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 Contract Medical Grade Refrigeration Units and Vaccine Data Loggers

26-426DOC-CENTO-B-52227

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) is seeking to establish a contract for the procurement, delivery, installation, and support of refrigerated medical transport and storage equipment to ensure the safe handling, secure transport, and proper storage of vaccines and other temperature-sensitive medical supplies across its statewide facilities.

The purpose of this procurement is to maintain compliance with applicable public health standards, including those established by the Illinois Department of Public Health (IDPH), by ensuring that all vaccines and medical materials are consistently stored and transported within required temperature ranges. This includes maintaining cold chain integrity from receipt through administration within correctional facilities.

The awarded Contractor shall provide new, current-model equipment that meets or exceeds all applicable regulatory and manufacturer standards for medical-grade refrigeration and transport. Equipment must be capable of maintaining required temperature ranges under normal operating conditions and during transport, and must support the Department’s operational need for reliability, durability, and ease of use within a correctional environment.

This contract will support the Department’s ongoing healthcare operations by reducing the risk of temperature excursions, product loss, and non-compliance, while ensuring continuity of care for individuals in custody.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. The Contractor shall provide, deliver, install (if applicable), and ensure operational readiness of medical-grade refrigerator/freezer units and vaccine temperature data logging systems for use in healthcare operations across Illinois Department of Corrections facilities.

1.2.2. All equipment must support compliant cold chain management in accordance with guidance issued by the Illinois Department of Public Health and applicable federal standards.

1.2.3. Pharmacy/Vaccine Solid Door Refrigerator with Casters

1.2.3.1. All equipment provided must meet or exceed the following minimum specifications:

1.2.3.1.1. Designed specifically for medical or pharmaceutical storage (household or dormitory-style units are not acceptable)

1.2.3.1.2. Microprocessor temperature control

1.2.3.1.3. Calibrated using a NIST traceable device, certificate included

1.2.3.1.4. Digital temperature Controller

1.2.3.1.5. One swing solid door, self-closing, right hinged, not reversable

1.2.3.1.6. Magnetic door gasket for positive seal

1.2.3.1.7. Four adjustable shelves

1.2.3.1.8. Vaccine storage power cord warning label

1.2.3.1.9. Keyed door lock

1.2.3.1.10. Remote alarm contacts

1.2.3.1.11. Two Probe access ports

1.2.3.1.12. LED Interior lights with safety shield and switch controlled

1.2.3.1.13. Pharmacy refrigerator toolkit and temperature logs

1.2.3.1.14. Capable of maintaining:

a) Refrigeration: 2°C to 8°C (36°F to 46°F)

b) 2 probes; 1 in air and 1 in sample bottle

1.2.3.1.15. Minimum product dimensions

a) Width 26 ⅞” W”

b) Height 81 ¾” H with casters

c) Depth 34 ¾” D

d) Capacity 23 cubic feet

e) Color White

f) Voltage/Frequency 115 V AC/60 Hz

1.2.4. Portable Refrigerator/Freezer with Travel Trolley and with Factory Installed Lock

1.2.4.1. All equipment provided must meet or exceed the following minimum specifications:

1.2.4.1.1. Capacity - Minimum internal storage capacity: 0.88 cubic feet

1.2.4.1.2. Temperature Performance:

a) Refrigerator mode temperature range: 2°C to 8°C

b) Freezer mode temperature range: -15°C or lower

c) Unit shall maintain temperature within specified ranges under normal operating conditions

1.2.4.1.3. Power Requirements each unit shall support:

a) 12V to 24V DC power connection (vehicle compatible)

b) 110V–120V AC power via standard wall outlet adapter

c) All necessary cords and adapters shall be included

1.2.4.1.4. Controls and Monitoring

a) Digital thermostat with adjustable temperature control

b) Integrated digital thermometer/display showing internal temperature in real time

c) Temperature display must be externally visible without opening the unit

1.2.4.1.5. Construction and Design

a) Exterior finish: Hammered aluminum or equivalent durable material

b) Insulated construction suitable for maintaining cold chain integrity

c) Top-opening lid with lift-up door configuration

d) Unit shall include:

· Side handles for manual lifting and transport

· Durable construction suitable for repeated transport use

1.2.4.1.6. Mobility and Security

a) Unit must include an integrated trolley or wheeled transport system

b) Must include a built-in locking mechanism to secure contents during transport and storage

1.2.4.1.7. Minimum dimensions shall be approximately:

a) Height: 12 inches

b) Width: 13 inches

c) Depth: 9.75 inches (Note: Units slightly exceeding these dimensions may be accepted if all other specifications are met and portability is maintained.)

1.2.4.1.8. Units must be suitable and designed for medical or vaccine storage applications

1.2.4.1.9. Must be capable of maintaining cold chain requirements consistent with guidance from the Illinois Department of Public Health

1.2.5. Vaccine Data Logger Requirements

1.2.5.1. The Contractor shall provide temperature monitoring devices (data loggers) that meet the following:

1.2.5.1.1. Continuous temperature monitoring with minimum recording interval of 5 minutes

1.2.5.1.2. Two (2) removable dual 10ft probes.

1.2.5.1.3. One (1) single 10ft probe.

1.2.5.1.4. One (1) single 5ft probe.

1.2.5.1.5. Two (2) Glycol bottle probes.

1.2.5.1.6. Accuracy of ±0.5°C or better

1.2.5.1.7. Capable of:

a) Storing temperature data for a minimum of 30 days

b) Downloading/exporting data in a readable format (PDF/CSV)

1.2.5.1.8. Equipped with:

a) Audible and/or visual alarms for temperature excursions

b) Calibration certification traceable to national standards

1.2.5.1.9. Devices must be suitable for use in refrigerated and freezer environments

1.2.5.1.10. Systems with remote monitoring capability (Wi-Fi or network-based) are preferred, but must meet State IT security requirements if applicable

1.2.6. Submittal Requirements

1.2.6.1. Vendor must provide manufacturer specification sheets (cut sheets) for each proposed unit

1.2.6.2. Documentation must clearly demonstrate compliance with all specifications listed above

1.2.7. Warranty

1.2.7.1. Minimum one (1) year manufacturer warranty required

1.2.7.2. Minimum four (4) year manufacturer warranty for compressor parts required

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Within five (5) business days of contract execution contractor shall provide a detailed, written delivery and installation schedule identifying:

1.3.1.1. All delivery locations (by facility)

1.3.1.2. Estimated delivery dates for each location

1.3.1.3. Installation and setup timelines

1.3.1.4. Any anticipated constraints or dependencies that may impact delivery

1.3.2. Refer to Attachment A – Facility Locations Contacts for delivery addresses.

1.3.3. The Contractor shall provide a delivery and implementation schedule upon execution of the Contract that ensures compliance with this deadline. All milestones and interim deliverables must align with and support completion by the required date.

1.3.4. Vendor Certification of Ability to Supply

1.3.4.1. By submission of a bid, the Bidder certifies that it has the present ability, capacity, and commitment to provide all equipment, materials, and services required under this solicitation in accordance with the specifications, terms, and timelines set forth herein.

1.3.4.2. The Bidder further certifies that:

1.3.4.2.1. All equipment proposed is currently available for procurement and not contingent upon uncertain manufacturing, backorder, or allocation conditions that would prevent timely delivery.

1.3.4.2.2. The Bidder has established supply chains, manufacturer relationships, or inventory access sufficient to fulfill all contract requirements.

1.3.4.2.3. The Bidder has reviewed all delivery and installation requirements and confirms its ability to meet the required completion date of June 30, 2026.

1.3.4.2.4. Any reliance on third-party manufacturers or distributors will not impair the Bidder’s ability to meet contractual obligations, and the Bidder remains fully responsible for performance.

1.3.4.3. Upon request by the Department, the contractor shall provide supporting documentation demonstrating its ability to supply the proposed equipment, which may include, but is not limited to:

a) Manufacturer authorization letters

b) Inventory availability statements

c) Supply chain or distribution agreements

1.3.4.4. Substitution of awarded equipment due to lack of availability will not be permitted unless approved in writing by the Department. Requests for substitution must demonstrate equal or greater specifications and shall not result in delays to the delivery schedule.

1.3.4.5. Contractor shall be responsible for complete setup and installation, including assembly, leveling, connection to required power sources, and functional testing.

1.3.4.6. Equipment shall be delivered in new, unused condition and installed in accordance with manufacturer specifications.

1.3.4.7. Contractor shall verify the equipment is fully operational prior to acceptance.

1.3.4.8. The Vendor warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty and unless otherwise specified, full-coverage warranty for at least twelve (12) months shall be provided, starting from the time of delivery. The warranty shall be the standard maximum coverage warranty offered that includes materials and labor with no additional charges. Any manufacturer’s warranty that is effective past the expiration of the warranty will be passed on to the Agency.

1.3.4.9. If any equipment fails to conform to the warranties during the applicable warranty period, the Vendor or Manufacturer will adjust, repair, or replace the equipment at no charge to the entity as soon as possible upon notice. The equipment will be repaired on-site and at no additional cost. The Vendor may provide or perform warranty service at the nearest dealer location if on-site repair is not possible. Vendor shall facilitate pickup and delivery of the equipment at Vendor’s cost if warranty repair(s) are made off-site during the warranty period. The Vendor is responsible for any failure of their allied or subcontractors’ fulfillment of said warranties.

1.3.4.10. All work performed shall be subject to a repair warranty of not less than ninety (90) days against defects in materials and workmanship. All repair parts shall have the standard manufacturer’s warranty for the parts enforced. During the warranty period, there shall be no additional charges to Department for labor or parts on the specific equipment repaired. All parts furnished shall be newly manufactured.

1.3.4.11. The Vendor shall assist the Agency in reaching a solution in a dispute over any warranty’s terms with the manufacturer.

1.3.4.12. The Vendor warrants that all products/equipment and related services furnished hereunder will be free from liens and encumbrances; defects in design, materials, and workmanship; and will conform in all respects to the terms of this Contract including any specifications or standards. In addition, Vendor warrants the products/equipment and related services are suitable for and will perform in accordance with the ordinary use for which they are intended.

1.3.4.13. Upon completion of work, Vendor shall remove from the site the tools, equipment, surplus and discarded materials, including debris, dirt, existing materials and rubbish accumulated as a result of the repair service. Waste material shall be disposed of in accordance with local and State regulations. The Vendor shall leave site in a neat and presentable condition.

1.3.4.14. The Bidder shall be the original manufacturer or an authorized direct distributor of all products offered under this solicitation. For purposes of this solicitation, a “direct distributor” is defined as an entity that procures products directly from the original manufacturer or through a verifiable, manufacturer-authorized distribution channel and maintains full responsibility for product sourcing, inventory, and delivery.

1.3.4.15. The State will contract solely with the awarded Bidder as the prime contractor. The use of third-party subcontractors, brokers, resellers, or intermediaries to fulfill core contractual obligations, including but not limited to product sourcing, order fulfillment, delivery, or resolution of product deficiencies, is prohibited unless expressly disclosed in the Bidder’s submission and approved in writing by the State.

1.3.4.16. The awarded Bidder shall retain full responsibility and liability for the quality, conformity, and performance of all products provided under the contract. In the event of defective, non-conforming, damaged, or otherwise deficient products, the State will require corrective action directly from the awarded Bidder. The State will not engage with or coordinate through subcontractors or third parties for the resolution of such issues.

1.4 VENDOR / STAFF SPECIFICATIONS:

1.4.1 The Contractor shall provide direct, ongoing customer service support for all equipment provided under this contract. The Department will not coordinate service through third parties, subcontractors, or manufacturers.

1.4.2 Contractor shall designate a primary contract manager and at least one secondary contact for all service-related matters.

1.4.3 Contact information (name, phone number, and email) shall be provided at the time of award and kept current throughout the contract term.

1.4.4 In the event an incident occurs and creates damage to a facility, materials, equipment, or personal injury while the Vendor is still in possession of the equipment, the incident shall be reported to the Chief Engineer or their designee on-site immediately after controlling the situation. Repairs stemming from the incident will be the responsibility of the Vendor. The Agency will communicate to the Vendor which is in the best interest of the Department to have the repair work done and/or be compensated for the loss. Possession can be described as to when the Chief Engineer or their designee on-site agrees the equipment is ready for use and the delivery driver has permission to leave the premises.

1.4.5 The contractor shall, in the performance of their work, follow all standard safety practices of the trades. They shall comply with the requirements of the Occupational Safety and Health Act of 1970. Services delivered under this contract must be performed by a certified electrician and mechanical appliance technician.

1.4.6 Technicians shall report any property loss or damage to their supervisor immediately. The supervisor shall report damage, within 24 hours, to the designated Agency facility contact in writing specifying the location and extent of the damage.

1.4.7 All services shall be performed in a fully professional matter.

1.4.8 No warranty work shall be performed without authorization from the Agency designee at the facility.

1.4.9 Vendor’s personnel must arrive at the site, with all necessary tools, materials and equipment required to commence work within two (2) hours from the time the Agency contacts the Vendor’s representative. The Vendor must include in the bid the names, addresses, and telephone numbers of the persons who will be contacted for services.

1.4.10 Vendors staff will deliver, install, and set up and the equipment and dispose of all packaging.

1.4.11 Vendor will provide installation of all equipment according to the manufacturer's diagrams and recommendations. Packing, shipping, on-site Installation, Operator Training, and operation manual included.

1.4.12 All equipment shall be packaged in a manner to preclude any damage from the weather, humidity and temperature variations, dirt and dust, or other contaminants during transportation or storage.

1.4.13 All equipment shall be provided in the manufacturer’s original sealed packaging.

1.4.14 Vendor’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.

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

1.4.16 Vendor’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.

1.4.17 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.

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

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

1.5 VENDOR/STAFF SPECIFICATIONS:

1.5.1 All delivery and installation services shall be performed by trained and qualified personnel employed or directly contracted by the Contractor.

1.5.2 Personnel shall be knowledgeable in the assembly, installation, and operational setup of the equipment provided.

1.6 TRANSPORTATION AND DELIVERY:

1.6.1 Delivery will be made F.O.B. Destination with all transportation and handling paid by the Vendor. Delivery locations will be identified on individual orders. Vendor shall coordinate delivery location requirements with ordering entity prior to shipment.

1.6.2 Packing lists showing the Purchase Order (PO) number provided to Vendor must be furnished with each shipment and must be shown on the outside of each shipping container along with the Vendor name.

1.6.3 Vendor will notify the contact person listed on the Release Purchase Order at least five (5) business days prior to the actual date of delivery. No deliveries will be made without advance notice.

1.6.4 If Vendor is unable, or anticipates that it will not be able, to fulfill an order in accordance with the requirements of the Contract, Vendor will submit a request to delay order fulfillment to the Department in writing within 72 hours of receipt of the applicable order and will include in such request its best estimate of the duration of the delay and the reasons for the delay. At the Department’s discretion, the agency may choose to approve the delay or be relieved from its obligations to purchase any quantities of supplies or equipment in such order and may cancel such quantities effective upon notice to the Vendor. The ordering entity may elect to pursue alternative sources to fulfill the obligations of the canceled order. Vendor shall, at its own cost, use commercially reasonable efforts to remedy any shortage of supply and resume meeting the requirements of the Contract as soon as possible.

1.6.5 The Department reserve the right to inspect each piece of equipment after delivery to determine whether it meets the contract and order specifications. If within thirty (30) days of delivery, it is determined that any of the equipment does not meet the contract specifications, the ordering entity at its sole discretion may:

1.6.5.1 Reject the equipment, in whole or in part, and return them to the Vendor at the Vendor’s expense, at which time the Department’s obligations to the Vendor as to the rejected goods will become null and void.

1.6.6 Require the Vendor to conform the equipment to contract and/or order specifications. This work will be performed properly within the time limits established by the Department.

1.6.7 All equipment provided by the Vendor and/or sub-Vendor(s) shall be fully operational when delivery is made. Any noted defects at the time of delivery shall be addressed by the Vendor in the first thirty (30) days of in service.

1.7 SUBCONTRACTING:

Subcontractors are allowed.

1.7.1 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.

1.1.1. 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.

1.7.2 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.

1.7.3 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).

1.8 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 firm.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing.

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

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term of one (1) year commencing upon the last dated signature of the Parties. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

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

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

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

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

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

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

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

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

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

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

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

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

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

Send invoices to:

Agency:

Illinois Department of Corrections

Attn:

James Deen

Address:

1000 E Converse St.

City, State Zip

Springfield, IL 62794

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.16. APPLICABLE LAW:

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

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

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

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

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

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

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

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

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

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

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

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

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

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

5. ATTACHMENTS

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

5.2. Illinois Standard Certifications

5.3. State of Illinois Offer Document

5.4. BidBuy Purchase Order

Illinois Department of Corrections Medical Grade Refrigeration Units and Data Logger

26-426DOC-CENTO-B-000000

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 / CFO

Legal Printed Name: Click here to enter text.

Legal’s Title: Click here to enter text.

Fiscal’s Printed Name: Click here to…