P-84869 Executed Contract_Redacted.pdf

Central Management Services

Contract

Fire Alarm-Supp Insp-R-M A8101 Bartlett

25-416CMS-BOPM4-P-84869

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the

Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The State requires Fire Alarm and Fire Suppression inspection, testing, repair and maintenance services at A8101, 2050 W. Stearns Rd, Bartlett, IL 60103.

The Honeywell Programmable Fire Alarm system consists of the following:

• Main Fire Alarm panel (1)

• Remote Power Supply/NAC Extender (1)

• Fire Alarm Battery Test-each (1)

• Digital Alarm Communicator Transmitter (DACT) (1)

• Smoke Sensor Addressable (72)

• Heat Detector Non Restorable (6)

• Pull Station (10)

• Audio-visual Notification Conventional (50)

• Waterflow Test (2)

• Tamper Switch (5)

State of Illinois Contract v.25.4

The Wet sprinkler System consists of the following:

• Wet System (tamper, flow, gate valve, fire department connection plastic caps, valve trim and main drain valve) (2)

• Water Flow Switch-each additional (2)

• Control Valve (3)

• Fire department connection (1)

1.2. SUPPLIES AND/OR SERVICES REQUIRED: Vendor shall furnish adequate labor, material and equipment to adhere to all specifications of the contract and provide the following services for the fire alarm and suppression systems.

1.2.1. Semi-Annual Inspection of the Fire Alarm System:

A) Testing will be scheduled in advance and at the convenience of facility staff.

B) Vendor will semi-annually inspect the Honeywell Prog system.

C) Vendor is required to semi-annually inspect, test, maintain, and provide repair and maintenance for the fire alarm systems, their initiating devices and notification appliances in accordance with the most recent edition of the NFPA72 (also referred to as the National Fire Protection Association’s National Fire Alarm Code) and any other codes or standards adopted by the Office of the State Fire Marshal in 41 IL Adm.

Code 100 (Fire Prevention and Safety Rules).

D) Vendor shall ensure compliance with all applicable codes and industry standards related to the maintenance of the fire alarm system.

E) Vendor must be able to perform programming for all installed fire alarm systems.

1.2.2. Peripheral Device Testing

A) Smoke detectors shall be functionally tested using a smoke generator, punk stick or other method acceptable to the manufacturer. Any canned aerosol smoke that leaves an oily residue will not be used for testing of smoke detectors and will not be used for functional testing. No device that uses open flame or acrid smoke will be used to test smoke detectors.

B) Heat Detectors, both rate of rise and fixed temperatures, shall be tested with a device that administers accurate and controlled temperature heat source.

C) Manual pull stations shall be activated to verify operation, inspect electrical contacts, and ensure secure mounting.

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D) Audible and visual signaling devices will need to be tested at least once to ensure proper operation and volume levels, after which each initiation device will be tested silently for minimal disturbance.

1.2.3. Annual Cleaning of Smoke Detectors

A) The current inventory of smoke detectors are as follows:

• Photoelectric Smoke Detectors (19)

• Heat Detectors (7)

• Duct Smoke Detectors (4)

B) Devices may be dismantled down to the smoke chamber (where applicable) and cleaned using a soft cloth, lint brush, cotton swabs, suitable cleaning solution or non-electrostatic vacuum.

C) Vendor must be able to perform tests on 25% to 50% of the alarm system as requested by the Facility Manager or designee, on a rotating basis. If more than one test report is generated, all reports must be submitted together by the end of the calendar year.

D) Analog smoke sensors will be cleaned as needed per panel readings.

E) Service, inspection, cleaning, calibrating, and testing will be performed, as may be applicable on the following, but not limited to:

• Smoke and heat detectors including, but not limited to, all supply and return fan housing smoke detectors and exhaust smoke roof hatches.

• Actual alarming of detectors, manual pull stations, water flow switches, and tamper switches.

• Control panel electrical wiring, annunciators, control equipment, battery, standby and charger; indicating appliances; auxiliary connections and relays.

• Audible and visual devices, bells, horns, and strobes; speakers, fire phones, and supervisory initiating devices.

• Interlocking equipment for HVAC, including shut down of dampers, computers, etc.

• Hi/Low air pressure switches and flame/gas detectors.

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1.2.4. Minor adjustments and cleaning will be included at no additional charge in all inspections to ensure efficient system operation. Repair and replacement of minor parts not exceeding $10.00 each are to be included in the Vendor’s annual service cost. If any parts needed to be replaced during the annual service exceed $10.00 each, it shall be billed at

Vendor’s cost via the materials line item of the contract in BidBuy.

1.2.5. 50% Sensitivity testing of smoke detectors

A) Shall be performed within National Fire Protection Association (NFPA) guidelines to ensure accuracy.

B) Sensitivity testing will be performed on smoke detectors at a rate of 50% per year.

C) Testing will be performed using UL Solutions approved sensitivity testing equipment.

D) Devices performing outside the listed sensitivity range will be re-cleaned and re-tested and, if necessary, noted and recommended for replacement.

1.2.6. Wet Sprinkler Testing – Annually

A) Vendor will check and perform a diagnostic test on all gauges, systems valves, components and signs, operating control valves.

B) Vendor will test tamper and flow switches.

C) Vendor will test local alarms and signals

D) Vendor will open main drain to record static and residual pressures.

E) Vendor will inspect the fire department connection.

F) Vendor will do a building walkthrough to visually inspect sprinklers, piping, fittings, and hangers from the floor level.

G) Vendor will make sure each control valve is operated in its full range annually to ensure smooth operation.

H) Vendor will conduct a drain test after opening.

I) All inspections will be done in compliance with National Fire Protection

Association 13 and 25, as applicable, or any subsequent version.

J) The freezing point of solutions in antifreeze shall be tested by measuring the specific gravity with a hydrometer or refractometer and adjusting the solution if necessary.

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1.2.7. Backflow Testing – Annual

A. Vendor will perform an inspection and diagnostic test of the backflow system, including backflow preventers.

B. In addition to the forward flow test required, Vendor will perform a back flow test that meets the requirements of the local water purveyor. This test must be performed by a technician certified in backflow preventors.

1.2.8. 5-year Obstruction Testing

A. Vendor will perform a 5 year obstruction test at the beginning of the contract and again in year six of the contract.

B. Vendor will inspect the fire sprinkler system to verify there are no obstructions existing.

C. Vendor shall test gauges in comparison to a calibrated gauge and replace as necessary.

D. Vendor shall conduct a flow test to verify the required flow and pressure are available at the hydraulically most remote hose valve outlet while flowing the standpipe system.

E. Gauge Inspection - Pressure gauges will be maintained in accordance with NFPA

8.3.3.5.2 or latest update.

F. Standpipe Flow Test

G. Standpipe Hydrostatic Test

H. Check Valve Inspection

I. Internal Inspection of Piping

1.2.9. Other Service Requirements

A) All components and devices will be logged as follows:

• Exact location of each devise tested, including system address or zone location.

• Test results applicable voltage readings

• Any discrepancies found will be noted on a separate summary page.

B) Vendor shall tag all major assets with the date of inspection and the details of the inspector/specialist.

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C) Vendor shall report the existence of any defective equipment, controls, instruments, and accessories which may require replacement or repairing. This information shall be given to Facility Manager or designee, and shall include:

• Defective Item

• Location of defective item

• Nature of defect and impact on building

• Detailed breakdown of material and labor cost for replacement. Labor to be broken down into hours required.

D) The replacement shall be made at once if authorized in writing by the Facility Manager or designee. If the replacement is not in stock, Vendor shall order at once and make installation as soon as possible.

E) Vendor agrees to furnish all labor, tools, equipment, and any other cost related to repair and maintenance outside of the annual services, on a time and materials basis.

All repair/replacement materials valued over $10.00 each may be billed to the State, at Vendor’s cost, via the Materials line item in BidBuy.

F) Replacement parts and other materials (over $10.00 value each) shall be sold at the

Vendor’s cost. Copies of material suppliers’ invoices to verify cost may be requested by the Facility Manager or designee and will be provided by the Vendor upon request.

The State may require waivers of lien for materials prior to payment for goods and/or services.

G) CMS may request a written estimate and/or proposal on any repairs, replacements, and/or work exceeding $500.00

• 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.

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

• CMS reserves the right to obtain additional estimates and/or proposals for verification purposes.

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H) Vendor will be familiar with the equipment and systems to be serviced and maintain an adequate inventory of parts, accessories, and supplies.

I) Vendor supplies & equipment: The vendor is to furnish at its own cost, risk and expense, all supplies and equipment required to perform the services such as tools, equipment, ladders, extension cords, etc. Whenever available, the Vendor shall furnish products manufactured or produced in the State of Illinois.

J) Electrical power shall be furnished by the State of Illinois to operate equipment as is necessary to perform Fire Alarm services.

K) When onsite, all equipment, materials and supplies shall be stored and handled in a manner approved by CMS, meeting the State and Federal requirements on Fire and

Safety precaution.

L) Hourly rate shall be paid for work not associated with predetermined maintenance when agreed upon between the Facilities Manager or designee and the Vendor.

M) Vendor’s per hour labor rate shall include the prevailing wage rate, including fringe benefits (Health and Welfare, pension, or others) and shall also include all employer expenses for FICA, Workmen’s Compensation, Liability Insurance, Unemployment

Insurance and any other City, State, or Federal requirements regarding employees.

Vendor’s per hour labor rate shall also include all cost and expenses for trucks and/or vehicles, tools and equipment associated with trade, travel, pick-up and delivery of materials, estimating, call-backs, supervision, administrative expenses, overhead, and profit. For more information on the prevailing wage requirements of this Contract, see Section 1.3.6 and 4.1.4 and Section 5.

N) Vendor shall remove potential hazards in the environment resulting from the

Vendor’s work or provide proper protection by placing appropriate warning signs, cones, or barricades. Traffic control and protection shall be per Illinois Department of Transportation Standard Specifications and any expenses associated shall be included in the hourly cost of the work being performed.

O) If a problem should arise during the progress of work that warrants assistance from other types of trade (i.e. electrical, plumbing, asbestos removal, etc.), the Vendor shall notify the Facility Manager or designee, who will contact a tradesman to provide such services.

P) The Facility Manager or designee shall have access to the work being performed, whether it is in preparation or progress and the Vendor shall provide such access and inspection immediately upon request.

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

Defective items shall be replaced during the first year of operation without cost

(including labor cost) to the State.

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

S) Vendor shall promptly remove from the premises all material condemned by the

State 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

State. The State will not pay for “call-backs” to re-do the original job, repair, and/or service.

T) Personnel must sign in upon entering the premises and sign out upon leaving. Sign-in and sign-out sheets will be provided by the State Facility Manager. These will be used to verify hours worked in comparison to the invoiced hours.

U) The following is a list of State of Illinois recognized holidays: New Year’s Day, Martin

Luther King Day, Lincoln’s Birthday, President’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans’ Day, General Election Day, Thanksgiving Day, the day after Thanksgiving, and Christmas Day.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Vendor shall provide all inspection and testing reports to the State and to any municipal entities as required by code.

1.3.2. Vendor shall assist in any Emergency Evacuation Drills as requested by the Facility

Manager or designee.

1.3.3. Vendor shall submit proof of insurance upon request.

1.3.4. Response times for routine work repairs and maintenance shall be within 24 hours from receipt of call from the Facility Manager or designee.

1.3.5. Emergency response time shall be within two (2) hours from the receipt of call from

Facility Manager or designee.

1.3.6. Scheduling of Work: Service and testing will be accomplished during normal working hours and scheduled with the Facility Manager or designee. Testing of the fire alarm system audio, all fan housing smoke mode units, and strobe light devices shall be conducted and completed after 12:0 am and before 6:00 am. Twenty-five percent (25%) or fifty percent (50%) testing may be conducted and completed during the week after

12:00 am and before 6:00 am. One hundred percent (100%) testing shall be scheduled v.25.4 for Saturday or Sunday as long as the building’s conference rooms are not occupied and special events are not interrupted. Vendor will schedule with the Facility Manager or designee.

1.3.7. Vendor shall maintain records of all work, including inspections, and repair and maintenance performed, with their respective dates and provide a certificate of inspection after each inspection that details the services performed and the status of the system to the Facility Manager or designee.

1.3.8. 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 certifies that all employees performing work on this contract are paid at least the prevailing wage rates required by law. (30 ILCS 500/25-

60). Information on prevailing wage may be obtained at:

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

1.3.9. 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:

A) Vendor’s job work order/ticket shall be signed by each Facility Manager or designee.

B) Vendor shall leave signed copy with the Facility Manager or 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:

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

• CMS work authorization and/or purchase order number

• Detailed description of work performed.

• Breakdown and individual listing of all materials and quantity used, priced at Vendor’s cost.

• Listing of each employee, date and hours worked.

• Detailed Labor hours for both regular and overtime hours broken out by hours. There will be no lumping of hours and materials together.

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

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1.3.11. Vendor is required to utilize only employees that receive a W-2 and are covered under the Vendor’s Workman Compensation Plan as well as Vendor’s Liability Insurance.

1.3.12. 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: Megan Merklin

Contact Phone: 757-738-2011

Contact Email: megan.merklin@jci.com

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Adequate personnel and equipment shall be provided to permit the timely completion of all operations.

1.4.2. Vendor and its employees must be experienced and knowledgeable in fire alarm inspection, programming, testing, maintenance, and repair.

1.4.3. Vendor and its employees shall maintain all applicable municipal, county, state and/or federal licenses and permits that are required for the services outlined in this contract, during the life of the contract.

1.4.4. 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.

1.4.5. 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.

1.4.6. Vendor shall not commence any work under this contract until he has obtained the approval and been issued a job/work authorization order and/or purchase order number from the Facility Manager or designee. This number must appear on all invoices, tickets, or billings submitted.

1.4.7. 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 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:

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• Description of damage, including extent and location

• Cause of damage

• Steps taken by Vendor

1.4.8. Vendor shall assume responsibility for the health, safety, and protection of its employees, material, equipment, and tools of the trade. Vendor will comply with the provisions outlined in OSHA Publication 3077 “Personal Protective Equipment” and OSHA publication 3079 “Respirator Protection”. Vendor will take necessary precautions when handling hazardous waste or contaminants.

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

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

B) If during performance of work, Vendor or its employees detects 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 activities which may disturb and/or damage said material creating a potential 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 or designee.

1.4.10. 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 v.25.4

Facility manager or designee will contact Vendor regarding the need to replace any permanent or temporary employee.

1.4.11. Vendor’s workers will promptly notify the Vendor and CMS of unusual incidents, accidents, or potential safety threats that may affect the site, tenants, and visitors.

1.4.12. Vendor and its employees shall follow all locally prescribed safety regulations, laws, and practices in the performance of the contract.

1.5. TRANSPORTATION AND DELIVERY:

Not applicable as Vendor is responsible for providing any required transportation of their employees to and from worksites. There is no allowance for additional mileage or vehicle charges to and from worksites.

1.6. SUBCONTRA CTING:

Subcontractors are allowed.

1.6.1. Will Subcontractors be utilized? Yes No

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

Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a

State contract.

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

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

• Subcontractor Name: N/A

Amount to Be Paid: N/A

Address: N/A

Description of Work: N/A

• Subcontractor Name: N/A

Amount to Be Paid: N/A v.25.4

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

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

1.6.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing

Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this

Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

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

State as a breach of the contract by Vendor.

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

• Location where services will be performed: A8101, 2050 W. Stearns Rd, Bartlett, IL 60103

• Value of services performed at this location: 100%

2. PRICING

2.1.

2.2.

2.3.

TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated at the time it is submitted for obligation.

The total price of this contract is estimated.

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

Order.

MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $210,345.32 without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

Address: N/A

Description of Work: N/A v.25.4

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have a term beginning upon execution for six (6) years. If a start date is not specified, the contract will be effective upon the last dated signature of the parties. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years.

Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

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

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either:

(a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

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

3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty

(30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

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

3.4. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois

General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-

60), (2) the Governor decreases the Agency’s funding by reserving some or all of the

Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois

General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual v.25.4 or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm.

Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

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

Administrative Fund. 15 ILCS 405/23.9.

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

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and

(iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-

782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with Federal funds.

If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the v.25.4

State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

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

Illinois tax exemption number and Federal tax exemption information.

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

Send invoices to:

Agency: Central Management Services

Attn: BoPM/Fiscal Dept

Address: 313 S. Sixth Street

City, State Zip Springfield, Illinois 62704

Email: CMS.BOPM.Contracts@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 written consent of the State.

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen v.25.4

(15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State

Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-

120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector

General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the

State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS

500/20-65.

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

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

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its v.25.4 negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of

Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction.

The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

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

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the

State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, v.25.4 covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section

1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General

Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State.

Vendor shall provide: (a) General Commercial Liability insurance in the amount of

$1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned

Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of

$1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

4.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the

State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit

State employees to perform any work under this contract.

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

4.15. BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background v.25.4 checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16. APPLICABLE LAW:

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

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

4.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois

Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at

(www.ilga.gov/legislation/ilcs/ilcs.asp).

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

Vendor’s rights, title and interest to the claim or cause of action.

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

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

Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or

State Purchasing Officer signs a master contract on behalf of State agencies, only the

Agency that places an order or orders with the Vendor shall have any liability to the

Vendor for that order or orders.

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

4.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, v.25.4 then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal

Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the

Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the v.25.4 supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

4.25.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the

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

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

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

4.27. EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217.