IFB Contract JPMC Hirsch Inst-Rep-Mnt by Region B-53996.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 Hirsch Inst-Rep-Mnt by Region

27-416CMS-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:

This joint purchase master contract is established by Central Management Services in cooperation and agreement with the Chief Procurement Officer for General Services, to enable governmental units and qualified not-for-profit agencies to utilize for design, installation, and repair and maintenance of Hirsch Security Systems, including their compatible components and accessories, on an as-needed basis during the contract period.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Design, Installation, Repair, and Maintenance

A) The Vendor shall, if required, furnish satisfactory evidence as to the kind and quality of materials.

B) Vendor shall not use any end-user’s property such as tools, equipment, ladders, extension cords, mops, buckets, cleaning material, etc. Contractor shall supply all necessary items needed for each job. The end-user shall provide electricity, hot and cold water. The end-user will not be responsible to provide storage for the contractor’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.

C) Incidental parts and other materials required during inspection or maintenance, shall be sold at cost. The end-user may request Vendor to provide copies of material suppliers' invoices to verify cost. The end-user may, at their discretion, require waivers of lien for materials prior to payment for goods and/or services.

D) Vendor shall, as necessary, instruct end-user personnel in the use and maintenance of equipment and systems installed pursuant to this Contract.

E) End user may request a written estimate and/or proposal on any repairs, replacements and/or work exceeding $500.00. If said work is authorized by end-user, then work shall be performed on a time and material basis, not to exceed the estimate or proposal.

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

G) The End user reserves the right to verify if quoted hours are reasonable, including requesting copies of Vendor’s supplier’s invoices to verify material costs.

H) State Agencies: A separate work/purchase order/ticket will be written for each individual job or service performed and will require the following information to be listed as follows:

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

· Agency work authorization and/or purchase order number.

· Detailed description of work performed.

· Breakdown and individual listing of all materials and quantity used.

· Listing of each employee, date and hours worked.

· Other charges listed.

· Labor hours (straight and overtime). There will be no lumping of hours or materials I) End-user shall have access to the work at all times, wherever it is in preparation or progress and the Vendor shall provide for such access and inspection, immediately upon request.

A) Licenses – Annual licenses and renewal licenses are available based upon the year of request. This allows current license holders to renew using this JPMC contract based upon year of renewal of the initial license.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Design Component: Vendor shall submit drawings and schematics showing in detail the placement of components and wiring. These documents must be approved by the end-user prior to the commencement of work.

1.3.2. Vendor should provide contact information on who can be contacted in the event of an emergency after normal working hours The name, phone number, and email address of that designee shall be provided by the Vendor below.

1.3.3. Vendor’s per hour labor rate shall include the wage rate, fringe benefits (Health and Welfare, pension or others), and also shall include 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, travel, pick-up and delivery of materials, estimating, call-backs, supervision, administrative, overhead and profit.

1.3.4. Vendor shall be required to perform said services with his/her own employees and maintain, or have the source to obtain, adequate personnel to fulfill the contract requirements. There will be no subcontracting of labor.

1.3.5. Response time for routine work, repairs and service will be within (8) eight hours after receipt of call from end-user. All work shall be completed during normal working hours or as may be determined and/or scheduled by the end-user. This requirement may be waived upon written agreement between Vendor and end-user.

1.3.6. Emergency service response time will be within (2) hours after call from the end-user.

1.3.7. Vendor shall promptly remove from the premises all material condemned by the end-user 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 end-user. The end-user will not pay for “call-backs” to re-do the original job, repair and/or service.

1.3.8. Vendor shall report the existence of any defective equipment, controls, instruments and/or accessories which may require replacement or repairing. This information shall be given to the Facility Manager or designee in writing and include the following information:

· Defective Item

· Location of defective item

· Nature of defect and impact on building operation.

· Detailed breakdown of material and labor cost for replacing.

Replacement shall be made at once if authorized in writing by the Facility Manager or designee. If the replacement item is not in stock, Vendor shall order it at once and make installation as soon as possible.

1.3.9. 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 1.3.12.D. Vendor will follow other governmental unit or qualified not-for-profit billing requirements.

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

1.3.11. 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.

1.3.12. 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 (both straight and overtime). There will be no lumping of hours and materials together

1.3.13. Vendor shall maintain records of all work, maintenance and repairs provided under this contract and shall furnish copies of same to CMS Facility Manager, designee, or other governmental unit or qualified not-for-profit designee, upon request.

1.3.14. Portal to portal billing is prohibited.

1.3.15. Vendor shall provide reporting to CMS Bureau of Strategic Sourcing (CMS BOSS) if requested. Reporting may include but not be limited to, annual veteran hiring, contract usage, and payments to approved subcontractors certified through the State of Illinois’ Business Enterprise Program, if applicable.

A) The information to be submitted in a format designated by CMS BOSS (e.g., Excel spreadsheet, portal). Contract usage reporting must include payments received from all State Agencies, governmental units, and qualified not-for-profit agencies as applicable to this contract.

B) Vendor will submit a close-out report within 90 days of contract expiration that covers the same information since the last contract usage report.

C) Vendor will be expected to participate in performance monitoring that may include, but not be limited to required reporting, quality, delivery and value of goods and services, and customer service.

1.3.16. Vendor will provide detailed information concerning warranties of commercially acceptable quality function performance services parts and any other warranties offered.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor shall be responsible for providing no cost technical support for all items purchased under this contract to the end-users.

1.4.2. Vendor and his/her employees shall report to and sign in and out with the Agency Authority of the end-user, 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.

Non-State Agencies: Purchase order number requirements will be between the Vendor and the non-state agency.

1.4.3. Vendor shall report completion of each job to the Agency Authority of the end-user, to receive a signature on the work/purchase order. Vendor shall leave a signed copy with the Agency Authority of the end-user.

1.4.4. Vendor must be a licensed Hirsch Dealer or manufacturer during the life of the contract and provide an authorized certification from Hirsch if requested. Should the Vendor cease to be a licensed Hirsch Dealer at any time during the contract, The State of Illinois reserves the right to terminate this agreement immediately and without further notice. Non-State Agencies have the right to continue work, upon mutual agreement between end-user and Vendor.

1.4.5. Vendor must be an authorized distributor of AXIS or equivalent brand on this contract and maintain that status throughout the life of the contract. Should the Vendor cease to be a licensed AXIS, or equivalent distributor at any time during the contract, The State of Illinois reserves the right to terminate that contract immediately and without further notice. Non-State Agencies have the right to continue work, upon mutual agreement between end-user and Vendor.

1.4.6. Vendor shall take all necessary precautions to prevent dust, debris, material, products, etc., from coming in contact with finished surfaces of interior areas. If it is necessary to cut, sand, or drill products in finished areas, protection of these areas shall be maintained, cleaned, and restored upon completion of the work.

1.4.7. Vendor and its employees shall maintain 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 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 Facility Manager.

1.4.9. 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.

1.4.10. 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.

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

1.4.12. Vendor shall be responsible for any and 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

1.4.13. HAZARDS: Vendors and their employees are advised and acknowledge that:

1.4.14. End-users 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 check is conducted, any 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.

1.5. TRANSPORTATION AND DELIVERY:

Travel time will be allowed for Design, Installation, and Repair and Maintenance. Travel time will be allowed per job, from the Vendor’s address to the site and back and will be billed at half-hour increments at the Monday-Friday 8AM to 5PM rate for the appropriate region, unless previously agreed upon by the end-user. Maximum number of travel hours allowed per job (whether design, installation, repair/maintenance, or a combination thereof) will be 4 hours.

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 Vendor shifts any such work outside the Unites States.

· Location where services will be performed: State of Illinois

· Value of services performed at this location: 100%

2. PRICING

2.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated at the time it is submitted for obligation. The total price of this contract is estimated.

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

2.3. ECONOMIC ADJUSTMENT CLAUSE

Line Items 180 – 189 Only The prices on these line items in this Contract must remain firm for the first year after the execution date of the Contract. Thereafter, one upward price adjustment may be applied no more frequently than once during any given twelve (12) month period.

All adjustment requests shall be made in writing. Vendor shall not be entitled to apply an upward price adjustment without first obtaining approval of such request from the Department of Central Management Services Bureau of Strategic Sourcing (BOSS).

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

Maximum allowable adjustments shall be governed by the U.S. Bureau of Labor Statistics Producer Price Index (PPI) item number:

072B01 Rubber and Plastic products: All other consumer, institutional, and commercial products The base PPI published index will be determined by the month of the bid opening date. If the bid opening date occurs in May, then the base PPI will be May’s published index.

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

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

The maximum allowable adjustment shall be calculated as follows:

Maximum Allowable Price = A / B * C A = Bid Price B = Base PPI index (defined by time of bid opening) C = Published PPI index at time of requested adjustment The U.S. Bureau of Labor Statistics web site can be located at HTTP://WWW.BLS.GOV/PPI.

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

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

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

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

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

3.1. TERM OF THIS CONTRACT: The contract will have a term beginning the later of 01/01/2027, or upon execution for four (4) years. 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.

3.2. 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. 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) and the lead agency is Central Management Services.

5.2. “Governmental unit” means State of Illinois, any State agency as defined in Section 1-15.100 of the Illinois Procurement Code, officers of the State of Illinois, any public authority which has the power to tax, or any other public entity created by statute.

5.3. “Qualified not-for-profit agency” means any not-for-profit agency that qualifies under Section 45-35 of the Illinois Procurement code and that either (1) acts pursuant to a board established by or controlled by a unit of local government or (2) receives grant funds from the State or from a unit of local government.

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

5.5. Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in this contract for the items in this contract to all governmental units and qualified not-for-profit agencies.

5.6. The supplies or services subject to this Contract shall be distributed or rendered directly to each governmental units and qualified not-for-profit agency.

5.7. Vendor shall bill each governmental unit and qualified not-for-profit agency separately for its actual share of the costs of the supplies or services purchased.

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

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

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

THE REMAINDER OF THIS PAGE IS INTENTIALLY BLANK.

|X| Regions by County

WOODFORD

WHITE

|X| Illinois Map by Regions

6. ATTACHMENTS

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

6.2. Standard Illinois Certifications

Central Management Services Contract JPMC Hirsch Inst-Rep-Mnt by Region

27-416CMS-BOPM4-P-

VENDOR