc. or be liable for same. Job site shall be kept clean of all unwanted residue, debris, material, empty cans and boxes, tools and equipment, etc. at the end of each working day.

1.4.14. Vendor shall be responsible for all damage caused by Vendor’s personnel or agents to Government property during the performance of the work. Vendor shall advise the Facility Manager or designee of all damages immediately and shall then follow-up with a written report within twenty-four (24) hours stipulating the following:

· Description of damage, including extent and location

· Cause of damage

· Steps taken by Vendor

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

1.5. TRANSPORTATION AND DELIVERY:

Travel time will be allowed up to four (4) hours maximum per individual job or quote, to the nearest half hour increment. Travel time will be calculated and allowed from the Vendor’s address to the site address and back and will be billed by the closest half hour increment at the journeyman (basic) rate.

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 Vendor shifts any such work outside the Unites State.

· Location where services will be performed: State of Illinois

· Value of services performed at this location: 100%

2. PRICING

2.2. 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.

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

A) Vendor’s per hour labor rate shall include the highest prevailing basic wage rate within each region, fringe benefits (Health and Welfare, pension or others), all employer expenses for FICA, Workmen’s Compensation, Liability Insurance, Unemployment Insurance and any other city, State or federal requirements regarding employees. Per hour labor rate shall also include all cost and expenses for trucks and/or vehicles, tools and equipment associated with trade, pick-up and delivery of materials, estimating, call-backs, supervision, administrative, overhead, and profit.

B) Vendor’s material cost shall be a Unit Cost utilized to bill for the materials used in individual jobs.

2.4. MAXIMUM AMOUNT: The total payments under this contract are not applicable as this is an indefinite quantity master contract.

3. TERM AND TERMINATION

3.2. TERM OF THIS CONTRACT: The contract will have a term beginning the later of 07/01/25, or upon execution until 06/30/2030. If a start date is not specified, the contract will be effective upon the last dated signature of the parties. 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.

3.3. 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.

3.4. 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.

3.5. 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

4.2. PAYMENT TERMS AND CONDITIONS:

4.2.1. 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.

4.2.2. 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.

4.2.3. 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.

4.2.4. 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.

4.2.5. 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.

4.2.6. 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.

4.2.6.1. 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.

4.2.6.2. 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.

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

4.4. 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.

4.5. 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.

4.6. 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.

4.7. 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.

4.8. 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.

4.9. 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.

4.10. 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.

4.11. 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.

4.12. 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.

4.13. 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.

4.14. 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.

4.15. 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.

4.16. 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.

4.17. APPLICABLE LAW:

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

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

4.17.3. 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.

4.17.4. 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).

4.18. 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.

4.19. 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.

4.20. 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.

4.21. 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.

4.22. 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.

4.23. 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.

4.24. 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.

4.25. 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.

4.26. WARRANTIES FOR SUPPLIES AND SERVICES:

4.26.1. 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.

4.26.2. 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.

4.26.3. 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.

4.27. 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.

4.28. 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.

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

5. STATE SUPPLEMENTAL PROVISIONS

|X| Agency Definitions

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

5.2. “Governmental unit” means State of Illinois or any State Agency as defined in Section 1-15.100 of the Illinois Procurement Code.

5.3. EMPLOYMENT OF PUBLIC WORKERS ON PUBLIC WORKS: In a period of excessive unemployment rates, State contractors (1) constructing or building any public works or (2) cleaning-up and disposing on-site of hazardous waste, and that clean-up or on-site disposal is funded or financed in whole or in part with State funds or funds administered by the State, are required to employ at least 90% Illinois laborers on such project. For projects involving clean-up and on-site disposal of hazardous waste, emergency response or immediate removal activities are excluded. This requirement applies to all labor whether skilled, semi-skilled or unskilled, whether manual or nonmanual.

A period of excessive unemployment rates is defined as any month immediately following two consecutive calendar months during which the level of unemployment in the State of Illinois has exceeded 5% as measured by the United States Bureau of Labor Statistics in its monthly publication of employment and unemployment figures.

Any public works project financed in whole or in part by federal funds administered by the State of Illinois is covered under the provisions of this requirement, to the extent permitted by any applicable federal law or regulation. 30 ILCS 570.

Contractors may receive an exception from this requirement by submitting a request and supporting documents certifying that Illinois laborers are either not available or are incapable of performing the particular type of work involved. The certification must: (a) be submitted to the agency within the first quarter of the Contract Term; (b) provide sufficient support that demonstrates the exception is met; (c) be signed by an authorized signatory of the contractor; and (d) be approved by the agency |X| 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.

5.4. This contract calls for the construction of a “public work”, within the meaning of the Illinois Prevailing Wage Act, 820 ICLS 130/.01 et seq. (“the Act”) or is a service contract subject to the prevailing wage requirements of the Illinois Procurement Code, 30 ILCS 500/25-60 (the “Code”). The Act requires contractors and subcontractors to pay laborer’s, workers and mechanics performing services on public works projects no less than the current “prevailing rate of wages” (hourly cash wages plus amount for fringe benefits) for the county in which the work will be performed. The Illinois Department of Labor publishes the prevailing wage rates on its website at:

https://www2.illinois.gov/idol/Pages/default.aspx

5.5. The Chief Procurement Officer for General Services makes this contract available to all governmental units.

5.6. Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in this contract for the items in this contract to…