Invitation for Bid - IDOC Certified Kosher Prepackaged Meals.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”.

State of Illinois Contract v.25.4

Illinois Department of Corrections Certified Kosher Prepackaged Meals

26-426DOC-SOURC-B-48787

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois Department of Corrections (IDOC) seeks to procure prepackaged, certified kosher meals for individuals in custody who require religious dietary accommodations. The awarded vendor shall provide shelf-stable or frozen kosher meals, or a combination of both, that comply with religious, nutritional, and institutional requirements across all correctional facilities.

The Department estimates an average need of approximately 54,000 prepackaged kosher meals per month. This estimate is provided solely for planning and pricing purposes and does not constitute a guarantee of volume or frequency of orders. Actual meal quantities may vary based on institutional needs, population fluctuations, or policy changes.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Nutritional Standards and Meal Composition

1.2.1.1. All meals must be complete, double-sealed, and certified kosher, with the seal intact upon delivery and clearly displaying the certification symbol from a recognized rabbinical authority (e.g., OU, OK, Kof-K, Star-K).

1.2.1.2. Contractors must offer a minimum of eighteen (18) distinct meal varieties, consisting of:

1.2.1.2.1. Minimum four (4) certified kosher breakfast options

1.2.1.2.2. Minimum seven (7) certified kosher lunch options

1.2.1.2.3. Minimum seven (7) certified kosher dinner options

1.2.1.3. Each meal must meet the following nutritional and dietary requirements:

1.2.1.3.1. Provide approximately 700 to 900 calories per meal

1.2.1.3.2. Include a minimum of:

1.2.1.3.2.1. One (1) serving of protein

1.2.1.3.2.2. One (1) serving of grain

1.2.1.3.2.3. One (1) serving of vegetables

1.2.1.4. Meals may include animal or non-animal protein sources and must conform to both kosher certification requirements and IDOC nutritional guidelines.

1.2.1.5. All meals must be suitable for heating through multiple standard methods (e.g., water bath, convection oven, or microwave) without compromising kosher compliance. Packaging must allow the meal to remain sealed and compliant throughout the heating process.

1.2.1.6. Heating instructions must be clearly printed on each meal package (see Section 1.3.2, Labeling). Additionally, Contractors are required to submit complete heating instructions for all meal types with their bid submission as part of the product support documentation.

1.2.1.7. Contractors must also submit individual product specification sheets at the time of bid for each proposed meal, including:

1.2.1.7.1. Nutritional content

1.2.1.7.2. Ingredient list

1.2.1.7.3. Allergen information

1.2.1.7.4. Net weight

1.2.1.7.5. Packaging format

1.2.1.7.6. Kosher certification authority and certification number (if applicable)

1.2.2. Supply and deliver kosher meals that meet the standards of Orthodox Jewish dietary laws (Kashrut).

1.2.3. Provide meals that are either shelf-stable, frozen, or a combination of both, as determined by facility needs.

1.2.4. Work in coordination with IDOC-designated food service managers to ensure timely and compliant delivery.

1.2.5. Maintain the variety of meals submitted under their bid for a minimum of one (1) calendar year from the start of service.

1.2.5.1. No substitutions to approved meal offerings shall be made without the Department’s expressed written consent, unless the change is due to a documented product recall.

1.2.5.2. Vendors may propose annual updates or replacements to meal offerings, subject to Department review and written approval. These proposed changes must be submitted no less than 60 days prior to the desired implementation date.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Nutritional Standards and Meal Composition

1.3.1.1. Meals must meet IDOC dietary standards and provide:

1.3.1.1.1. Balanced macronutrient content (protein, carbohydrates, fats)

1.3.1.1.2. Sodium content not exceeding 33% of the recommended daily intake (~765 mg/meal)

1.3.1.1.3. A rotation of at least seven (7) distinct meal options

1.3.1.2. Meals must include three distinct meal types:

1.3.1.2.1. Breakfast options

1.3.1.2.2. Lunch options

1.3.1.2.3. Dinner options

1.3.1.3. Meals may include animal or non-animal protein sources

1.3.1.4. Meals must be shelf-stable, frozen, or a combination thereof, based on facility capability and IDOC discretion

1.3.2. Product Certification and Labeling

1.3.2.1. All meals must be certified kosher, with documentation submitted and approved by IDOC prior to service commencement.

1.3.2.2. Each meal package must be clearly labeled with:

1.3.2.2.1. Kosher certification symbol

1.3.2.2.2. Full list of ingredients and allergens

1.3.2.2.3. Production and expiration dates

1.3.2.2.4. Instructions for preparation (if applicable)

1.3.2.2.5. Tamper-evident and sealed packaging

1.3.3. Packaging and Shelf Life

1.3.3.1. Meals must be:

1.3.3.1.1. Individually prepackaged.

1.3.3.1.2. Clearly marked and sealed for secure handling in a correctional setting.

1.3.3.1.3. Each meal package must prominently display the kosher certification label (e.g., OU, OK, Kof-K, Star-K), indicating the certifying authority and ensuring visibility for verification by facility staff.

1.3.3.1.4. All labels must also include:

1.3.3.1.4.1. Full ingredient and allergen list

1.3.3.1.4.2. Production and expiration dates

1.3.3.1.4.3. Preparation instructions (if applicable)

1.3.3.1.4.4. Tamper-evident seal or packaging closure

1.3.3.1.5. Shelf-stable meals must have a minimum of 12 months of shelf life from delivery.

1.3.3.1.6. Frozen meals must maintain temperature integrity throughout delivery and storage, and packaging must be suitable for freezer conditions.

1.3.4. Quality Assurance and Incident Management

1.3.4.1. Contractor shall implement a quality control plan ensuring product integrity and compliance.

1.3.4.2. Any incident involving damaged goods, certification lapse, or labeling issues must be reported within 24 hours.

1.3.4.3. Corrective action must be documented and submitted to IDOC within 5 business days.

1.3.5. Performance Metrics

1.3.6. Reporting and Communication

1.3.6.1. Monthly usage reports must be submitted to IDOC and include:

1.3.6.1.1. Total number of meals delivered by facility

1.3.6.1.2. Types of meals provided (breakfast, lunch, dinner)

1.3.6.1.3. Any quality issues or complaints

1.3.6.2. Contractor must assign a contract liaison for direct communication with IDOC food service administrators

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Contractor guarantees that it is an authorized dealer of the manufacturer and that the manufacturer has agreed to supply the dealer with all quantities of products required by the dealer in fulfillment of its obligations under this contract. Contractor must submit authorized dealer letter upon request.

1.4.2. Contractor’s Personnel shall be required to comply with all Illinois Department of Corrections and each Correctional Center’s rules and regulations while on the grounds of each Center. Failure to comply with this requirement may result in termination of the contract.

1.4.3. Upon notification from the Agency that the contract has been fully executed the Contractor must provide within five (5) days the names, dates of birth and social security numbers for all employees who will be providing on-site services.

1.4.4. Contractor’s Personnel who will be entering the grounds of the facilities to provide service must agree to and pass a background investigation conducted by the department. The background investigation may include a drug screening test, if required by the department. Contractor’s Personnel who will be entering the grounds of the facilities must complete and sign an “Authorization for Release of Personal Information”. Contractor shall not assign Personnel to duties at the facilities that have not passed the Background Investigation. Failure to comply with these requirements may result in termination of the contract.

1.4.5. The Agency reserves the right to search all personnel, vehicles and products entering the facility.

1.4.6. Contractor’s Personnel shall sign in and out of the facilities on the Contractual “Service Employee Sign-in Sheet” and “Official Visitor Sign-in Sheet” and other required security logs each time they enter and leave the grounds of the institution. Failure to do so may result in termination of the Contract.

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

1.4.8. All security rules at each Correctional Center will apply to employees of Contractor including vehicles, machinery and hand tools. An Outside Contractors Booklet will be issued for all on-site Contractor employees to review and acknowledge receipt of prior to the start of the contract.

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 or marijuana. Any contractual personnel that do not pass the urinalysis and/or blood test will not be allowed on-site at the facilities.

1.4.10. Employees and vehicles of Contractor(s) will enter and exit through the Sallyport gate. (Vehicles are to be cleared prior to start of work.)

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Delivery fulfillment shall be made seven (7) business days following the receipt of Purchase Order as directed by the IDOC Correctional Center making the purchase. It shall be the responsibility of the Contractor to contact the Correctional Center directly for exact shipping and arrival dates and other operating instructions. The contact’s name and telephone number will be listed on each order.

1.5.2. Contractor is fully responsible for the replacement of any damaged or defective product identified upon delivery or during inspection.

1.5.2.1. All such meals must be replaced at no additional cost to the Department within seven (7) calendar days of the original delivery date, unless otherwise approved in writing by IDOC.

1.5.3. Delivery and Logistics

1.5.3.1. Emergency delivery options must be available upon request.

1.5.3.2. Deliveries must be accompanied by packing slips and chain-of-custody documentation

1.5.4. Delivery Locations

State of Illinois Contract v.25.4

Big Muddy River Correctional Center 251 N. Illinois Highway 37 Ina, Illinois 62846 Delivery Contact:

Business Administrator Phone: (618) 437-5300 ext. 242

Centralia Correctional Center 9330 Shattuc Road Centralia, IL 62801 Delivery Contact:

Business Administrator Phone: (618) 533-4111

Danville Correctional Center 3820 East Main Danville, IL 61834 Delivery Contact:

Business Administrator Phone: (217) 446-0441 Ext. 212

Decatur Correctional Center 2310 East Mound Rd Decatur, IL Delivery Contact:

Business Administrator 217-877-0353 ext. 400

Dixon Correctional Center 2600 North Brinton Avenue Dixon, IL 61021 Delivery Contact:

Business Administrator

(815) 288-5561

East Moline Correctional Center 100 Hillcrest Rd.

East Moline, Illinois 61244 Delivery Contact:

Business Administrator Phone: (309) 755-4511

Graham Correctional Center 12078 Illinois Route 185 Hillsboro, IL 62049 Delivery Contact:

Business Administrator Phone: (217) 532-6961

Hill Correctional Center 600 South Linwood Road Galesburg, Illinois 61401 Delivery Contact:

Business Administrator

(309) 343-4212 ext. 133

Illinois River Correctional Center 1300 West Locust Canton, Illinois 61520 Delivery Contact:

Business Administrator Phone: (309) 647-7030 ext. 230

Jacksonville Correctional Center 2268 E. Morton Ave.

Jacksonville, Illinois 62650 Delivery Contact:

Business Administrator Phone: (217) 245-1481 ext. 215

JOLIET TREATMENT CENTER

2848 McDonough St Joliet, IL 60436 Delivery Contact:

Business Administrator Phone (815) 730-4400 ext. 2650

Kewanee Life Skills Re-entry Center 2021 Kentville Rd.

Kewanee, Illinois 61443 Delivery Contact:

Business Administrator Phone: (309) 852-4601 ext. 1100

Lawrence Correctional Center 10940 Lawrence Road Sumner, Illinois 62466 Delivery Contact:

Business Administrator Phone: (618) 936-2064 ext. 2010

Lincoln Correctional Center 1098 1350th St, P.O. Box 549 Lincoln, Illinois 62656 Delivery Contact:

Business Administrator Phone: (217) 735-5411 ext. 226

Logan Correctional Center 1096 1350th Street Lincoln, IL 62656 Delivery Contact:

Business Administrator Phone: (217) 735-5581 x-3231

Menard Correctional Center 711 Kaskaskia Street Menard, Illinois 62259 Delivery Contact:

Business Administrator Phone: (618) 826-5071 ext. 2264

Pinckneyville Correctional Center 5835 State Route 154 Pinckneyville, IL 62274-3410 Delivery Contact:

Business Administrator Phone: (618) 357-9722, Ext. 2030

Pontiac Correctional Center 700 W. Lincoln Street Pontiac, Illinois 61764 Delivery Contact:

Business Administrator Phone (815) 842-2816 ext. 2675

Robinson Correctional Center 13423 East 1150th Ave.

Robinson, Illinois 62454 Delivery Contact:

Business Administrator Phone: (618) 546-5659 ext. 5402

Shawnee Correctional Center 6665 State Route 146 E Vienna, Illinois 62995 Delivery Contact:

Business Administrator Phone: (618) 658-8331 extension 2003

Sheridan Correctional Center 4017 East 2603 Road Sheridan, Illinois 60551 Delivery Contact:

Business Administrator Phone: (815) 496-2181 ext. 2006 Fax# (815) 496-2931

Southwestern Illinois Correctional Center 950 Kingshighway Street East St. Louis, Illinois 62203 Delivery Contact:

Business Administrator Phone (618) 394-2228 ext. 2432

Stateville Northern Reception Center 16830 South Broadway Crest Hill, IL 60403 Delivery Contact:

Business Administrator Phone (815) 727.3607 ext. 5551 or 2334

Taylorville Correctional Center 1140 N 1600 East Road Taylorville, IL 62568 Delivery Contact:

Business Administrator Phone: (217) 824-4004, ext. 5461

Vandalia Correctional Center Route 51 North, Box 500 Vandalia, Illinois 62471 Delivery Contact:

Business Administrator Phone (618) 283-4170 ext. 2238

Vienna Correctional Center 6695 State Rt. 146 East Vienna, IL 62995 Delivery Contact:

Business Administrator Phone: (618) 658-8371 ext. 500

Western Illinois Correctional Center 2500 Route 99 South Mt. Sterling, Illinois 62353 Delivery Contact:

Business Administrator Phone: (217) 773-4441 ext. 233

1.6. SUBCONTRACTING:

Subcontractors are allowed.

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

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

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

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

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

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

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

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

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

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

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

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. ECONOMIC ADJUSTMENTS:

2.3.1. Prices are firm for the first six (6) months following contract execution.

2.3.2. Government Actions: A price adjustment may be requested from the Contractor following the execution date of this Contract due to unforeseeable government actions including tariffs, duties or similar governmental charges that are beyond the control of either Party. The additional governmental charges shall be added to the invoice as a separate line item.

2.3.2.1. Verifiable documentation requested may be the same as that requested under 2.3.3. Vendor shall not be entitled to apply any governmental charges without first obtaining approval of such request from the Department of Central Management Bureau of Strategic Sourcing.

2.3.2.2. At the sole discretion of IDOC, if the government action that warranted a price adjustment granted under this Section is rescinded, the price shall automatically revert to the previous contract price, without notice to the Vendor.

2.3.3. Verifiable documentation of such changes, including but not limited to, invoices, published price lists or official price bulletins, etc., from the Vendor’s supplier, will be provided with the request for economic adjustment in order to substantiate any requested change. The State reserves the right to consider various pertinent information sources to evaluate price increase requests (such as the CPI and PPI, as published by the US Department of Labor, Bureau of Labor Statistics). The State also reserves the right to consider other information related to special economic and/or industry circumstances, when evaluating a price change request. Changes may be either increases or decreases and may be requested by either party.

2.3.4. The claim for such adjustment must include a certification from the manufacturer/supplier verifying the actual cost at the time of the bid award and at the time of the requested increase. The increase will be allowed only on the cost to the Vendor. No increase or change in the Vendor's overhead, profit or other factors will be approved.

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

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term of five (5) years commencing upon execution of the contract. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

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

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

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

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

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

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

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

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

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

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

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

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

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

Send invoices to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.16. APPLICABLE LAW:

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

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

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

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

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

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

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

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

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

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

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

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

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

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

5. ATTACHMENTS

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

5.2. Business Enterprise Program Utilization Plan

5.3. State of Illinois Offer Document

5.4. BidBuy Purchase Order

Illinois Department of Corrections Certified Kosher Prepackaged Meals

26-426DOC-SOURC-B-48787

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62794

Printed Name: Latoya Hughes / James Deen

Official’s Title: Director / CFI

Legal Printed Name: Click here to enter text.

Legal’s Title: Click here to enter text.

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

Fiscal’s Title: Click here to enter text.

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #:

· Project Title: Certified Kosher Prepackaged Meals

· Contract #: 26-426DOC-SOURC-B-48787

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

· BidBuy / Bulletin Reference #:

· BidBuy / Bulletin Publication Date:

· Award Code:

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

· Funding Source:

· Obligation #:

· Other Preferences?