State of Illinois Contract v.25.4

D) Individuals of all excluded pest populaMons that are incidental invaders inside the specified buildings, including winged

1.2.2. PopulaMons of the following pests are excluded from this contract; however, individual instances are included in the Specialized Requests and Emergency Service SecMon 1.2.8.:

A) Birds, bats, snakes, and all other vertebrates other than commensal rodents.

B) Termites and other wood-destroying organisms.

C) Mosquitoes

D) Pest that primarily feed on outdoor vegetaMon

1.2.3. Insect Control and Emphasis on Non-PesMcide Methods: The Vendor shall use non-pesMcide methods of control wherever possible. For example:

A) Portable vacuums rather than pesMcide sprays shall be the standard method for iniMal cleanouts of cockroach infestaMons, for swarming (winged) ants and termites, and for control of spiders in webs.

B) Trapping devices rather than pesMcide sprays shall be the standard method for indoor fly control.

C) SMcky traps shall be used to guide and evaluate indoor insect control efforts wherever necessary.

1.2.4. ApplicaMon of InsecMcides to Cracks and Crevices: As a general rule, the Vendor shall apply all insecMcides as “crack and crevice” treatments only, defined in this contract as treatments in which the formulated insecMcide is not visible to a bystander during or a_er the applicaMon process.

1.2.5. ApplicaMon of InsecMcides to Exposed Surfaces or as Space Sprays:

A) ApplicaMon of insecMcides to exposed surfaces or as space sprays (“fogging”) shall be restricted to excepMonal circumstances where no alternaMve measures are pracMcal.

B) The Vendor shall obtain approval of the IPM program prior to any applicaMon of insecMcide to an exposed surface or any space spray treatment.

C) No surface applicaMon or space spray shall be made while tenant personnel are present.

D) The Vendor shall take all necessary precauMons to ensure tenant and employee safety, and all necessary steps to ensure the containment of the pesMcide to the site of applicaMon.

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1.2.6. InsecMcide Bait FormulaMons: Bait formulaMons shall be the standard pesMcide technology for cockroach and ant control, with alternate formulaMons restricted to unique situaMons where baits are not pracMcal.

1.2.7. Monitoring: SMcky traps shall be used to guide and evaluate indoor insect control efforts wherever necessary.

1.2.8. Special Requests and Emergency Service: On occasion, the CMS Facility Manager may request that the Vendor perform corrective, special, or emergency service(s) that are beyond routine service requests or outside of the established monthly services. The Vendor shall respond to these exceptional circumstances and complete the necessary work as follows and bill these services on a time and materials basis.

A) Immediate possibility for harm (i.e. hornets’ nest, mass infestaMon, large rodent, etc.):

within three (3) hours a_er receipt of the request.

B) No immediate possibility of harm but sMll specialized request: within forty-eight (48) hours a_er receipt of the request.

C) Vendor shall bill the State for consumable materials required for special requests or emergency services. These shall be billed at Vendor’s cost with no markup. The State reserves the right to request Vendor’s supplier’s invoices for cost verificaMon.

1.2.9. Commensal Rodent Control

A) Indoor Trapping: As a general rule, rodent control inside buildings shall be accomplished with trapping devices only. All such devices shall be concealed out of the general view and in protected areas so as not to be affected by rouMne cleaning and other operaMons. Trapping devices shall be checked on a schedule approved by the CMS Facility Manager. The Vendor shall be responsible for disposing of all trapped rodents and all rodent carcasses in an appropriate manner.

B) Use of Rodenticides: In exceptional circumstances, when rodenticides are deemed essential for adequate rodent control inside buildings, the Vendor shall obtain approval of the CMS Facility Manager prior to making any interior rodenticide treatment. All rodenticides, regardless of packaging, shall be placed either in locations not accessible to children, pets, wildlife, and domestic animals, or in EPA-approved tamper-resistant bait boxes. As a general rule, rodenticide application outside buildings shall emphasize the direct treatment of rodent burrows wherever feasible.

C) Use of Bait Boxes: All bait boxes shall be maintained in accordance with EPA regulaMons, with an emphasis on the safety of non-target organisms. The Vendor shall adhere to the following five points:

v.25.4

1. All bait boxes shall be placed out of the general view, in locaMons where they will not be disturbed by rouMne operaMons.

2. The lids of all bait boxes shall be securely locked or fastened shut.

3. All bait boxes shall be securely abached or anchored to floor, ground, wall, or other immovable surface, so that the box cannot be picked up or moved.

4. Bait shall always be secured in the feeding chamber of the box and never placed in the runway or entryways of the box.

5. All bait boxes shall be labeled on the inside with the Vendor’s business name, business address, and dated by the Vendor’s technician at the Mme of installaMon and each service.

1.2.10. Structural modificaMons and recommendaMons: Throughout the term of this contract, the Vendor shall be responsible for advising CMS about any structural, sanitary, or procedural modificaMons that would reduce pest food, water, harborage, or access. The Vendor shall be responsible for adequately suppressing all pests included in this contract regardless of whether or not the suggested modificaMons are implemented. The Vendor will not be held responsible for carrying out structural modificaMons as part of the pest control effort. However, minor applicaMons of caulk and other sealing materials by the Vendor to eliminate pest harborage or access may be approved by CMS on a case by case basis. The Vendor shall obtain the approval of CMS prior to any applicaMon of sealing material or other structural modificaMon.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Vendor shall designate an employee to be the contact person for this contract. The name, phone number, and email address of that designee shall be provided by the Vendor below.

Contact Name: ________________________________ (Vendor to complete)

Contact Phone: ________________________________ (Vendor to complete)

Contact Email: _________________________________ (Vendor to complete)

1.3.2. Ini&al Building Inspec&ons: Vendor shall complete a thorough, iniMal inspecMon of the facility within the first ten (10) working days of the contract. The purpose of the iniMal inspecMon is for the Vendor to evaluate the pest control needs of the locaMon and to idenMfy problem areas and any equipment, structural features, or management pracMces that are contribuMng to pest infestaMons. Access to building space shall be coordinated with the CMS Facility Manager or designee. The CMS Facility Manager or designee will inform the Vendor of any restricMons or areas requiring special scheduling.

Kacey Henley

844-720-2847 info@chicagopests.com v.25.4

1.3.3. Vendor shall submit a Pest Control Plan within the following five (5) business days a_er IniMal Building InspecMon. Upon receipt of the Pest Control Plan, the CMS Facility Manager will render a decision regarding its acceptability within two (2) working days. If aspects of the Pest Control Plan are incomplete or disapproved, the Vendor shall have two (2) working days to submit revisions

1.3.4. The Pest Control Plan shall consist of the following five parts:

A) Proposed Materials and Equipment for Service: The Vendor shall provide current labels and Safety Data Sheets (SDS) for all pesMcides to be used, and brand names of pesMcide applicaMon equipment, rodent bait boxes, insect and rodent trapping devices, pest monitoring devices, pest detecMon equipment, and any other pest control devices or equipment that may be used to provide service.

B) Proposed Methods for Monitoring and DetecMon: The Vendor shall describe methods and procedures to be used for idenMfying sites of pest harborage and access, and for making objecMve assessments of pest populaMon levels throughout the term of the contract.

C) Service Schedule for Each Building or Site: Vendor shall provide complete service schedules that include weekly or monthly frequency of Vendor visits, specific day(s) of the week of Vendor visits, and approximate duraMon of each visit.

D) DescripMon of any Structural or OperaMonal Changes That Would Facilitate the Pest Control Effort: The Vendor shall describe site-specific soluMons for observed sources of pest food, water, harborage, and access.

E) Commercial PesMcide Applicator CerMficates or Licenses: The Vendor and its employees shall maintain all city, state, or federal required cerMficates and licenses.

These cerMficates and/or licenses must remain current during the life of the contract.

UncerMfied individuals working under the supervision of a CerMfied Applicator will not be permibed to provide service under this contract.

1.3.5. Vendor shall be responsible for carrying out work according to the approved Pest Control Plan. The Vendor shall receive the concurrence of the CMS Facility Manager prior to implemenMng any subsequent changes to the approved Pest Control Plan, including addiMonal or replacement pesMcides and on-site service personnel.

1.3.6. Vendor shall invoice the State in arrears for services on a monthly basis.

1.3.7. 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.

v.25.4

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. Vendor shall adhere to the following rules for pesMcide use:

A) Approved Products: The Vendor shall not apply any pesMcide product that has not been included in the Pest Control Plan or approved in wriMng by CMS.

B) PesMcide Storage: The Vendor shall not store any pesMcide product in the buildings specified in this contract.

C) ApplicaMon by Need: PesMcide applicaMon shall be according to need and not by schedule. As a general rule, applicaMon of pesMcides in any inside or outside area shall not occur unless visual inspecMon or monitoring devices indicate the presence of pests in that specific area. Requests for prevenMve pesMcide treatments in areas where surveillance indicates a potenMal insect or rodent infestaMon will be evaluated by CMS on a case-by-case basis. Wriben approval must be granted by CMS prior to any prevenMve pesMcide applicaMon.

D) MinimizaMon of Risk: When pesMcide use is necessary, the Vendor shall employ the least hazardous material, most precise applicaMon technique, and minimum quanMty of pesMcide necessary to achieve control.

1.4.2. Use of PesMcides: Vendor shall be responsible for applicaMon of pesMcides according to the label. All pesMcides used by the Vendor must be registered with the U.S.

Environmental ProtecMon Agency (EPA), state and/or local jurisdicMon. Transport, handling, and use of all pesMcides shall be in strict accordance with the manufacturer’s label instrucMons and all applicable Federal, state, and local laws and regulaMons.

1.4.3. Vendor and its employees shall maintain and have current all municipal, county, state and/or federal license/s that are applicable and required for their business or trade, including pesMcide usage.

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1.4.4. Adequate personnel and equipment shall be provided to permit the Mmely compleMon of all operaMons. Vendor will furnish all equipment required to perform this contract.

1.4.5. Vendor's workers will promptly noMfy the Vendor and CMS of unusual incidents, accidents, or potenMal safety threats that may affect the site, tenants and visitors.

1.4.6. The State Facility Manager will instruct the Vendor regarding the operaMon of all locks and security systems. The Vendor will be held responsible for the security of the facility(s) and contents during the Mme cleaning personnel are on the premises. If the facility has an alarm system, the Vendor will be responsible for acMvaMng the alarm when leaving the facility. Expenses caused by the Vendor’s failure to secure the facility will be the Vendor’s responsibility.

1.4.7. Security: Vendor’s personnel must sign in upon entering the premises and sign out upon leaving. Sign-in-and-out sheets will be provided by the Facility Manager or designee.

Security requirements are subject to change.

1.4.8. Safety and Health: Vendor shall observe all safety precauMons throughout the performance of this contract. All work shall be in strict accordance with all applicable Federal, State and local safety and health requirements. Where there is a conflict between applicable regulaMons, the most stringent will apply.

1.4.9. Vendor shall assume full responsibility and liability for compliance with all applicable regulaMons pertaining to health and safety of personnel during the execuMon of work.

1.4.10. Uniforms and ProtecMve Clothing: All Vendor personnel working in and around buildings specified in this contract shall wear disMncMve uniform clothing. Vendor shall determine the need for and provide any personal protecMve items required for the safe performance of work. ProtecMve clothing, equipment and devices shall, as a minimum, conform to U.S.

OccupaMonal Safety and Health AdministraMon (OSHA) standards for the products being used.

1.4.11. Vendor and its employees shall maintain a professional appearance while on site, including wearing company idenMficaMon and appropriate clothing (I.E. including, but not limited to, clothing with no holes, rips or tears, no shorts, no open-toed shoes). DiscreMon will reside with the Facility Manager.

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

1.4.13. Vendor shall be responsible for any and all damage caused by Vendor’s personnel or agents to Government property during the performance of the work. Vendor shall advise v.25.4 the Facility Manager or designee of all damages immediately and shall then follow-up with a wriben report within twenty-four (24) hours sMpulaMng the following:

• Description of damage, including extent and location

• Cause of damage

• Steps taken by Vendor

1.4.14. Vehicles used by the Vendor shall be idenMfied in accordance with state and local regulaMons.

1.4.15. The State may conduct at their expense criminal and driver history background checks of Vendor’s officers, employees or agents who would directly supervise or physically perform any of the contract requirements. If 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:

Not applicable as Vendor is responsible for providing any required transportaMon of their employees to and from worksites. There is no allowance for addiMonal mileage charges to and from worksites.

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

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

Vendor shall disclose the locaMons where the services required shall be performed and the known or anMcipated value of the services to be performed at each locaMon. If the Vendor received addiMonal consideraMon in the evaluaMon based on work being performed in the United States, it shall be a breach of contract if the Vendor shi_s any such work outside the Unites States.

• LocaMon where services will be performed: D0600, 2300 S Dirksen Pkwy, Springfield, IL 62764

• Value of services performed at this locaMon: 100% v.25.4

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 esMmated at the Mme it is submibed for obligaMon.

The total price of this contract is esMmated.

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

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

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have a term beginning upon execuMon for five (5) years. If a start date is not specified, the contract will be effecMve upon the last dated signature of the parMes. In no event will the maximum total term of the contract, including the iniMal 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 execuMon of the contract except when permibed 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 noMce to the Vendor if: (a) the State determines that the acMons or inacMons 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 noMfied the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s saMsfacMon any material requirement of this contract, is in violaMon 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 wriben noMce to the Vendor to cure the problem idenMfied within the period of Mme specified in the State’s wriben noMce. If not cured by that date the State may either:

(a) immediately terminate the contract without addiMonal wriben noMce or (b) enforce the terms and condiMons of the contract.

For terminaMon due to any of the causes contained in this SecMon, 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 wriben noMce to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligaMon to the Vendor.

42,000.00 v.25.4

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

3.4. AVAILABILITY OF APPROPRIATION: This contract is conMngent upon and subject to the availability of funds. The State, at its sole opMon, 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 appropriaMon sufficient to pay such obligaMon, 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 appropriaMon(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discreMon or as directed by the Office of the Governor, that a reducMon is necessary or advisable based upon actual or projected budgetary consideraMons. Contractor will be noMfied in wriMng of the failure of appropriaMon or of a reducMon 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 SecMon 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 AdministraMve 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 execuMon of this contract by the ParMes even if the effecMve date of the contract is prior to execuMon.

4.1.4. PREVAILING WAGE: As a condiMon 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 respecMve contracts, and

(iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, prinMng, 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 noMficaMon of v.25.4 any rate changes under this subsecMon. Vendor is responsible for contacMng 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 parMally 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 noMce of intent to award.

4.1.6. INVOICING: By submipng an invoice, Vendor cerMfies 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 submibed 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 exempMon number and Federal tax exempMon informaMon.

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

Send invoices to:

Agency: Central Management Services Abn: BoPM/Fiscal Dept Address: 313 S. Sixth Street

City, State Zip Springfield, Illinois 62704 Email: CMS.BOPM.PestControl@illinois.gov

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 wriben consent of the State.

4.3. SUBCONTRACTING: For purposes of this secMon, 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 wriben approval before use of any subcontractors in the performance of this contract. Vendor shall v.25.4 describe, in an abachment if not already provided, the names and addresses of all authorized subcontractors to be uMlized by Vendor in the performance of this contract, together with a descripMon of the work to be performed by the subcontractor and the anMcipated 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 fi_een

(15) days a_er execuMon of this contract. All subcontracts must include the same cerMficaMons that Vendor must make as a condiMon of this contract. Vendor shall include in each subcontract the Standard Illinois CerMficaMon form available from the State. If at any Mme during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly noMfy, by wriben 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 relaMng 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 informaMon 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 compleMon of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or compleMon of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respecMve records for five (5) years. Books and records required to be maintained under this secMon shall be available for review or audit by representaMves of the procuring Agency, the Auditor General, the ExecuMve Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental enMMes with monitoring authority, upon reasonable noMce and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any invesMgaMon conducted by any of these enMMes. Failure to maintain books and records required by this secMon shall establish a presumpMon 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 examinaMon 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 conMnue to perform its obligaMons while any dispute concerning this contract is being resolved unless otherwise directed by the State.

v.25.4

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in wriMng, 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 duMes and obligaMons 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 prohibiMon. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaraMon.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidenMal data or informaMon owned or maintained by the other Party in the course of carrying out its responsibiliMes under this contract. Vendor shall presume all informaMon received from the State or to which it gains access pursuant to this contract is confidenMal. Vendor informaMon, unless clearly marked as confidenMal and exempt from disclosure under the Illinois Freedom of InformaMon Act, shall be considered public. No confidenMal data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the wriben consent of the disclosing Party, either during the period of this contract or therea_er. 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 noMfy the disclosing Party in wriMng of its destrucMon.

The foregoing obligaMons shall not apply to confidenMal data or informaMon lawfully in the receiving Party’s possession prior to its acquisiMon from the disclosing Party; received in good faith from a third Party not subject to any confidenMality obligaMon to the disclosing Party; now is or later becomes publicly known through no breach of confidenMality obligaMon by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidenMal informaMon.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether wriben 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 wriMng. Vendor hereby assigns to the State all right, Mtle, 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 connecMon with the work. Vendor acknowledges the State may use the work product for any purpose. ConfidenMal data or informaMon contained in such work shall be subject to the confidenMality provisions of this contract.

v.25.4

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, liabiliMes, seblements and judgments, including in-house and contracted aborneys’ fees and expenses, arising out of: (a) any breach or violaMon by Vendor of any of its cerMficaMons, representaMons, warranMes, 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, acMvity or omission of Vendor or any of its employees, representaMves, 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 ArMcle VIII, SecMon 1(a),(b) of the ConsMtuMon of the State of Illinois and 1973 Illinois Aborney General Opinion 78, the State may not indemnify private parMes absent express statutory authority permipng the indemnificaMon. Neither Party shall be liable for incidental, special, consequenMal, or puniMve damages.

4.11. INSURANCE: Vendor shall, at all Mmes during the term of this contract and any renewals or extensions, maintain and provide a CerMficate of Insurance naming the State as an addiMonally insured for all required bonds and insurance. CerMficates may not be modified or canceled unMl at least thirty (30) days’ noMce 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 CompensaMon Insurance in the amount required by law. Insurance shall not limit Vendor’s obligaMon to indemnify, defend, or seble 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 noMce 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, regulaMons, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax v.25.4 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 arbitraMon 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/legisla3on/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of acMon it has arising under Federal or State anMtrust laws relaMng to the subject maber of this contract, then upon request of the Illinois Aborney General, Vendor shall assign to the State all of Vendor’s rights, Mtle and interest to the claim or cause of acMon.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State enMty responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addiMon 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 v.25.4 enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated enMty.

4.20. NOTICES: NoMces and other communicaMons provided for herein shall be given in wriMng via electronic mail whenever possible. If transmission via electronic mail is not possible, then noMces and other communicaMons shall be given in wriMng via registered or cerMfied 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 Mme of successful receipt. NoMces shall be sent to the individuals who signed this contract using the contact informaMon following the signatures. Each such noMce shall be deemed to have been provided at the Mme it is actually received. By giving noMce, either Party may change its contact informaMon.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modificaMons and waivers must be in wriMng and signed by authorized representaMves of the ParMes. 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 ParMes’ intent. All provisions that by their nature would be expected to survive, shall survive terminaMon. In the event of a conflict between the State’s and the Vendor’s terms, condiMons and abachments, the State’s terms, condiMons and abachments 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 conMnue this contract, suspend Vendor from doing future business with the State for a specified period of Mme, or whether Vendor can be considered responsible on specific future contract opportuniMes.

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 InformaMon 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, specificaMons, drawing, samples or descripMons furnished by the State or furnished by the Vendor and agreed to by the State, including but v.25.4 not limited to all specificaMons abached 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 wriMng, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulaMons and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good Mtle 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 limitaMons, reasonable aborney’s fees and expenses, arising from failure of the supplies to meet such warranMes.

4.25.2. Vendor shall ensure that all manufacturers’ warranMes are transferred to the State and shall provide to the State copies of such warranMes. These warranMes shall be in addiMon to all other warranMes, express, implied or statutory, and shall survive the State’s payment, acceptance, inspecMon 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 effecMve 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 disrupMve or not respecuul 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 noMfy 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 informaMon about tax credits.

The Vendor will be required to report to Central Management Services – Bureau of Strategic Sourcing (BOSS) an annual report on the hiring of Veterans and Ex-Offenders, this report must be sent by September 30th of every year. The report shall be abached and sent to the following email address: cms.boss.sourcing@illinois.gov.

5. STATE SUPPLEMENTAL PROVISIONS

Agency DefiniMons

Required Federal Clauses, CerMficaMons and Assurances