P-84442 Executed Contract_Redacted.pdf

State of Illinois Contract v.25.3

1.2.2. Services shall be performed on an as-needed basis. The work to be accomplished and the length of Lme it should take to complete, shall be agreed upon by the governmental unit and the Vendor, prior to the commencement of work.

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

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

1.2.5. If special equipment is needed for a specific job, such as, but not limited to, scaffolding, scissor li[s, forkli[s, etc., that needs to be rented by the Vendor, pre-approval is needed from the governmental unit and the Vendor must submit the rental cost with the quote.

However, no upcharge on the rental will be allowed.

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

The vendor shall, if required, furnish saLsfactory evidence as to the kind and quality of materials.

1.2.7. The governmental unit reserves the right to reject any materials and/or supplies they deem harmful to the building surfaces, contents, or equipment. The governmental unit designee may request a list of materials that the Vendor proposes to use in the performing of the work.

1.2.8. 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 governmental unit. The governmental unit will not pay for "call-backs" to re-do the original job, repair and/or service.

1.2.9. The governmental unit may request a written estimate and/or proposal on any repairs, replacements and/or work.

A. Estimates and proposals will be in writing with description of work to be performed and detailed breakdown of material, labor and other cost and priced as per contract agreement.

B. If said work is authorized by the governmental unit designee, then work shall be performed on a time and material basis (as per contract agreement) not to exceed the estimate or proposal.

C. The governmental unit reserves the right to obtain additional estimates and/or proposals.

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1.2.10. Repair and maintenance of surfaces shall be performed on an as-needed basis. The work to be done and the length of Lme said job shall take to complete, shall be agreed upon by both the governmental unit designee and Vendor, prior to the commencement of that work. Whenever available and/or pracLcal the Vendor shall furnish materials and products which are manufactured or produced in the State of Illinois.

1.2.11. Vendor shall take all necessary precauLons to prevent dust, debris, caulking compounds, sealants and finishes to come in contact with glass, floors, curtains, walls, fencing, building facades, furniture, or any surface not intended to be repaired or maintained. If compounds should be found on unintended surfaces, it will be thoroughly cleaned and restored to the saLsfacLon of the governmental unit designee. Vendor shall furnish safety horses and flags in area where work is in progress.

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

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.

1.2.13. Vendor is advised that asbestos contained materials and or suspected asbestos contained materials may be present in some faciliLes.

A) Vendor and its employees are cauLoned 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 acLviLes which may disturb and/or damage said material creaLng a potenLal 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 CMS or governmental unit.

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.

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1.2.14. Time and Material:

A) A wriaen esLmate and/or proposal will be required on any repairs, replacements and/or work exceeding $500.00, or upon request by a governmental unit.

B) EsLmates and proposals will be in wriLng with the descripLon of work to be performed and detailed breakdown of materials to be used, the associated hourly labor costs, and will be priced as per the contract. The esLmate will be given to the governmental unit for approval. The esLmate or proposal shall provide wriaen jusLficaLon why a higher paid tradesperson (foreman) is being used in lieu of a lower paid tradesperson (basic).

C) If said work is authorized by the governmental unit, then work shall be performed on a Lme and material basis, not to exceed the esLmate or proposal. For Central Management Services (CMS) the Facility Manager or designee will provide a work authorizaLon or purchase order number. Other governmental units may have their own authorizaLon process.

D) If the governmental unit requests a quote and the project or work does not get approved to move forward, the Vendor is allowed to bill for the hours required for travel and quote Lme, to the nearest half-hour. Travel Lme is only allowed from the office address to the site address and back to the office and to a maximum of four (4) hours per job.

E) The governmental unit 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.

F) The State reserves the right to obtain addiLonal esLmates and/or proposals to verify quoted costs and labor hours are jusLfied. These requests will be made from the next in line JPMC Vendor. For instance, if a quote is received from the Primary Vendor and appears to be a higher than needed number of hours or material costs, the governmental unit may go to the Secondary Vendor for a quote to compare. Upon receipt of a lower number of hours or material costs, the governmental unit will allow the Primary Vendor to adjust their quote and if the Primary Vendor declines, the governmental unit may choose to go to the Secondary Vendor.

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

DefecLve items shall be repaired or replaced during the first three years of operaLon without cost (including labor cost) to the State.

H) Vendor shall not commence any work under this contract unLl the Vendor has obtained the approval of the governmental unit. For CMS, Vendor will receive a job work authorizaLon order and/or purchase order number from a Facility Manager or designee and this number must appear on all Vendor job invoices, Lckets, or billings.

Other governmental units may have their own authorizaLon process or number.

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I) For CMS, prior to beginning work, Vendor's job work order/Lcket shall be signed by CMS designee and a signed copy will be le[ with CMS Facility Manager or designee.

The document shall include:

• Facility name and/or job locaLon

• Date order received, start and compleLon date, with Lmes in and out

• CMS work authorizaLon and/or purchase order number

• Detailed descripLon of work performed

• Breakdown and individual lisLng of all materials and quanLty used, priced at Vendor cost (labor hours cannot be part of this)

• LisLng of each employee, including dates and hours worked

• Labor hours, both straight and overLme, for both basic and foreman hours (materials cannot be part of this)

• Any other allowed charges

J) A separate work order/Lcket will be wriaen for each individual job or service performed.

1.2.15. All materials and products used for the repairs shall be invoiced at Vendor’s cost. The governmental unit may require the Vendor to provide copies of material suppliers' invoices or quotes, to verify cost at Lme of quote request. The governmental unit may, at their discreLon, require waivers of lien for materials prior to payment for goods and/or services.

1.2.16. Governmental unit shall have access to the work whenever or wherever it is in preparaLon or progress and the Vendor shall provide for such access and inspecLon, immediately upon request.

1.2.17. Bond Requirement – If a governmental unit requires a bond for a specific job, then the Vendor will provide the cost of that bond with the quote and the governmental unit will uLlize the Bond Line Item on the contract in BidBuy to submit payment for that bond requirement.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Response Lme to the governmental unit for rouLne work repairs and service will be within eight (8) hours a[er receipt of call or email from a governmental unit.

1.3.2. Emergency service response Lme to the governmental unit will be within two (2) hours a[er call from a governmental unit, on either a regular or overLme basis.

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1.3.3. All work shall be completed during normal working hours or as may be determined and/or scheduled by the governmental unit.

1.3.4. Vendor shall provide contact informaLon 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: Bohdana Sameliuk Eagle

Contact Phone: 773-707-7170

Contact Email: bohdana@mazarinigroup.com

1.3.5. For CMS, Vendor shall aaach and submit with their billing invoice, the job work order/Lcket signed by CMS designee authorizing and approving work, with all perLnent informaLon required as stated in SecLon 1.2.14.I.

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

1.3.7. 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 compleLon.

1.3.8. For CMS, at the compleLon of each job the Vendor’s employee(s) shall report to the Facility Manager, Engineer, or designee for approval of the work. The following items A through D will be required.

A) Vendor's job work order/Lcket 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.

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6) Labor hours, listed for both basic and foreman, (both straight and overtime).

There will be no lumping of hours and materials together.

1.3.9. Vendor shall maintain records of all work, maintenance and repairs provided under this contract and shall furnish copies of same to the governmental unit upon request.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. 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 project requirements. There will be no subcontracLng of labor. Vendors are allowed to recruit temporary employees from local union halls to supplement their employees for bigger jobs.

1.4.2. Vendor understands and agrees that it must pay all employees performing work/services on this contract at least the prevailing wage rates required by law for the locality in which the work/services is performed. Vendor cerLfies that all employees performing work on this contract are paid at least the prevailing wage rates required by law. (30 ILCS 500/25- 60). InformaLon on prevailing wage may be obtained at:

haps://www2.illinois.gov/idol/Pages/default.aspx

1.4.3. If a Vendor submits a quote to a governmental unit that does not go through with the job quoted, Vendor may charge the governmental unit at the basic hourly rate for the travel Lme from the office address to the site address and back, and quote Lme, to the nearest half hour increment. Travel Lme is only allowed from the office address to the site address and back to the office and to a maximum of four (4) hours per job.

1.4.4. Vendor shall meet the public works and prevailing wage requirements of the contract, as outlined in SecLon 5, or the State may terminate the contract.

1.4.5. The State is commiaed to prompt and efficient customer service. Vendor and its employees are to treat customers with courtesy and respect.

1.4.6. Vendor and its employees shall be experienced and knowledgeable in the field of carpentry services.

1.4.7. Vendor and its employees shall maintain current insurance and have current all municipal, county, state and/or federal license/s that are applicable and required for their business.

1.4.8. 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.

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

1.4.10. For CMS, Vendor and its employees shall report to and sign in and out with the Facility Manager or designee indicaLng Lmes of arrival and departure with a brief descripLon of the services rendered, work order number and/or locaLon in the facility. Sign in and out Lmes shall be indicated on Vendor’s job invoice and/or Lcket.

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

1.4.12. 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.

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

or be liable for same. 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.

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

• Description of damage, including extent and location

• Cause of damage

• Steps taken by Vendor

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 v.25.3 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 Lme will be allowed up to four (4) hours maximum per individual job or quote, to the nearest half hour increment. Travel Lme 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 journeyman (basic) rate.

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be uLlized? Yes No

A subcontractor is a person or enLty that enters into a contractual agreement with a total value of $100,000 or more with a person or enLty who has a contract subject to the Illinois Procurement Code pursuant to which the person or enLty provides some or all of the goods, services, real property, remuneraLon, or other monetary forms of consideraLon 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 $100,000 must include Standard Illinois CerLficaLons completed by the subcontractor.

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

• Subcontractor Name: N/A

Amount to Be Paid: N/A

Address: N/A

Description of Work: N/A

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3. All contracts with the subcontractors idenLfied above must include the Standard CerLficaLons completed and signed by the subcontractor.

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

1.6.5. If at any Lme during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly noLfy, in wriLng, 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 into prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

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

Vendor shall disclose the locaLons where the services required shall be performed and the known or anLcipated value of the services to be performed at each locaLon. If the Vendor received addiLonal consideraLon in the evaluaLon 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 State.

• LocaLon where services will be performed: State of Illinois

• Value of services performed at this locaLon: 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 esLmated at the Lme it is submiaed for obligaLon.

The total price of this contract is esLmated.

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 CompensaLon, 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, esLmaLng, call-backs, supervision, administraLve, overhead, and profit.

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

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

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have a term beginning the later of 07/01/25, or upon execuLon unLl 06/30/2030. If a start date is not specified, the contract will be effecLve upon the last dated signature of the parLes. In no event will the maximum total term of the contract, including the iniLal 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 execuLon of the contract except when permiaed 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 noLce to the Vendor if: (a) the State determines that the acLons or inacLons 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 noLfied the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s saLsfacLon any material requirement of this contract, is in violaLon 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 wriaen noLce to the Vendor to cure the problem idenLfied within the period of Lme specified in the State’s wriaen noLce. If not cured by that date the State may either:

(a) immediately terminate the contract without addiLonal wriaen noLce or (b) enforce the terms and condiLons of the contract.

For terminaLon due to any of the causes contained in this SecLon, 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 wriaen noLce to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligaLon to the Vendor.

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

3.4. AVAILABILITY OF APPROPRIATION: This contract is conLngent upon and subject to the availability of funds. The State, at its sole opLon, 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 appropriaLon sufficient to pay such obligaLon, or if funds needed are insufficient for any reason (30 ILCS 500/20-v.25.3

60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriaLon(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discreLon or as directed by the Office of the Governor, that a reducLon is necessary or advisable based upon actual or projected budgetary consideraLons. Contractor will be noLfied in wriLng of the failure of appropriaLon or of a reducLon 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 SecLon 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 AdministraLve 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 execuLon of this contract by the ParLes even if the effecLve date of the contract is prior to execuLon.

4.1.4. PREVAILING WAGE: As a condiLon 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 respecLve contracts, and

(iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, prinLng, 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 noLficaLon of any rate changes under this subsecLon. Vendor is responsible for contacLng 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 parLally 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 noLce of intent to award.

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4.1.6. INVOICING: By submisng an invoice, Vendor cerLfies 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 submiaed 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 exempLon number and Federal tax exempLon informaLon.

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

Send invoices to:

Agency: RequesLng Agency/EnLty

Aan: RequesLng Agency/EnLty

Address: RequesLng Agency/EnLty

City, State Zip RequesLng Agency/EnLty

Email: RequesLng Agency/EnLty

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 wriaen consent of the State.

4.3. SUBCONTRACTING: For purposes of this secLon, 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 wriaen approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an aaachment if not already provided, the names and addresses of all v.25.3 authorized subcontractors to be uLlized by Vendor in the performance of this contract, together with a descripLon of the work to be performed by the subcontractor and the anLcipated 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 execuLon of this contract. All subcontracts must include the same cerLficaLons that Vendor must make as a condiLon of this contract. Vendor shall include in each subcontract the Standard Illinois CerLficaLon form available from the State. If at any Lme during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly noLfy, by wriaen 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 relaLng 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 informaLon 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 compleLon of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or compleLon of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respecLve records for five (5) years. Books and records required to be maintained under this secLon shall be available for review or audit by representaLves of the procuring Agency, the Auditor General, the ExecuLve Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental enLLes with monitoring authority, upon reasonable noLce and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any invesLgaLon conducted by any of these enLLes. Failure to maintain books and records required by this secLon shall establish a presumpLon 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 examinaLon 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 conLnue to perform its obligaLons while any dispute concerning this contract is being resolved unless otherwise directed by the State.

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4.6. NO WAIVER OF RIGHTS: Except as specifically waived in wriLng, 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 duLes and obligaLons 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 prohibiLon. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaraLon.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidenLal data or informaLon owned or maintained by the other Party in the course of carrying out its responsibiliLes under this contract. Vendor shall presume all informaLon received from the State or to which it gains access pursuant to this contract is confidenLal. Vendor informaLon, unless clearly marked as confidenLal and exempt from disclosure under the Illinois Freedom of InformaLon Act, shall be considered public. No confidenLal data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the wriaen 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 noLfy the disclosing Party in wriLng of its destrucLon.

The foregoing obligaLons shall not apply to confidenLal data or informaLon lawfully in the receiving Party’s possession prior to its acquisiLon from the disclosing Party; received in good faith from a third Party not subject to any confidenLality obligaLon to the disclosing Party; now is or later becomes publicly known through no breach of confidenLality obligaLon by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidenLal informaLon.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether wriaen 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 wriLng. Vendor hereby assigns to the State all right, Ltle, 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 connecLon with the work. Vendor acknowledges the State may use the work product for any purpose. ConfidenLal data or informaLon contained in such work shall be subject to the confidenLality provisions of this contract.

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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, liabiliLes, sealements and judgments, including in-house and contracted aaorneys’ fees and expenses, arising out of: (a) any breach or violaLon by Vendor of any of its cerLficaLons, representaLons, warranLes, 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, acLvity or omission of Vendor or any of its employees, representaLves, 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 ArLcle VIII, SecLon 1(a),(b) of the ConsLtuLon of the State of Illinois and 1973 Illinois Aaorney General Opinion 78, the State may not indemnify private parLes absent express statutory authority permisng the indemnificaLon. Neither Party shall be liable for incidental, special, consequenLal, or puniLve damages.

4.11. INSURANCE: Vendor shall, at all Lmes during the term of this contract and any renewals or extensions, maintain and provide a CerLficate of Insurance naming the State as an addiLonally insured for all required bonds and insurance. CerLficates may not be modified or canceled unLl at least thirty (30) days’ noLce 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 CompensaLon Insurance in the amount required by law. Insurance shall not limit Vendor’s obligaLon to indemnify, defend, or seale 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 noLce 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, regulaLons, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax v.25.3 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 arbitraLon 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 acLon it has arising under Federal or State anLtrust laws relaLng to the subject maaer of this contract, then upon request of the Illinois Aaorney General, Vendor shall assign to the State all of Vendor’s rights, Ltle and interest to the claim or cause of acLon.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State enLty responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addiLon 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.25.3 enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated enLty.

4.20. NOTICES: NoLces and other communicaLons provided for herein shall be given in wriLng via electronic mail whenever possible. If transmission via electronic mail is not possible, then noLces and other communicaLons shall be given in wriLng via registered or cerLfied 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 Lme of successful receipt. NoLces shall be sent to the individuals who signed this contract using the contact informaLon following the signatures. Each such noLce shall be deemed to have been provided at the Lme it is actually received. By giving noLce, either Party may change its contact informaLon.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modificaLons and waivers must be in wriLng and signed by authorized representaLves of the ParLes. 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 ParLes’ intent. All provisions that by their nature would be expected to survive, shall survive terminaLon. In the event of a conflict between the State’s and the Vendor’s terms, condiLons and aaachments, the State’s terms, condiLons and aaachments 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 conLnue this contract, suspend Vendor from doing future business with the State for a specified period of Lme, or whether Vendor can be considered responsible on specific future contract opportuniLes.

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 InformaLon 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, specificaLons, drawing, samples or descripLons furnished by the State or furnished by the Vendor and agreed to by the State, including but v.25.3 not limited to all specificaLons aaached 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 wriLng, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulaLons and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good Ltle 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 limitaLons, reasonable aaorney’s fees and expenses, arising from failure of the supplies to meet such warranLes.

4.25.2. Vendor shall ensure that all manufacturers’ warranLes are transferred to the State and shall provide to the State copies of such warranLes. These warranLes shall be in addiLon to all other warranLes, express, implied or statutory, and shall survive the State’s payment, acceptance, inspecLon 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 effecLve 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 disrupLve 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 noLfy 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 informaLon 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 aaached and sent to the following email address: cms.boss.sourcing@illinois.gov.

5. STATE SUPPLEMENTAL PROVISIONS

Agency DefiniLons

5.1. “Chief Procurement Officer” means the chief procurement officer appointed pursuant to 30 ILCS 500/10-20(a)(4).

v.25.3

5.2. “Governmental unit” means State of Illinois or any State Agency as defined in SecLon 1-

15.100 of the Illinois Procurement Code.

Required Federal Clauses, CerLficaLons and Assurances

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

5.3. EMPLOYMENT OF PUBLIC WORKERS ON PUBLIC WORKS: In a period of excessive unemployment rates, State contractors (1) construcLng or building any public works or

(2) cleaning-up and disposing on-site of hazardous waste, and that clean-up or on-site disposal is funded or financed in whole or in part with State funds or funds administered by the State, are required to employ at least 90% Illinois laborers on such project. For projects involving clean-up and on-site disposal of hazardous waste, emergency response or immediate removal acLviLes are excluded. This requirement applies to all labor whether skilled, semi-skilled or unskilled, whether manual or nonmanual.

A period of excessive unemployment rates is defined as any month immediately following two consecuLve calendar months during which the level of unemployment in the State of Illinois has exceeded 5% as measured by the United States Bureau of Labor StaLsLcs in its monthly publicaLon of employment and unemployment figures.

Any public works project financed in whole or in part by federal funds administered by the State of Illinois is covered under the provisions of this requirement, to the extent permiaed by any applicable federal law or regulaLon. 30 ILCS 570.

Contractors may receive an excepLon from this requirement by submisng a request and supporLng documents cerLfying that Illinois laborers are either not available or are incapable of performing the parLcular type of work involved. The cerLficaLon must: (a) be submiaed to the agency within the first quarter of the Contract Term; (b) provide sufficient support that demonstrates the excepLon is met; (c) be signed by an authorized signatory of the contractor; and (d) be approved by the agency

Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and prinLng, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

5.4. This contract calls for the construcLon of a “public work”, within the meaning of the Illinois Prevailing Wage Act, 820 ICLS 130/.01 et seq. (“the Act”) or is a service contract subject to the prevailing wage requirements of the Illinois Procurement Code, 30 ILCS 500/25-60 (the “Code”). The Act requires contractors and subcontractors to pay laborer’s, workers and mechanics performing services on public works projects no less than the current “prevailing rate of wages” (hourly cash wages plus amount for fringe benefits) for the county in which the work will be performed. The Illinois Department of Labor publishes the prevailing wage rates on its website at:

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Illinois Map by Regions