State of Illinois Contract v.25.4 discre,on, require waivers of lien for materials prior to payment for goods and/or services.

1.2.3. If the Facility Manager or designee determines it is in its best interest, the Vendor shall, as requested, furnish supplies, materials, parts, etc. for rou,ne and/or preven,ve maintenance, repairs, replacement, etc. to be used by Staff Engineers, tradesmen, and maintenance personnel. Supplies, materials, etc. can only be u,lized/purchased from Vendor if the State is using for the repair and maintenance germane to this contract. Vendor will be responsible for shipping or delivery of the parts to the reques,ng agency. The State will reimburse Vendor for any shipping cost;

however, the State will not allow a mark-up on shipping. A copy of the shipping invoice verifying the Vendor’s cost must accompany the parts invoice submi=ed to the State. The reques,ng agency may request Vendor to provide copies of material suppliers’ invoices to verify cost. The State will allow a nominal convenience fee of

$25 or 10% of the total order, whichever is less.

1.2.4. Replacement parts may be new or recondi,oned, at the discre,on of the End-user.

1.2.5. Facility Manager or designee shall, at all ,mes, have access to the work wherever it is in prepara,on or progress and the Vendor shall provide for such access and inspec,on.

1.2.6. All work, material, parts, etc. shall be guaranteed for one year to be free of defects.

Defec,ve items shall be replaced during the first year of opera,on without cost

(including labor cost) to the State.

1.2.7. The supplies and materials to be used shall be of high-quality conforming with applicable Federal and/or State specifica,ons. The Vendor shall furnish materials, supplies, and products suitable for the purpose, but not harmful to the surface to which it is applied.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Services shall be performed on an as-needed basis. The work to be accomplished and the length of time it should take to complete, shall be agreed upon by Facility

Manager or designee and Vendor, prior to the commencement of work.

1.3.2. Response time for routine work repairs and service will be within eight (8) hours after receipt of call from the requesting Agency. All work shall be completed during normal working hours or as may be determined and/or scheduled by the requesting agency.

1.3.3. Emergency service response time will be within two (2) hours after call from the requesting agency on either a regular or overtime basis, depending on day and time.

v.25.4

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

Vendor below.

Contact Name: __Jus,n Kramper______________ (Vendor to complete)

Contact Phone: ___618-314-2601________________ (Vendor to complete)

Contact Email: jkramper@rmkcontrac,ng.com (Vendor to complete)

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

1.3.6. Vendor shall, as necessary, instruct State personnel in the use and maintenance of equipment and systems installed pursuant to this contract.

1.3.7. Vendor shall report the existence of any defective equipment, controls, instruments and/or accessories which may require replacement or repair to the Facility Manager or designee. The report shall include:

A) Defective item

B) Location of defective item

C) Nature of defect and impact on building operation

D) Detailed breakdown of material and labor cost for replacement

The replacement shall be made at once if authorized in writing by the Facility

Manager or designee. If the replacement item is not in stock, Vendor shall order it at once and make installation as soon as possible.

1.3.8. For Central Management Services (CMS): Vendor shall attach and submit with their billing invoice, the job work order/ticket signed by CMS designee authorizing and approving work, with all pertinent information required as stated in Section 1.4.13.

Other governmental units will indicate with their purchase orders, if they require any additional paperwork to be submitted with their invoices.

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

v.25.4

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

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

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

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

1.3.14. Whenever available or practical, the Vendor shall furnish materials and products which are manufactured in the State of Illinois.

1.3.15. The State shall provide electricity, hot and cold water. The State will not be responsible to provide storage for Vendor’s material, tools, equipment, etc. or be liable for same.

1.3.16. The Facility Manager or designee may request a list of each material that is being proposed for use in the performing of the work. Vendor shall furnish this list if requested.

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

1.3.18. The State reserves the right to reject any materials and/or supplies they deem harmful to the building surfaces, contents, or equipment.

1.3.19. The Facility Manager or designee may request a written estimate and/or proposal on any repairs, replacements and/or work exceeding $500.00.

1.3.20. The State reserves the right to verify if quotes are reasonable, including requesting copies of Vendor’s suppliers’ invoices.

1.3.21. Estimates and proposals will be in writing with description of work to be performed and detailed breakdown of material and labor costs and priced as per contract agreement. The estimate will be given to the Facility Manager or designee for approval. The estimate or proposal shall provide written justification why a higher paid tradesperson (foreman) is being used in lieu of a lower paid tradesperson (basic).

v.25.4

1.3.22. If proposed work is authorized by Facility Manager or designee, then work shall be performed on a time and material basis not to exceed the estimate or proposal. The

Facility Manager or designee will provide a work authorization or purchase order number.

1.3.23. Vendor shall maintain records of all work, maintenance and repairs provided under this Agreement and shall furnish copies of same to Facility Manager or designee.

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

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

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

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

1.4. VENDOR / STAFF SPECIFICATIONS:

1.4.1. The State is commi=ed to prompt and efficient customer service. Vendor and its employees are to treat customers with courtesy and respect and subscribe to the

State’s values regarding customer service.

1.4.2. Vendor shall not commence any work under this contract un,l it has obtained the approval and been issued a CMS job work authoriza,on order and/or purchase order number from Facility Manager or designee. This number must appear on all of the

Vendor’s job invoices and/or ,ckets, and billings. Other governmental units may require their own form be issued prior to work beginning.

1.4.3. Vendor and its employees shall be experienced and knowledgeable in the field of commercial, industrial, and ins,tu,onal plumbing services.

1.4.4. Vendor is advised that asbestos contained materials and or suspected asbestos contained materials may be present in some facili,es.

v.25.4

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

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

State, Facility Manager, and/or designee.

C) Vendor and its employees acknowledge that they are fully aware of the health hazards associated with asbestos exposures and will not engage in any work ac,vi,es which may disturb and/or damage said material crea,ng a poten,al hazard.

D) Any removal and/or repair of asbestos contained materials and/or suspected asbestos contained materials that is necessary for repairs, maintenance and replacement of materials and equipment under this contract shall be provided by the licensed asbestos abatement Vendor under contract with the Illinois

Department of Central Management Services or end-user agency. The licensed asbestos abatement Vendor may monitor air quality during work performance.

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

1.4.5. Vendor shall be familiar with the equipment and system to be serviced.

1.4.6. Vendor’s employees shall be required to comply with all instruc,ons pertaining to the job and work site, issued by the Facility Manager or designee.

1.4.7. Job site shall be kept clean of all unwanted residue, debris, material, empty cans and boxes, tools, and equipment, etc. at the end of each working day.

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

1.4.9. Vendor and its employees are responsible for maintaining current insurance, licensure, and certifications necessary to perform the varied maintenance and repair services under the scope of the contract. These shall remain valid during the life of the contract. Proof of such shall be provided within 3 days of written request by the

State.

v.25.4

1.4.10. Vendor shall be licensed and certified by the Department of Public Health and

Environmental protection Agency to perform required testing of the back flow prevention devices during the life of the contract. Proof of such shall be provided within 3 days of written request by the State.

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

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

Discretion will reside with the Facility Manager.

1.4.13. At the completion of each job the Vendor's employees shall report to the Facility

Manager or designee for approval of the work. For CMS work, the following items A through D will be required. Other governmental units may have separate requirements or agency paperwork that the Vendor shall follow.

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

B) Vendor shall leave signed copy with CMS designee.

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

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

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

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

3) Detailed description of work performed.

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

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

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

1.4.14. Vendor is not considered a general contractor and shall possess their own work crew, and, as such, is expected to complete the projects under this contract with their own employees and maintain, or have the source to obtain, adequate personnel to fulfill the contract requirements. There will be no subcontrac,ng of labor.

v.25.4

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

1.4.16. Vendor and its employees shall report to and sign in and out with the Facility Manager or designee indica,ng ,mes of arrival and departure with a brief descrip,on of the services rendered, work order number and/or loca,on in the facility. Sign in and out

,mes shall be indicated on Vendor’s job invoice and/or ,cket.

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

• Description of damage, including extent and location

• Cause of damage

• Steps taken by Vendor

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

1.5. TRANSPORTATION AND DELIVERY:

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

1.6. SUBCONTRACTING

Subcontractors are allowed.

1.6.1. Will Subcontractors be u,lized? Yes No

A subcontractor is a person or en,ty that enters into a contractual agreement with a total value of $100,000 or more with a person or en,ty who has a contract subject to x

7/16/26 v.25.4

Vendor shall disclose the loca,ons where the services required shall be performed and the known or an,cipated value of the services to be performed at each loca,on. If the Vendor received addi,onal considera,on in the evalua,on based on work being performed in the

United States, it shall be a breach of contract if the Vendor shiSs any such work outside the

United States.

• Loca,on where services will be performed: State of Illinois

• Value of services performed at this loca,on: 100%

2. PRICING

2.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or es,mated at the ,me it is submi=ed for obliga,on. The total price of this contract is es,mated.

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

A) Vendor’s per hour labor rate shall include the highest prevailing basic wage rate within each region, fringe benefits (Health and Welfare, pension or others), all employer expenses for FICA, Workmen’s Compensa,on, Liability Insurance, Unemployment

Insurance and any other city, State or federal requirements regarding employees. Per hour labor rate shall also include all cost and expenses for trucks and/or vehicles, tools and equipment associated with trade, pick-up and delivery of materials, es,ma,ng or quo,ng jobs, call-backs, supervision, administra,ve, overhead, and profit.

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

2.3. MAXIMUM AMOUNT: The total payments under this contract are not applicable as this is an indefinite quan,ty master contract.

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have a term beginning upon execu,on and end

03/31/30. If a start date is not specified, the contract will be effec,ve upon the last dated signature of the par,es. In no event will the maximum total term of the contract, including the ini,al 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 execu,on of the contract except when permi=ed 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 no,ce to the Vendor if: (a) the State determines that the ac,ons or inac,ons of the Vendor, its agents, employees or subcontractors have caused, or reasonably v.25.4 could cause, jeopardy to health, safety, or property, or (b) the Vendor has no,fied the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s sa,sfac,on any material requirement of this contract, is in viola,on 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 wri=en no,ce to the Vendor to cure the problem iden,fied within the period of ,me specified in the State’s wri=en no,ce. If not cured by that date the State may either: (a) immediately terminate the contract without addi,onal wri=en no,ce or (b) enforce the terms and condi,ons of the contract.

For termina,on due to any of the causes contained in this Sec,on, 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 wri=en no,ce to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obliga,on to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be en,tled to compensa,on for supplies and services provided in compliance with this contract up to and including the date of termina,on.

3.4. AVAILABILITY OF APPROPRIATION: This contract is con,ngent upon and subject to the availability of funds. The State, at its sole op,on, 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 appropria,on sufficient to pay such obliga,on, 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 appropria,on(s) pursuant to power delegated to the Governor by the Illinois General

Assembly, or (3) the Agency determines, in its sole discre,on or as directed by the Office of the Governor, that a reduc,on is necessary or advisable based upon actual or projected budgetary considera,ons. Contractor will be no,fied in wri,ng of the failure of appropria,on or of a reduc,on 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.

v.25.4

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Sec,on 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 Administra,ve

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 execu,on of this contract by the Par,es even if the effec,ve date of the contract is prior to execu,on.

4.1.4. PREVAILING WAGE: As a condi,on 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 respec,ve contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, prin,ng, 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 no,fica,on of any rate changes under this subsec,on.

Vendor is responsible for contac,ng DOL at 217-782-6206 or (h�ps://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be par,ally 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 no,ce of intent to award.

4.1.6. INVOICING: By submiTng an invoice, Vendor cer,fies 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 submi=ed 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 exemp,on number and Federal tax exemp,on informa,on.

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

v.25.4

Send invoices to:

Agency: Reques,ng Agency/En,ty

A=n: Reques,ng Agency/En,ty

Address: Reques,ng Agency/En,ty

City, State Zip Reques,ng Agency/En,ty

Email: Reques,ng Agency/En,ty

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 wri=en consent of the State.

4.3. SUBCONTRACTING: For purposes of this sec,on, 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 wri=en approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an a=achment if not already provided, the names and addresses of all authorized subcontractors to be u,lized by Vendor in the performance of this contract, together with a descrip,on of the work to be performed by the subcontractor and the an,cipated 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 fiSeen (15) days aSer execu,on of this contract.

All subcontracts must include the same cer,fica,ons that Vendor must make as a condi,on of this contract. Vendor shall include in each subcontract the Standard Illinois Cer,fica,on form available from the State. If at any ,me during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly no,fy, by wri=en 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 rela,ng 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 informa,on 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 comple,on of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or comple,on of the subcontract. If

Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respec,ve records for five (5) years. Books and records required to be maintained under this sec,on shall be available for review or audit by representa,ves of the procuring Agency, v.25.4 the Auditor General, the Execu,ve Inspector General, the Chief Procurement Officer, State of

Illinois internal auditors or other governmental en,,es with monitoring authority, upon reasonable no,ce and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any inves,ga,on conducted by any of these en,,es. Failure to maintain books and records required by this sec,on shall establish a presump,on 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 examina,on 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 con,nue to perform its obliga,ons 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 wri,ng, 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 du,es and obliga,ons 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 prohibi,on. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declara,on.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confiden,al data or informa,on owned or maintained by the other Party in the course of carrying out its responsibili,es under this contract. Vendor shall presume all informa,on received from the State or to which it gains access pursuant to this contract is confiden,al. Vendor informa,on, unless clearly marked as confiden,al and exempt from disclosure under the Illinois Freedom of Informa,on Act, shall be considered public. No confiden,al data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the wri=en consent of the disclosing Party, either during the period of this contract or thereaSer.

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 no,fy the disclosing

Party in wri,ng of its destruc,on. The foregoing obliga,ons shall not apply to confiden,al data or informa,on lawfully in the receiving Party’s possession prior to its acquisi,on from the disclosing Party; received in good faith from a third Party not subject to any confiden,ality obliga,on to the disclosing Party; now is or later becomes publicly known through no breach v.25.4 of confiden,ality obliga,on by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confiden,al informa,on.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether wri=en 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 wri,ng. Vendor hereby assigns to the State all right, ,tle, 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 connec,on with the work.

Vendor acknowledges the State may use the work product for any purpose. Confiden,al data or informa,on contained in such work shall be subject to the confiden,ality 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, liabili,es, se=lements and judgments, including in-house and contracted a=orneys’ fees and expenses, arising out of: (a) any breach or viola,on by Vendor of any of its cer,fica,ons, representa,ons, warran,es, 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, ac,vity or omission of Vendor or any of its employees, representa,ves, 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 Ar,cle VIII, Sec,on 1(a),(b) of the Cons,tu,on of the State of

Illinois and 1973 Illinois A=orney General Opinion 78, the State may not indemnify private par,es absent express statutory authority permiTng the indemnifica,on. Neither Party shall be liable for incidental, special, consequen,al, or puni,ve damages.

4.11. INSURANCE: Vendor shall, at all ,mes during the term of this contract and any renewals or extensions, maintain and provide a Cer,ficate of Insurance naming the State as an addi,onally insured for all required bonds and insurance. Cer,ficates may not be modified or canceled un,l at least thirty (30) days’ no,ce 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 Compensa,on Insurance in the amount required by law. Insurance shall not limit

Vendor’s obliga,on to indemnify, defend, or se=le any claims.

v.25.4

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 no,ce 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, regula,ons, 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 arbitra,on 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/legisla�on/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of ac,on it has arising under Federal or State an,trust laws rela,ng to the subject ma=er of this contract, v.25.4 then upon request of the Illinois A=orney General, Vendor shall assign to the State all of

Vendor’s rights, ,tle and interest to the claim or cause of ac,on.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of

Illinois shall be the only State en,ty responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing

Officer signs in addi,on 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 en,ty.

4.20. NOTICES: No,ces and other communica,ons provided for herein shall be given in wri,ng via electronic mail whenever possible. If transmission via electronic mail is not possible, then no,ces and other communica,ons shall be given in wri,ng via registered or cer,fied 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 ,me of successful receipt. No,ces shall be sent to the individuals who signed this contract using the contact informa,on following the signatures. Each such no,ce shall be deemed to have been provided at the ,me it is actually received. By giving no,ce, either Party may change its contact informa,on.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifica,ons and waivers must be in wri,ng and signed by authorized representa,ves of the Par,es. 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 Par,es’ intent. All provisions that by their nature would be expected to survive, shall survive termina,on. In the event of a conflict between the State’s and the Vendor’s terms, condi,ons and a=achments, the State’s terms, condi,ons and a=achments 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 con,nue this contract, suspend Vendor from doing future business with the State for a specified period of ,me, or whether Vendor can be considered responsible on specific future contract opportuni,es.

v.25.4

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

Informa,on 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, specifica,ons, drawing, samples or descrip,ons furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifica,ons a=ached 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 wri,ng, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regula,ons and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good ,tle 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 limita,ons, reasonable a=orney’s fees and expenses, arising from failure of the supplies to meet such warran,es.

4.25.2. Vendor shall ensure that all manufacturers’ warran,es are transferred to the State and shall provide to the State copies of such warran,es. These warran,es shall be in addi,on to all other warran,es, express, implied or statutory, and shall survive the

State’s payment, acceptance, inspec,on 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 effec,ve 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 disrup,ve or not respecVul 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 no,fy the State of any event that may have a material impact on Vendor’s ability to perform this contract.