IFB Lawrence Cable Contract v.25.4 .docx

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

Lawrence Correctional Center Contract Lawrence Cable Television Programming

25-426DOC-LAWRE-B-47714

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:

1.1.1. Lawrence Correctional Center seeks to procure a contract with a responsible Vendor to provide cable television programming at the Lawrence Correctional Center in Sumner, IL with an estimated 1150 televisions served.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. The Vendor shall provide all necessary services and equipment to provide cable television programming. All services provided shall comply with all local, state, and federal laws.

1.2.2. Vendor shall provide at a minimum the following channels as listed below: Alternate Channel lineup will be considered but must meet with the approval of Lawrence Correctional Center.

Lawrence Channel Lineup

WUSI-PBS 16, Terre Haute,IN WAWV-ABC 38, Terre Haute, IN WTHI-CBS 10, Terre Haute, IN WTWO-NBC 2, Terre Haute, IN WXIN-FOX 59, Indianapolis, IN WBDT-CW 26, Terre Haute, IN

ESPN

ESPN 2

FS1

Fox Sports MW Dedicated Channel for Institutional Messaging The Weather Channel Fox News Channel-SD

CNN

WGN America

USA

TNT

TBS Superstation

TCM

Cartoon Network Lifetime Arts & Entertainment-E History Channel Discovery-E

TLC

Animal Planet-E Dedicated Channel for DVD Movie Presentations Travel Channel Food Network Univision Galavision Game Show Network Uptv SD FreeForm - E Inspiration Network E! Entertainment-E TV One SD Syfy NatGeo

FXX

FX Network FX Movies Great American Country

EWTN

TBN

JUCE

The Hillsong Channel TBN Enlace

AMC

BET

VH1

CMT

MTV

Telemundo

BRAVO

XM Radio XM Radio XM Radio XM Radio XM Radio XM Radio

1.2.3. Payment for service shall be monthly and based on the actual number of televisions connecting to the service. Upon execution of the contract, the Agency shall conduct an actual television count which will become the basis for the initial month pricing. The Agency shall conduct subsequent actual television counts on a semi-annual basis and submit the results to the Vendor. Semi-annual television counts shall become the basis for subsequent invoicing for service.

1.2.4. The Vendor shall provide, install, and maintain all equipment necessary to provide the cable/satellite television programming as entered in Section 1.2.2 at no additional charge up to the taps at the living units defined as housing units. Lawrence Correctional Center will be responsible past the taps. The connection will consist of one coaxial cable leaving a properly sized tap, then entering a cell with a residential splitter installed, then with short coaxial cable to the television. Specialized housing units will require accessibility for two televisions per cell. Upon installation, signal at each building where services are being used shall be tested and tuned for the best quality reception. If additional work is required to correct signal issues outside of this agreement, Vendor shall submit a proposal for consideration including the material and work needed.

1.2.5. The Vendor is responsible for servicing its equipment and maintaining television programming service.

1.2.6. The Vendor will maintain and staff a toll-free number that will be answered 24 hours a day, seven days a week, and shall receive service calls from the Agency.

1.2.7. When agency staff is unavailable to resolve service or equipment problems, the Vendor will dispatch a skilled service technician to the Lawrence Correctional Center within 24-48 hours of notification. If it becomes necessary to replace parts or equipment, the Vendor will have such parts and equipment delivered to the correctional center within 48 hours along with a skilled technician to install the parts and equipment.

1.2.8. At the request of the Vendor, when agency staff performs service work, the Vendor will be liable for the work performed. When the Agency performs service work upon their own initiative, the Agency will be liable for the work performed.

1.2.9. Vendor warrants that it has obtained all necessary licenses and permits that are necessary to provide the television programming listed above in Section 1.2.2 and any additional channels that may be added in the future.

1.2.10. At the request of the facility and upon mutual agreement, additional channels can be added or subtracted throughout the contract period. All channel additions or subtractions shall be codified in a contract amendment outlining the channel changes and any additional costs or cost savings. Additional channels shall be reviewed and approved by the facility and Vendor shall filter out channels that the facility does not approve of.

1.2.11. Vendor shall provide Lawrence Correctional Center two (2) in house channels. One in house dedicated channel for use by the facility for displaying messaging and broadcasting in-house programs and an additional channel will need to be provided that will have the capability to connect to at least a four (4) CD DVD with loop playback to allow for continuous video playing which will be provided by the Vendor.

1.2.12. The facility shall provide a controlled environment location (head end) where the Vendor shall construct and operate a head end capable of delivery television signal to all areas at the facility. All programming signals will be distributed to the facility from this location on the centers analog/digital in-house cable system.

1.2.13. All electronic equipment provided shall be neatly racked and labeled within the head end. Equipment shall include appropriate receiver for channels, modulators, combiners, splitters, power supplies, and any additional equipment required to provide cable television programming services.

1.2.14. The Vendor, with prior approval, will have access to the facility-controlled environment head end building. The facility is responsible for providing all environmental needs for the Vendors equipment. The facility is responsible to provide any additional ground and lightning protection needed for the Vendor’s equipment, at the Vendor’s request.

1.2.15. A signal of combined channels will be maintained at flat optimum levels by the Vendor to the input of the center analog / digital system.

1.2.16. The Vendor will train agency staff on how to operate and service the equipment and system. The training content must be approved by the agency. Training must take place within the first 30 days of the contract and within 30 days if any major changes to the system by the Vendor unless another timeframe is mutually agreed upon between Vendor and Agency designee.

1.2.17. The Vendor will be responsible for correcting any interference to the agency’s radio equipment located at the Lawrence Correctional Center which is caused by equipment installed by the Vendor on agency property.

1.2.18. Payment for cable/satellite services shall be made only from the Central Inmate Benefit Fund. There will be no liability for payment of such amount on the part of the State of Illinois, Lawrence Correctional Center, or any agent or employee of the facility. In the event the Central Inmate Benefit Funds become unavailable, the Illinois Department of Corrections reserves the right to terminate this contract without cause and without penalty of further payment.

1.2.19. The agency has the authority to grant to the Vendor during the term of this agreement, the sole and exclusive right and license to operate its cable/satellite television system and distribution facilities on the premises, including the exclusive right to construct, maintain, repair, replace and remove all necessary equipment and appurtenant devices.

1.2.20. The facility shall provide security measures for contractual personnel, commensurate with those security measures provided for the Department of Corrections employees. Vendor personnel shall be subject to all security regulations and procedures including background investigation of the Department of Corrections and the facility.

1.2.21. All work to be performed in accordance with current industry standards, local codes, and approved specifications.

1.2.22. The ownership of all parts of the system provided by the Vendor, including but not limited to, all cables, wires, equipment, and devices located outside the physical perimeter of the facility will remain the property of the Vendor. Likewise, all equipment and cabling located within the physical perimeter of the facility will remain the property of the facility. After the head end, the facility owns the existing active coaxial distribution system including all required active and passive electronics (amps, splitters, taps) to each MDF and IDF.

1.2.23. The Vendor will be responsible for all head end equipment, all hardline cable and all CATV equipment up to and including the taps in the individual living/housing units. This shall include any hardline cable installed, and any separately supported hardline. The facility will maintain all small coax and connections after the tap to the individual in custody housing units. The successful Vendor will need to supply the facility with the coax cable, snap seal connectors, “F” connectors, etc. in order to do routine maintenance.

1.2.24. It is the Vendor’s responsibility to ensure that the necessary equipment is provided as needed to boost the signal for as clear a picture as possible.

1.2.25. Agency is aware of and agrees that the Vendor may change its service carrier within the cable television system, due to reasons that include, but are not limited to, loss of their right to carry programming caused by the programmers’ loss of license or technical reasons which may cause the interruption an/or suspension of the channel.

1.2.26. Vendor shall provide all channels normally provided to the regular subscriber, as indicated in the channel lineup as listed in Section 1.2.2. An alternate channel lineup may be considered but must meet with the prior approval of Lawrence Correctional Center. Vendor must provide either he current channels or Agency approved alternate/equivalent channels. A list of channels must be included with the bid documents.

1.2.27. In the event a service becomes unavailable, the Vendor will make a reasonable effort to substitute another comparable service in its place. In the case of programming and/or channel change, Lawrence Correctional Center will be made aware PRIOR to the change and the change will be subject to the Lawrence Correctional Center’s approval with the new programming, and/or channel offered as a replacement.

1.2.28. Vendor agrees to provide the service specified to the number of units shown and the Agency agrees to pay for such services at the monthly agreed upon rate.

1.2.29. The Vendor agrees to repair and replace any damage to the premises resulting from the installation, operation or removal of the system as needed.

1.2.30. The Vendor shall be responsible to deliver materials necessary to install and maintain cable service to the facility. The Vendor will be responsible for servicing the equipment and maintaining the television programming service. In the event the center staff is unable to resolve service or equipment problems, the Vendor will dispatch a skilled service technician to the facility within 24 hours of notification. Vendor’s personnel will comply with all Illinois Department of Corrections and Lawrence Correctional Center rules and regulations. Failure to comply will result in termination of this agreement.

1.2.31. Agency agrees to permit authorized Vendor, its agents, and employees, access for periodic inspections, maintenance, service, and repairs as needed or required for wiring and equipment. Such inspections and repairs shall be made free of charge to the Agency.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Supplies and/or Services.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Vendor must have all equipment installed and must provide all services outlined in Section 1.2 no later than July 1, 2025, by 12:00 a.m. CDT. If this date is not attainable, provide an estimated date it could be operational.

1.3.2. Vendor may begin preparations for equipment installation at any time after the execution of this contract subject to Section 1.4.2 but must not interfere with the current cable television programming at the facility.

1.4. VENDOR/STAFF SPECIFICATIONS:

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

1.4.2. The Department of Corrections Chief Engineer and the Vendor shall coordinate all scheduled work with minimal interference to employees and inmates. The Chief Engineer will schedule the service work. All repairs will be discussed with and approved by the Chief Engineer before the Vendor proceeds with them. All planned service work under this Contract shall be performed during normal workdays, which are Monday through Friday, excluding federal and state, holidays between 7 a.m. and 3 p.m. The Vendor shall send only one serviceman to perform service work unless additional servicemen are pre-approved by the Chief Engineer. All work performed shall be rendered in the presence of the Chief Engineer of his designee.

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

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

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

1.4.6. Invoices shall be submitted to the Lawrence Correctional Center Business Office on a monthly basis. Invoice shall be itemized, showing dates of service, location of service, and type of service rendered. The Chief Engineer and the Account Technician – Vouchering in the Business Office must reconcile and approve all invoices, monthly payments, etc. before processing payment for the Vendor.

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

1.4.8. Vendors shall submit names; dates of birth and Social Security Numbers of all on-site employees that will perform on-site services within five (5) working days after being awarded the contract for security background checks. Vendor or Vendor’s employees must pass a security background check prior to being allowed on the premises.

1.4.9. All applicants for positions covered under this contract may be required to provide a urine sample as part of their background investigation. In addition, all Contractual Personnel who perform on-site services may be required to undergo a Urinalysis or Blood Test if there is reasonable suspicion to believe that they are under the influence or using controlled substances. Any contractual personnel that do not pass the urinalysis and/or blood test will not be allowed on-site at the facility.

1.4.10. All applicants for positions covered under this contract may be required to provide a urine sample as part of their background investigation. In addition, all Contractual Personnel who perform on-site services may be required to undergo a Urinalysis or Blood Test if there is reasonable suspicion to believe that they are under the influence or using controlled substances. Any contractual personnel that do not pass the urinalysis and/or blood test will not be allowed on-site at the facility.

1.4.11. Employees and vehicles of Vendor will enter and exit through the main gate. (Vehicles are to be cleared prior to start of work.)

1.4.12. Per Article 35 of the Procurement Code, the Vendor shall include the names and addresses of all subcontractors and the expected amount of money each will receive under the contract. If this information changes during the term of the contract, the Code requires the Vendor to provide an update to the State.

1.4.13. The Vendor shall provide a notarized affidavit and all appropriate Training Certification(s) to the Facility prior to the start of the contract to certify that they are qualified and able to provide the necessary properly trained work force, materials, tools, and test equipment to repair, maintain, inspect, and calibrate all components related to the facility’s cable television programming contract. If there is a proprietary system involved, the bidding Vendor must provide irrefutable proof that they are able to obtain and utilize all proprietary system computer software from the OEM provider to perform needed or regularly scheduled system updates.

1.5. TRANSPORTATION AND DELIVERY: Prices for equipment must be F.O.B. destination with all transportation and handling included and paid by the Vendor.

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

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

· Location where services will be performed: Lawrence Correctional Center 10940 Lawrence Road, Sumner, IL 62466 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. The State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing.

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

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: This contract has an initial term of five (5) years. If a start date is not identified, the term shall begin on the last dated signature of the Parties for a period of five (5) years.

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

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

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

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

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

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

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

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

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

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

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

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

5. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions

|_| Required Federal Clauses, Certifications and Assurances

|_| Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

|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.

|_| Agency Specific Terms and Conditions

|_| Other (describe)

6. ATTACHMENTS

6.1. Invitation for Bid Vendor Instructions

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

6.3. State of Illinois Offer Document

6.4. Prevailing Wage Certification

Illinois Department of Corrections Lawrence Cable Television Programming

25-426DOC-LAWRE-B-47714

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Sumner, IL 62466

Printed Name: Latoya Hughes / James Deen

Official’s Title: Director / CFO

Legal Printed Name:

Legal’s Title:

Fiscal’s Printed Name: Jeremiah Brown

Fiscal’s Title: Warden

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #:

· Project Title: Lawrence Cable Television Programming

· Contract #: 25-426DOC-LAWRE-B-47714

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

· BidBuy / Bulletin Reference #:

· BidBuy / Bulletin Publication Date:

· Award Code: A

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

· Funding Source:

· Obligation #:

· Other Preferences?

PREVAILING WAGE CERTIFICATION

This contract calls for the construction of a “public work,” within the meaning of the Illinois Prevailing Wage Act, 820 ILCS 130/.01 et seq. (“the Act”). The Act requires contractors and subcontractors to pay laborers, 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) in the county where the work is performed.

The Department publishes the prevailing wage rates on its website at http://www.state.il.us/agency/idol/rates/rates.HTM. The Department revises the prevailing wage rates, and the contractor/subcontractor has an obligation to check the Department’s web site for revisions to prevailing wage rates. For information regarding current prevailing wage rates, please refer to the Illinois Department of Labor’s website. All contractors and subcontractors rendering services under this contract must comply with all requirements of the Act, including but not limited to, all wage requirements and notice and record keeping duties.

Pursuant to Illinois Revised Statutes Chapter 48 par. 39 s-1, all companies wishing to bid on State of Illinois Contracts for all public works projects must certify that their employees receive the prevailing wage rate and work under conditions prevalent in the locality in which the work is produced.