Rental of Reefer Unit B-54020.docx

Illinois Department of Corrections Contract Rental of Reefer Unit

27-426DOC-PONTI-B-54020

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:

Pontiac Correctional Center is establishing a contract to rent a standard 53 ft reefer (refrigeration) unit on a monthly basis for up to twelve (12) months. This will only be on an as needed basis with no guarantee of rental. See specifications below for full requirements. This unit is intended to be run 24-hours a day. The Agency will do hourly checks to verify temperatures.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

The Vendor shall provide refrigerated trailer (“reefer unit”) rental services on an as-needed basis for Pontiac Correctional Center. The reefer unit will be used for temporary refrigerated and/or frozen food storage and must be suitable for continuous operation in a correctional facility environment.

The Vendor shall furnish all equipment, maintenance, repair services, emergency support, and other services necessary to maintain the reefer unit in proper operating condition throughout the rental period, except for those responsibilities specifically identified as the responsibility of the Department.

1.2.1. Rental Requirements

1.2.1.1. The Vendor shall provide a commercial-grade refrigerated trailer suitable for the temporary storage of refrigerated and/or frozen food products.

1.2.1.2. Reefer units shall be provided on an as-needed basis upon request by Pontiac Correctional Center. The resulting Contract does not guarantee a minimum number of rentals, rental periods, or expenditures.

1.2.1.3. The monthly rental rate shall include the reefer unit and all equipment necessary for its normal operation, together with routine preventive maintenance, repair of equipment failures attributable to normal use, and emergency service required under this Contract.

1.2.1.4. The rental period shall begin upon delivery and acceptance of an operational reefer unit by Pontiac Correctional Center.

1.2.1.5. The rental period shall end when the Department notifies the Vendor that the unit is no longer required and makes the unit available for pickup. The Department shall not be responsible for additional rental charges resulting solely from the Vendor’s delay in retrieving a unit after notification that the unit is available for pickup.

1.2.1.6. If rental charges may be incurred for a partial month, such charges shall be prorated based upon the applicable monthly rental rate unless otherwise specifically identified in the BidBuy pricing schedule.

1.2.1.7. The Vendor shall maintain ownership of and responsibility for the reefer unit throughout the rental period. Nothing in the Contract shall be construed as transferring ownership of the equipment to the Department.

1.2.1.8. The Vendor shall provide equipment that is properly maintained and suitable for continuous twenty-four (24) hour operation for the duration of the rental period.

1.2.1.9. The Vendor shall be responsible for all repairs resulting from mechanical failure, equipment malfunction, ordinary wear, or failure of Vendor-owned equipment, except for damage determined to have resulted from misuse, abuse, or negligence by the Department.

1.2.1.10. No repair, maintenance, emergency service, replacement equipment, or other charge may be assessed to the Department unless expressly authorized by the Contract or included as a separately established BidBuy line item.

1.2.1.11. The Department shall not be responsible for Vendor travel time, technician mileage, service-call fees, diagnostic fees, after-hours premiums, or similar charges associated with maintaining Vendor-owned equipment unless specifically identified as an allowable charge in the Contract.

1.2.1.12. The Vendor shall ensure that all licenses, registrations, inspections, and certifications required for the Vendor-owned equipment remain current throughout the rental period, as applicable.

1.2.2. Reefer Unit Minimum Specifications

1.2.2.1. The reefer unit shall be a commercial-grade refrigerated trailer designed and manufactured for the storage and transportation of temperature-controlled food products.

1.2.2.2. The unit shall be 53 feet in length, approximately 8 feet 6 inches in width, and approximately 13 feet and 6 inches in height providing sufficient usable interior storage capacity to accommodate the Department’s required palletized food inventory, up to sixty (60) pallets based upon the approved loading configuration.

1.2.2.3. The Vendor shall provide the Department with the interior dimensions and recommended pallet capacity of the proposed reefer unit upon request.

1.2.2.4. The unit shall be equipped with rear roll up doors to permit safe loading and unloading of palletized products and normal operation of material-handling equipment. Door openings shall be approximately 7 feet 10 inches in width and approximately 7 feet 10 inches in height.

1.2.2.5. Doors shall open and close properly and shall be equipped with operational seals, locking mechanisms, and hardware sufficient to maintain the required internal temperature.

1.2.2.6. The unit shall be structurally sound, weather-resistant, and free from holes, leaks, damaged flooring, damaged walls, deteriorated seals, or other conditions that could adversely affect temperature control, sanitation, or food storage.

1.2.2.7. The interior shall be clean, sanitary, dry, free of objectionable odors, and free from evidence of insects, rodents, mold, chemical contamination, or other conditions that could contaminate food products.

1.2.2.8. The reefer unit shall be capable of continuous twenty-four (24) hour operation.

1.2.2.9. The refrigeration system shall be capable of maintaining frozen-food storage temperatures at or below 0°F when the unit is requested for frozen storage.

1.2.2.10. The refrigeration system shall be capable of maintaining refrigerated-food storage temperatures of 40°F or below when the unit is requested for refrigerated storage.

1.2.2.11. The unit shall have an operational temperature range sufficient to support Department requirements within approximately -10°F through 40°F.

1.2.2.12. If a dual-temperature unit is requested, the unit shall be capable of maintaining independently controlled temperature zones at the temperature settings established by the Department.

1.2.2.13. A unit capable only of operating at different temperatures at different times shall not be represented as a dual-temperature unit unless it is capable of simultaneously maintaining separate temperature zones.

1.2.2.14. The refrigeration system shall be of sufficient capacity to maintain the required temperature during normal seasonal weather conditions experienced at Pontiac Correctional Center.

1.2.2.15. The unit shall contain an operational thermostat or temperature-control system that permits the required operating temperature to be established and maintained.

1.2.2.16. The unit shall contain an externally readable or otherwise readily accessible temperature display that allows Department personnel to verify the internal operating temperature without disrupting normal operation of the unit.

1.2.2.17. Temperature controls and displays shall be in proper working condition at the time of delivery and throughout the rental period.

1.2.2.18. The refrigeration system shall automatically cycle or otherwise operate as designed to maintain the established temperature setting.

1.2.2.19. Diesel-powered refrigeration units shall be equipped with a fuel tank having a minimum capacity of fifty (50) gallons, if a diesel-powered unit is provided.

1.2.2.20. Diesel-powered equipment shall be free from excessive fuel, oil, coolant, or other fluid leaks.

1.2.2.21. If electric operation is provided or required, the Vendor shall identify all electrical requirements, including voltage, amperage, phase, plug configuration, and any other connection requirements necessary for operation.

1.2.2.22. The Vendor shall provide all Vendor-specific cables, adapters, connectors, or equipment necessary to connect and operate the reefer unit unless expressly identified as the responsibility of the Department.

1.2.2.23. Fans, compressors, motors, controls, lights, gauges, alarms, and other components necessary for normal refrigeration operation shall be fully operational.

1.2.2.24. Flooring shall be structurally sound and capable of supporting the anticipated palletized food load and normal loading/unloading operations.

1.2.2.25. Interior surfaces shall be suitable for food-storage use and capable of being cleaned and sanitized.

1.2.2.26. The Vendor shall provide a unit that is safe for its intended use and does not contain exposed wiring, damaged electrical components, unsecured mechanical components, or other readily identifiable safety hazards.

1.2.2.27. The Department reserves the right to reject, at the time of delivery, any unit that is visibly damaged, unsanitary, unsafe, not fully operational, or otherwise fails to meet the requirements of the Contract.

1.2.3. Maintenance and Preventive Service Requirements

1.2.3.1. The Vendor shall maintain the reefer unit in fully operational condition throughout the rental period.

1.2.3.2. The Vendor shall perform all manufacturer-recommended preventive maintenance necessary to support continuous operation of the unit.

1.2.3.3. Standard preventive maintenance shall be performed at intervals not exceeding three thousand (3,000) operating hours, when applicable to the equipment provided, or more frequently when required by the manufacturer’s recommended maintenance schedule.

1.2.3.4. Preventive maintenance shall include inspection and servicing of the refrigeration system and other components necessary for reliable operation, including applicable fluids, filters, belts, electrical components, temperature controls, door seals, and refrigeration-system components.

1.2.3.5. Preventive maintenance shall be performed without additional charge to the Department and shall be included in the monthly rental rate.

1.2.3.6. The Vendor shall coordinate scheduled preventive maintenance with the Chief Engineer or Business Administrator to minimize disruption to facility operations.

1.2.3.7. Scheduled maintenance shall not result in the uncontrolled loss of required storage temperature or otherwise place stored food products at risk.

1.2.3.8. When maintenance requires the unit to be taken out of service for a period that could adversely affect stored products, the Vendor shall coordinate an appropriate temporary or replacement solution with the Department.

1.2.4. Emergency Repair and Service Requirements

1.2.4.1. The Vendor shall provide a telephone number capable of receiving emergency service requests twenty-four (24) hours per day, seven (7) days per week, including weekends and holidays.

1.2.4.2. An emergency service condition includes any mechanical, electrical, refrigeration, control, or other equipment failure that prevents or may prevent the reefer unit from maintaining the temperature established by the Department.

1.2.4.3. The Department may request emergency service when the internal temperature is outside the established operating range, when the temperature is trending toward an unacceptable level, or when equipment failure indicates that temperature control may be lost.

1.2.4.4. The Vendor shall respond to an emergency service request within five (5) hours of notification.

1.2.4.5. For purposes of this requirement, “response” means arrival of qualified service personnel at the facility and commencement of diagnosis or repair. Telephone contact alone shall not constitute compliance with the required response time.

1.2.4.6. Emergency repair services associated with normal equipment malfunction or failure shall be included in the monthly rental price and shall not result in additional service-call, labor, mileage, diagnostic, travel, or after-hours charges to the Department.

1.2.4.7. The Vendor shall make all reasonable efforts to restore the reefer unit to the required operating temperature as quickly as practicable.

1.2.4.8. If the Vendor determines that the reefer unit cannot be repaired promptly or cannot reliably maintain the required temperature, the Vendor shall provide an equivalent or better replacement unit at no additional cost to the Department.

1.2.4.9. Replacement equipment shall meet all minimum specifications and performance requirements of the Contract.

1.2.4.10. The Vendor shall be responsible for costs associated with providing replacement equipment when replacement is required because of mechanical failure, equipment malfunction, normal wear, or other failure of Vendor-owned equipment.

1.2.4.11. Replacement of a malfunctioning unit shall not restart, extend, or otherwise increase the Department’s rental obligation solely because different Vendor equipment was supplied.

1.2.5. Equipment Condition and Acceptance

1.2.5.1. At the time of delivery, the reefer unit shall be clean, sanitary, fully operational, and ready for immediate use.

1.2.5.2. The Department may inspect the unit upon delivery to verify compliance with the Contract requirements.

1.2.5.3. Acceptance of the unit at delivery does not waive the Vendor’s continuing obligation to maintain the equipment in compliance with the Contract throughout the rental period.

1.2.5.4. If a delivered unit does not meet the Contract requirements, the Department may require the Vendor to correct the deficiency or provide a compliant replacement unit.

1.2.5.5. The Department shall not incur additional delivery, replacement, service, or rental charges resulting from the Vendor’s provision of a noncompliant unit.

1.2.6. Department Responsibilities

1.2.6.1. Department personnel will monitor the reefer unit’s displayed temperature as necessary for facility operations.

1.2.6.2. The Department will promptly notify the Vendor of identified equipment malfunctions or failures requiring Vendor service.

1.2.6.3. The Department will provide reasonable access to the reefer unit for authorized Vendor personnel performing approved maintenance or repair services, subject to all facility security and access requirements.

1.2.6.4. Responsibility for fuel used to operate a diesel-powered reefer unit during the rental period shall be as specifically established in the BidBuy pricing structure and Contract. No fuel-related charge may be assessed unless expressly authorized by the Contract.

1.2.6.5. Twenty-Four (24)-hours emergency services number must be provided in event reefer unit is not maintaining adequate temperatures; that is if the unit is not maintaining below zero (0) degrees and going above 40 degrees.

1.2.6.6. Response time for emergency services cannot exceed five (5) hours. Emergency services must be included in monthly cost.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Initial Delivery and Acceptance. The Vendor shall provide a reefer unit meeting all Contract requirements within the applicable delivery timeframe. The Unit must be clean, sanitary, fully operations, capable of maintaining the required temperature, and accepted by the Department before the rental period begins.

1.3.2. Continuous Operational Performance. Throughout the rental period, the Vendor shall maintain the refer unit in fully operational conditions and capable of maintaining the temperature established by the Department for the products being stored. Standard maintenance services shall be performed at a minimum of every 3,000 hours.

1.3.3. Preventative Maintenance. The Vendor shall complete all required preventative maintenance in accordance with the manufactures recommended maintenance schedule and the requirements of this Contract without interruption to required food storage conditions.

1.3.4. Emergency Repair or Replacement. Upon notification of an equipment failure, the Vendor shall respond within five (5) hours and shall repair or provide an equivalent or better replacement unit when the existing unit cannot be promptly restored to proper operation condition.

1.3.5. Rental Completion. Upon notification from the Department that the reefer unit is no longer required, the Vendor shall coordinate remove of the unit in accordance with the Transportation and Delivery requirements of this contract.

1.3.6. Normal receiving hours for delivery are Monday – Friday, less state holidays, between 8:00 am and 2:30 pm.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. The Vendor shall provide personnel who are appropriately trained and qualified to deliver, install, inspect, maintain, diagnose, and repair the reefer equipment provided under the Contract.

1.4.2. All Vendor employees, technicians, drivers, subcontractors, and other personnel entering Department property shall comply with all applicable facility security, identification, screening, and access requirements. Access to the facility may be denied to any individual who fails to meet those requirements.

1.4.3. Routine maintenance and other non-emergency service shall be scheduled in advance with the Department and performed during established facility work hours unless otherwise approved by the Department.

1.4.4. If the Vendor brings hazardous or toxic substances onto Department property, the Vendor shall provide current Safety Data Sheets (SDS) for those materials before use and shall comply with all applicable handling, storage, and disposal requirements.

1.4.5. The Vendor shall promptly report any damage to State property caused during delivery, pickup, maintenance, or repair activities and shall be responsible for damage resulting from the acts or omissions of Vendor personnel.

1.4.6. The Department of Corrections Chief Engineer or Business Administrator and the Vendor shall coordinate all scheduled work. The Chief Engineer or Business Administrator will schedule the delivery and pickup and any necessary service work. All necessary service work shall be performed during normal workdays, which are Monday through Friday, less holidays, between 7:00 a.m. – 3:00 p.m. unless agree by both parties. All work performed shall be rendered in the presence of the Maintenance Staff or their designer or Supply Supervisor.

1.4.7. If applicable, Vendor shall provide a list of all toxic substances proposed for use in service at the institution. Before any service, the Material Safety Data Sheets shall be supplied for all listed toxic substances. This will keep the institution in compliance with the Illinois Toxic Substance Disclosure to Employees Act which states, “Employees must obtain a Material Safety Data Sheet for each toxic substance used, produced, or stored in the workplace to which employees may be exposed.”

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. The Vendor shall be responsible for delivery and pickup of the reefer unit at Pontiac Correctional Center.

1.5.2. Emergency delivery shall occur within five (5) hours of notification by the Correctional Center. Non-emergency delivery shall occur within five (5) calendar days of notification.

1.5.3. Deliveries and pickups shall be coordinated with the Chief Engineer or Business Administrator and shall occur during the facility’s established receiving hours, unless otherwise approved by the facility.

1.5.4. Upon delivery, the reefer unit shall be clean, fully operational, and ready for immediate use.

1.5.5. The Correctional Center will notify the Vendor within forty-eight (48) hours, when the reefer unit is no longer required. The Vendor shall coordinate timely pickup with the Chief Engineer or Business Administrator.

1.5.6. All costs associated with delivery and pickup, including transportation, fuel surcharges, and other related fees, shall be included in the applicable BidBuy line-item price. No additional delivery, pickup, transportation, fuel surcharge, or related fees will be permitted.

1.5.7. Delivery and pickup including fuel surcharges and any additional fees are per the line items in BidBuy. No additional fees are allowed.

1.6. SUBCONTRACTING:

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: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

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 Offeror shifts any such work outside the United States.

· Location where services will be performed:

Pontiac Correctional Center, 700 W Lincoln St, Pontiac, IL 61764 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 firm.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing.

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

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term of twelve (12) months. If start date is not identified, the term shall commence upon the last dated signature of parties for a period of twelve (12) months. 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.

3.1.2. 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.

3.2. 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.

3.3. 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.

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. Invoices shall be submitted to the Pontiac Correctional Center Business Office on a monthly basis. Invoice shall be itemized, showing dates of service, and location of service rendered. The Business Office must reconcile all invoices, monthly payments, etc. before processing payment to the Vendor.

Send invoices to:

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 (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 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, 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 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, 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 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.

5. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions

6. ATTACHMENTS

6.1. BidBuy Purchase Order

6.2. Illinois Standard Certifications

Illinois Department of Corrections Rental of Reefer Unit

27-426DOC-PONTI-B-54020

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Pontiac, IL 61764

Printed Name: Click here to enter text.

Official’s Title: Click here to enter text.

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 27-426DOC-PONTI-B-54020

· Project Title: Rental of Reefer Unit

· Contract #:

· Procurement Method (IFB, RFP, Small Purchase, etc.): Small Purchase

· BidBuy / Bulletin Reference #: B54020

· BidBuy / Bulletin Publication Date:

· Award Code:

· Subcontractor Utilization? |_| Yes |_|No Subcontractor Disclosure? |_| Yes |_|No

· Funding Source: General Revenue Fund

· Obligation #: