P-93432 Executed Contract_Redacted.pdf

State of Illinois Contract v.25.4

Central Management Services

Contract

JPMC Fire Ext-Ins-Re-Mnt Reg 1-5 Primary

26-416CMS-BOPM4-P-93432

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:

This joint purchase master contract is established by Central Management Services (CMS) in cooperation and agreement with the Chief Procurement Officer for General Services, to enable governmental units and qualified not-for-profits to contract for inspection, maintenance, and repair of fire extinguishers on an as needed basis during the contract period.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

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

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

1.2.3. Vendor shall supply all necessary items needed to perform the scope of this contract and shall not use any State property such as tools, equipment, ladders, extension cords, etc.

to perform any work under the contract. When on-site, all equipment, materials, and supplies shall be stored and handled in a manner approved by the governmental unit or qualified not-for-profit agency, meeting State and Federal requirements on Fire and

Safety precautions.

1.2.4. The supplies and materials to be used shall be of high-quality conforming to applicable

Federal and/or State specifications. The Vendor shall furnish materials, supplies and products suitable for the purpose, but not harmful to the surface to which it is applied.

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The governmental unit or qualified not-for-profit agency reserves the right to reject any materials and/or supplies they deem harmful to the building surfaces, contents, or equipment. The governmental unit or qualified not-for-profit agency designee may request a list of materials that the Vendor proposes to use in the performing of the work.

1.2.5. The governmental unit or qualified not-for-profit agency may request a written estimate and/or proposal on any repairs, replacements and/or work exceeding $500.00.

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 end user 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 or qualified not-for-profit agency reserves the right to obtain additional estimates and/or proposals.

1.2.6. Vendor shall administer and enforce any warranties already in existence or future warranties provided by the equipment suppliers. The Vendor shall perform all work so that all warranties are maintained in full force and effect. If equipment repairs or replacement is covered by a warranty that includes cost of parts, equipment, and labor the Vendor shall not be entitled to additional reimbursement from the governmental unit or qualified not-for-profit agency.

1.2.7. Vendor shall remove potential hazards in the environment resulting from the Vendor’s work or provide proper protection by placing appropriate warning signs such as 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.

1.2.8. 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 governmental unit or qualified not-for-profit agency 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 v.25.4

The replacement shall be made at once if authorized in writing by the end user designee.

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

1.2.9. 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 governmental unit or qualified not-for-profit agency designee and the governmental unit or qualified not-for-profit agency will contact a tradesman to provide such services.

1.2.10. Materials and products shall be furnished at the Vendor's cost. The governmental unit or qualified not-for-profit agency may require the Vendor to provide copies of material suppliers' invoices to verify cost.

A. The governmental unit or qualified not-for-profit agency designee shall have access to the work wherever it is in preparation or progress and the Vendor shall provide for such access and inspection upon request from the Facility Manager or designee.

B. 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 governmental unit or qualified not-for-profit agency.

C. The Vendor shall promptly remove from the premises all material condemned by the governmental unit or qualified not-for-profit agency 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 or qualified not-for-profit agency. The governmental unit or qualified not-for-profit agency will not pay for “call-backs” to re-do original job, repair and/or service.

1.3. MILESTONES AND DELIVERABLES:

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

Contact Name: Ryan Sheddan

Contact Phone: 309-945-7673

Contact Email: ryan@absolutefiresafety.net

1.3.2. Vendor is required to utilize only employees that receive a W-9 and are covered under the Vendor’s Workman Compensation Plan as well as Vendor’s Liability Insurance. Proof of such insurance will be submitted to any governmental unit or any qualified not-for-profit agency that requests such proof, within 5 business days of the request.

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1.3.3. Response time for routine work repairs and service will be agreed upon between Vendor and governmental unit or qualified not-for-profit agency designee All work shall be completed during normal working hours or as may be determined and/or scheduled by the governmental unit or qualified not-for-profit agency designee.

1.3.4. Emergency service response time must be within (2) hours of receiving a call from the governmental unit or qualified not-for-profit agency designee on either a regular or overtime basis.

1.3.5. Vendor shall maintain records of all work, maintenance and repairs provided under this contract and shall furnish copies of same to any governmental unit or qualified non-for-profit agency, upon request.

1.3.6. For CMS, Vendor shall attach and submit with their billing invoice, the job work order/ticket signed by CMS designee authorizing and approving work, with all pertinent information required as stated in Section 1.3.9.D.

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

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

1.3.9. At the completion 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/ticket 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 (both straight and overtime). There will be no lumping of hours and materials together.

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

Business Enterprise Program, if applicable.

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

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

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

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. 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 subcontracting of labor. Vendors are allowed to recruit temporary employees from local union halls to supplement their employees for bigger jobs.

1.4.2. Vendor and its employees are responsible for maintaining current insurance, licensure, and certifications necessary to perform the varied maintenance and repair services under the scope of the contract. These shall remain valid during the life of the contract.

1.4.3. Vendor shall be familiar with the equipment and system to be serviced and maintain an adequate inventory of repair parts, accessories, and supplies.

1.4.4. For CMS, Vendor shall not commence any work under this contract until he has obtained the approval and been issued a CMS job work authorization order and/or purchase order number from governmental unit or qualified not-for-profit agency designee. This number must appear on all of the Vendor's job invoices and/or tickets, and billings

1.4.5. The State shall have access to the work on State property, wherever it is in preparation or progress and the Vendor shall provide for such access and inspection upon request.

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

1.4.7. 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 governmental unit or qualified not-for-profit agency.

1.4.8. Vendor and its employees shall report to and sign in and out with the governmental unit or qualified not-for-profit agency designee indicating times of arrival and departure with a brief description of the services rendered, work order number and/or location in the facility. Sign in and out times shall be indicated on Vendor’s job invoice and/or ticket.

1.4.9. 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.

1.4.10. 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.

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

1.4.12. 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:

• Description of damage, including extent and location

• Cause of damage

• Steps taken by Vendor

1.4.13. 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.

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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 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.

1.4.14. Should there be an accidental disturbance or damage to asbestos contained materials by the Vendor or employees, said disturbance shall be immediately reported to Facility

Manager, designee, and/or engineer

1.4.15. The State may conduct at their expense criminal and driver history background checks of

Vendor’s officers, employees or agents who would directly supervise or physically perform any of the contract requirements. If the State chooses to conduct a background check, the Vendor’s officers, employees, or agents must be cleared through the background check before entering the premises to commence work. Any officer, employee, or agent deemed unsuitable by the State must be immediately replaced. The

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

1.5. TRANSPORTATION AND DELIVERY:

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

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

1.7. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this 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.

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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: State of Illinois

• Value of services performed at this location: 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 estimated at the time it is submitted for obligation.

The total price of this contract is estimated.

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

Order.

2.3. MAXIMUM AMOUNT: The total payments under 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 05/01/26, or upon execution for three (3) 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.

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

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

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

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

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

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

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

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

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

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

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

Administrative Fund. 15 ILCS 405/23.9.

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

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

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

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

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

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

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

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

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

Illinois tax exemption number and Federal tax exemption information.

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

Send invoices to:

Agency: Central Management Services

Attn: BoPM/Fiscal Dept

Address: 313 S. Sixth Street

City, State Zip Springfield, Illinois 62704

Email: CMS.BOPM.Contracts@illinois.gov

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.

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

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

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

120.

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

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

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

500/20-65.

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

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

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

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

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

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

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any v.25.4 and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this contract.

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

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

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

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

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

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

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

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

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

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

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

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

State employees to perform any work under this contract.

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

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

4.16. APPLICABLE LAW:

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

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

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

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

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

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

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

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

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

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

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

State Purchasing Officer signs a master contract on behalf of State agencies, only the v.25.4

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

Vendor for that order or orders.

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

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

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

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

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

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

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

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

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4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

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

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

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

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

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

Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

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 attached and sent to the following email address: cms.boss.sourcing@illinois.gov.

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5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

5.1. “Chief Procurement Officer” means the chief procurement officer appointed pursuant to

30 ILCS 500/10-20(a)(4) and the lead agency is Central Management Services.

5.2. “Governmental unit” means State of Illinois, any State agency as defined in Section 1-

15.100 of the Illinois Procurement Code, officers of the State of Illinois, any public authority which has the power to tax, or any other public entity created by statute.

5.3. “Qualified not-for-profit agency” means any not-for-profit agency that qualifies under

Section 45-35 of the Illinois Procurement code and that either (1) acts pursuant to a board established by or controlled by a unit of local government or (2) receives grant funds from the State or from a unit of local government.

Required Federal Clauses, Certifications and Assurances

Public Works Requirements (construction and maintenance of a public work) 820 ILCS

130/4.

Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60. Information on prevailing wage may be obtained at https://www2.illinois.gov/idol/Pages/default.aspx

Agency Specific Terms and Conditions

5.4. The Chief Procurement Officer for General Services makes this contract available to all governmental units and qualified not-for-profit agencies.

5.5. Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in this contract for the items in this contract to all governmental units and qualified not-for-profit agencies.

5.6. The supplies or services subject to this Contract shall be distributed or rendered directly to each governmental unit and qualified not-for-profit agency.

5.7. Vendor shall bill each governmental unit and qualified not-for-profit agency separately for its actual share of the costs of the supplies or services purchased.

5.8. The credit or liability of each governmental unit and qualified not-for-profit agency shall remain separate and distinct.

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5.12. Illinois Map by Regions

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6. ATTACHMENTS

Financial Disclosures (including Illinois Procurement Gateway print-off if applicable) 6.1.