Request For Quote - Janitorial Services for Belvidere Facility B-53303.docx

TAXPAYER IDENTIFICATION FORM

The Office of the Illinois Secretary of State (SOS), requests quotes from responsible vendors to meet its needs. A brief description is set forth below for Bidder’s convenience, with detailed requirements in subsequent sections of this solicitation. If interested and able to meet these requirements, the Secretary of State appreciates and welcomes a bid.

Brief Description:

The Illinois Secretary of State is seeking bids for janitorial services (five days per week) at the Belvidere Facility located at 425 Southtowne Drive, Belvidere, IL 61008. The facility is 3,500 square feet.

The resulting contract with the awarded vendor shall have a term of 10/01/26 to June 30, 2028. In no event will the total term of the contract, including the initial term, any renewal terms, and any extensions exceed ten (10) years. 30 ILCS 500/20-60. Subject to the maximum total term limitation, the Illinois Secretary of State has the option to renew for the following terms: n/a

Please read the entire solicitation package and submit a quote for evaluation in accordance with the instructions. All forms and signature areas contained in the solicitation package must be completed in full and submitted along with the price proposal which will constitute the quote. Do not submit the instructions pages with bids. Bidders should keep the instructions and a copy of their bids for future reference.

Bids that do not adhere to Form and Content of Bid requirements may not be considered.

ILLINOIS SECRETARY OF STATE

REQUEST FOR QUOTE

27-350SOS-PROP3-B-53303

OUTLINE

State of Illinois Secretary of State Request For Quote 2

OUTLINE

V.23.1

State of Illinois IFB 5

OUTLINE

V.16.1

STATE OF ILLINOIS

INSTRUCTIONS AND GENERAL INFORMATION

State of Illinois IFB 6 Section 1. Part A. Instructions and General Information V.16.1 SOLICITATION CONTACT: The individual listed below shall be the single point of contact for this solicitation. Unless otherwise directed, Bidders may only communicate with the Solicitation Contact. The Secretary of State shall not be held responsible for information provided by or to any other person.

Suspected errors should be immediately reported to the Solicitation Contact identified above. Do not discuss, directly or indirectly, the solicitation or any Bid with any State officer or employee other than the Solicitation Contact.

BIDDER QUESTIONS AND AGENCY RESPONSE: All questions, other than questions raised at the Bidder Conference/Site Visit, pertaining to this solicitation must be submitted in writing to the Solicitation Contact. Questions received and Agency responses may be posted as an Addendum to the original solicitation on the Bulletin; only these posted answers to questions shall be binding on the Secretary of State. Bidders are responsible for monitoring the Bulletin.

BID DUE DATE, TIME, AND ADDRESS FOR SUBMISSION OF BIDS: Bids may be submitted to the solicitation contact via email or submitted in BidBuy.

Bid Due Date & Time: Please see “Bid Opening Date” in BidBuy AWARD: The Secretary of State is not obligated to award a contract pursuant to this solicitation. If the Secretary of State issues an award, the award will be made to the Responsive and Responsible Bidder who submits the lowest price. The Secretary of State may accept or reject a Bidder’s Bid as submitted, or may require contract negotiations. If negotiations do not result in an acceptable agreement, the Secretary of State may reject the Bidder’s Bid and begin negotiations with another Bidder. The Secretary of State identifies the lowest priced Bidder that meets Responsibility and Responsiveness requirements. The State ranks Bids in order of price when appropriate.

INVOICING ADDRESS: The awarded Vendor shall invoice at the completion of the contract unless invoicing is tied in the contract to milestones, deliverables, or other invoicing requirements agreed to in the contract. Send invoices to:

Secretary of State 501 South 2nd Street Room Room 36 Springfield, IL 62756 Vendor shall not bill for any taxes unless accompanied by proof 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.

-END OF INSTRUCTIONS-

Illinois Secretary of State Request For Quote v.23.1

The Parties to this contract are the Illinois Secretary of State (hereinafter “Agency”) 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 Contractor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Contractor’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. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. STATE SUPPLEMENTAL PROVISIONS

6. STANDARD ILLINOIS CERTIFICATIONS (IF APPLICABLE)

In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACT SIGNATURES page.

ILLINOIS SECRETARY OF STATE

REQUEST FOR QUOTE

Janitorial Services for Belvidere Facility

27PM023001

VENDOR

SECRETARY OF STATE

Official’s Printed Name: Alexi Giannoulias

Official’s Title: Secretary of State

Designee’s Printed Name: Dave Littrell

Designee’s Title: State Purchasing Officer

Designee’s Signature:

State of Illinois IFB Contract: Description of Supplies and Services V. 14.1

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. GOAL: The Illinois Secretary of State is seeking bids for janitorial services (five days per week) at the Belvidere Facility located at 425 Southtowne Drive, Belvidere, IL 61008. The facility is 3,500 square feet.

1.2. SUPPLIES AND/OR SERVICES REQUIRED: Janitorial services are to be provided five (5) days per week.

1.2.1. Daily - The following outlines the specific cleaning to be done five (5) days per week.

1.2.2. Restrooms:

· Dust mop, damp mop, and remove marks on all tile floors using new duster towels, a clean mop and fresh water.

· Clean and disinfect all high-touch surfaces including but not limited to door handles, push plates, handrails, counter tops, and light switches

· Clean and polish all mirrors.

· Clean all nickel, chrome and stainless-steel hardware.

· Clean and disinfect all basins and other fixtures including removal of mineral deposits and soap buildup

· Clean and disinfect all water closets, toilets, and urinals for the elimination of odors by chemical means.

· Sanitary receptacles in all applicable toilets shall be cleaned and sanitized. Paper bags must be supplied by the vendor and shall be inserted in these receptacles. The receptacles shall be emptied, the bags folded securely and disposed of with burnable trash.

· All wastebaskets shall have plastic liners supplied by the vendor. Wastebaskets shall be emptied and cleaned by washing or damp wiping inside and outside.

· Soap dispensers are to be cleaned and kept filled with soap supplied by the vendor.

· Toilet Paper dispensers and holders are to be kept clean and filled with toilet paper supplied by the Secretary of State’s office.

· Paper towel dispensers (if applicable) are to be kept clean and filled with paper towels supplied by the Secretary of State’s office.

· All walls and stall partitions are to be spotted (the removal of spots).

· Remove cobwebs from walls, ceilings, and floors

1.2.3. All remaining insides areas (i.e., offices, waiting areas, conference rooms, employee lounges, entryways, file rooms, etc.):

· Dust mop, damp mop, and remove marks on all tile floors using new duster towels, a clean mop, and fresh water. Remove all carpet spots.

· Vacuum all carpet and mats. This includes moving and vacuuming under all chairs, desks, and tables

· Clean and disinfect all basins and other fixtures in employee lounge areas

· Clean and disinfect all high-touch surfaces including but not limited to door handles, push plates, handrails, counter tops, and light switches

· Clean and polish all mirrors.

· Dust all furniture, appliances, office equipment, windowsills, doors, heat vents or radiators, and all surfaces within seven inches from the floor.

· Remove cobwebs from walls, ceilings, and floors

· Remove spots from all walls, doors, and glass.

· All wastebaskets shall have plastic liners supplied by the vendor. All wastebaskets shall be emptied and cleaned by washing or damp wiping inside and outside.

· All trash shall be removed from inside the facility to a proper refuse container outside of facility.

· Drinking fountains and bottle filling stations shall be cleaned and polished.

1.2.4. Outside:

· Empty and wipe clean all ashtrays and trash receptacles. Ashtrays are to be emptied into metal fireproof containers.

1.2.5. Monthly: In addition to the weekly requirements specified, the following shall be accomplished once each month.

Restrooms:

· Wipe down all walls and partitions.

· Wipe down all baseboards, woodwork, and handrails

· Clean and remove debris from all ceiling light fixtures.

· Machine buff and polish all floors. Waxed floor surfaces must be maintained with a sufficient anti-slip as determined by the Static Friction Test Method of Underwriters’ Laboratories, Inc.

· Dust lighting fixtures, wash partitions, clean pipes, windows, door frames and casings. Dust walls and other objects high enough to require a ladder to reach. Wash interior doors areas around air conditioning outlets, return air grilles, and the louvers in all doors so equipped.

1.2.6. All remaining insides areas (i.e., offices, waiting areas, conference rooms, employee lounges, file rooms, etc.):

· Wash all window glass inside and outside.

· Wipe down all baseboards, woodwork, and handrails

· Clean all ceiling light fixtures and washing of diffusers is required.

· Buff and polish all linoleum, wood, terrazzo, cork, asphalt tile, rubber or plastic tile floors in areas is required. This operation includes a thorough cleaning of the floor and machine buffed to a satisfactory finish. These waxed surfaces shall be maintained with a sufficient anti-slip as determined by the Static Friction Test Method of Underwriters’ Laboratories, Inc.

· Dusting of lighting fixtures, washing opaque glass in interior doors and partitions, cleaning pipes, window and door frames and casings, dusting walls and other objects high enough to require a ladder to reach, and wall spotting is required once every month. If Venetian blinds are used, they shall be dusted once each month. Cleaning of areas around heating and air conditioning outlets and return air grilles, and the louvers in all doors so equipped is required. Wood paneling, handrails and other decorative woodwork shall be wiped down.

1.2.7. Semi-Annual: In addition to the daily, weekly, and monthly requirements specified, the following shall be accomplished once semi-annually.

1.2.8. All remaining insides areas (i.e., offices, waiting areas, conference rooms, employee lounges, file rooms, etc.):

· All ceramic, VCT tile, linoleum, terrazzo, rubber and/or plastic floors in areas will be stripped of old wax, cleaned thoroughly, and five (5) new coats of good quality wax applied, polished, and buffed. The floor shall be stripped, cleaned polished and buffed under all furniture and it shall be the responsibility of the contractor to move and replace all furniture. This maintenance shall be done after the close of business on a Saturday night or Sunday morning to allow sufficient drying time over the weekend.

· Mats supplied by the Secretary of State’s Office shall be shampooed once each April and October by wet or dry method.

· All light diffusers inside the premises must be removed and thoroughly cleaned.

1.2.9. Annually:

All carpeted floors shall be cleaned and shampooed once a year in the month of April. Carpets shall be cleaned and shampooed in accordance with accepted industry standards and materials. This carpet cleaning shall be done after the close of business on a Saturday night or Sunday morning to allow sufficient drying time over the weekend. The carpet shall be cleaned under all furniture, and it shall be the responsibility of the contractor to move and replace all furniture.

1.3. MILESTONES AND DELIVERABLES: five days per week

1.4. VENDOR / STAFF SPECIFICATIONS: In the performance of the work specific in section 1.2, the vendor shall:

1.4.1. Supply its own cleaning supplies.

1.4.2. Use first quality cleaners, waves, chemicals, strippers, deodorizers, disinfectants, etc. in accordance with accepted industry standards to prevent damage to surfaces, as a result of improper methods of cleaning.

1.4.3. Be responsible for shutting off lights and secure by locking windows, rooms, and buildings, including exits and points of entry in areas after cleaning; properly disarming security systems upon entry and re-arming security alarms upon exit of the building. In the event Vendor’s failure to properly disarm or re-arm the security system results in the deployment of law enforcement, Vendor shall be responsible for any fines or fees assessed by the law enforcement agency against the Office of the Secretary of State.

1.4.4. Whenever, it is stated that certain areas are to be scrubbed, unless the scrubbing is otherwise described, it is intended to be performed by machine or by hand with a brush.

1.4.5. Vendor acknowledges that security of the premises is critical to Secretary of State operations. Vendor is solely responsible for the possession of all necessary keys and other equipment required to access the premises. In the event that any key or other equipment used to access Secretary of State property becomes lost or damaged, Vendor is solely responsible for the cost of replacement of the same. All replacements of such equipment shall be completed by the Secretary of State at the Vendor’s expense through the means of reduction in payment.

1.4.6. Vendor shall report to the Secretary of State, Division of Property Management any maintenance deficiencies identified in the course of conducting janitorial services including leaks, plumbing issues, lighting outages, HVAC concerns, pest activity, graffiti, damaged flooring or doors, and ceiling damage.

1.5. TRANSPORTATION AND DELIVERY: N/A

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

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

· Location where services will be performed: Belvidere, IL Value of services performed at this location: 100%

Illinois Secretary of State Contract: Description of Supplies and Services V. 23.1

1 PRICING

2.1 FORMAT OF PRICING:

2.1.1 Vendor shall submit pricing in the format shown below, based on the terms and conditions set forth in section 1 of this Contract.

2.1.2 Award will be given to the vendor with the lowest responsive and responsible bid. ISOS reserves the right to award in whole or in part.

2.1.3 Pricing must be submitted in the line items in BidBuy or in the format below:

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

2.3 EXPENSES ALLOWED: Expenses are not allowed as follows: N/A.

2.4 DISCOUNT: The Secretary of State may receive a Click here to enter text % discount for payment within Click here to enter text days of receipt of correct invoice. This discount will not be a factor in making the award.

2.5 VENDOR’S PRICING: Attach additional pages if necessary or if the format of pricing specified above in Section 2.1 requires additional pages.

2.5.1. Vendor’s Price for the Initial Term: Click here to enter text

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

Illinois Secretary of State Contract: Pricing V. 23.1

2 TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of 10/01/26 to 6/30/28. If a start date is not identified, the term shall commence upon the last dated signature of the Parties.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed ten (10) years.

3.1.2 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 RENEWAL: Any renewal is subject to the same terms and conditions as the original contract unless otherwise provided in the pricing section. The State may renew this contract for any or all the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor’s option.

3.2.1. Pricing for the renewal term(s), or the formula for determining price, is shown in the pricing section of this contract.

3.2.2. The State reserves the right to renew for a total of two (2) years in any one of the following manners:

3.2.3.1 One renewal covering the entire renewal allowance;

3.2.3.2 Individual one-year renewals up to and including the entire renewal allowance; or

3.2.3.3 Any combination of full or partial year renewals up to and including the entire renewal allowance.

3.3 TERMINATION FOR CAUSE: The Agency may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the Agency 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 Agency that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the Agency’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the Agency determines that the Vendor lacks the financial resources to perform the contract, the Agency shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the Agency’s written notice. If not cured by that date the Agency 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 Agency retains its rights to seek any available legal or equitable remedies and damages.

3.4 TERMINATION FOR CONVENIENCE: The Agency 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.

3.5 AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The Agency, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if 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). Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

3.6 Illinois Secretary of State Contract: Term and Termination V. 23.1

3 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. This shall be Vendor’s sole remedy for late payments by the Agency. 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 Agency 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 Agency 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 Agency 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 Agency 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 the 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:

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 Agency.

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 Agency 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 Chief Procurement Officer, State of Illinois internal auditors, 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 Agency for the recovery of any funds paid by the Agency 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 Agency.

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, pandemics, epidemics, endemics and other global and regional health crises, 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 Agency 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 Agency is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the Agency 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 Agency 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 Agency, 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. 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 Agency 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 Agency. 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 Agency. All payments by the Agency shall be made on that basis.

4.13 SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the Agency 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 Agency 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 Agency deems it reasonably necessary for security reasons, the Agency may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractors officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the Agency, 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 Agency arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. The Agency shall not enter into binding arbitration to resolve any dispute arising out of this contract. The Agency 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 Agency all of Vendor’s rights, title and interest to the claim or cause of action.

4.18 CONTRACTUAL AUTHORITY: The Secretary of State shall be the only State entity responsible for performance and payment under this contract. When the Secretary of State’s Chief Procurement Officer or authorized designee or Secretary of State’s 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 Secretary of State’s Chief Procurement Officer or authorized designee or Secretary of State’s State Purchasing Officer signs a master contract on behalf of the Secretary of State, only the Secretary of State shall have any liability to the Vendor for that order or orders.

4.19 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 individual who signed this contract on behalf of Vendor using the contact information following their signature and to ILSOS at __________________, Attn: _______________. 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.

4.20 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 Agency’s and the Vendor’s terms, conditions and attachments, the Agency’s terms, conditions and attachments shall prevail.

4.21 PERFORMANCE RECORD / SUSPENSION: Upon request of the Agency, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The Agency 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 Agency for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.22 FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the Agency 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.

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

4.24 WARRANTIES FOR SUPPLIES AND SERVICES:

4.24.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawings, 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.

4.24.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the Agency and shall provide to the Agency copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the Agency’s payment, acceptance, inspection or failure to inspect the supplies.

4.24.3. 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 Secretary of State policies.

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

4.26 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.

STATE OF ILLINOIS

MINORITIES, FEMALES, PERSONS WITH DISABILITY STATUS AND PARTICIPATION

UTILIZATION PLAN

ATTACHMENT HH

State of Illinois IFB 17 Attachment HH - Minorities, Females, and Persons with Disability Status Participation and Utilization Plan V.14.1 Illinois Secretary of State Contract: Standard Business Terms and Conditions V. 23.1

5. SECRETARY OF STATE SUPPLEMENTAL PROVISIONS

5.1. STATE SUPPLEMENTAL PROVISIONS

DATA SECURITY STANDARDS

CONTRACTOR hereby acknowledges the existence of AGENCY’S Data Security Standards, which have been adopted and published by AGENCY at:

http://www.cyberdriveillinois.com/publications/pdf_publications/dataaccessstandards.pdf. It shall be the responsibility of CONTRACTOR to become informed of all such standards and procedures which may be associated with work to be performed under this CONTRACT and to remain in full compliance with the same at all times.

SECURITY POLICY

CONTRACTOR hereby acknowledges the existence of AGENCY’S Security Policy. It shall be the responsibility of CONTRACTOR to become informed of such Policy and to remain in full compliance with the same at all times.

NETWORK SECURITY ASSESSMENT

CONTRACTOR hereby acknowledges that this CONTRACT is contingent upon CONTRACTOR’S satisfactory completion of AGENCY’S Network Security Assessment. It shall be the responsibility of CONTRACTOR to provide notice to AGENCY in the event of a change in the information provided to AGENCY in any response to AGENCY’S Network Security Assessment.

ETHICS TRAINING

CONTRACTOR shall complete PRINCIPAL’S Ethics Training.

|_| Other (describe)

STANDARD ILLINOIS CERTIFICATIONS

Vendor acknowledges and agrees that compliance with this subsection in its entirety for the term of the contract and any renewals is a material requirement and condition of this contract. By executing this contract Vendor certifies compliance with this subsection in its entirety and is under a continuing obligation to remain in compliance and report any non-compliance.

This subsection, in its entirety, applies to subcontractors used on this contract. Vendor shall include these Standard Certifications in any subcontract used in the performance of the contract using the Standard Certification form provided by the State.

If this contract extends over multiple fiscal years, including the initial term and all renewals, Vendor and its subcontractors shall confirm compliance with this section in the manner and format determined by the State by the date specified by the State and in no event later than July 1 of each year that this contract remains in effect.

A contractor or subcontractor that has entered into a contract for more than one year in duration for the initial term or any renewal term shall certify, by January 1 of each fiscal year covered by the contract after the initial fiscal year, to the applicable chief procurement officer of any changes that affect its ability to satisfy the requirements of Article 50 of the Procurement Code pertaining to eligibility for contract award. If a contractor or subcontractor is not able to truthfully certify that it continues to meet all requirements, it shall provide with its Standard Illinois Certifications a detailed explanation of the circumstances leading to the change in certification status. If a contractor or subcontractor continues to meet all requirements of this Article, it shall not be required to submit any certification or if the work under the contract has been substantially completed before contract expiration, but the contract has not yet expired. A contractor or subcontractor that makes a false statement material to the Standard Illinois Certifications is, in addition to any other penalties or consequences prescribed by law, subject to liability under the Illinois False Claims Act for submission of a false claim. 30 ILCS 500/50-2.

If the Parties determine that any certification in this section is not applicable to this contract it may be stricken without affecting the remaining subsections.

4.1. As part of each certification, Vendor acknowledges and agrees that should Vendor or its subcontractors provide false information, or fail to be or remain in compliance with the Standard Certification requirements, one or more of the following sanctions will apply:

· the contract may be void by operation of law,

· the State may void the contract, and

· the Vendor and its subcontractors may be subject to one or more of the following: suspension, debarment, denial of payment, civil fine, or criminal penalty.

Identifying a sanction or failing to identify a sanction in relation to any of the specific certifications does not waive imposition of other sanctions or preclude application of sanctions not specifically identified.

4.2. Vendor certifies it and its employees will comply with applicable provisions of the United States Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act, and applicable rules in performance of this contract.

4.3. Vendor, if an individual, sole proprietor, partner or an individual as member of a LLC, certifies he/she is not in default on an educational loan. 5 ILCS 385/3.

4.4. Vendor, if an individual, sole proprietor, partner or an individual as member of a LLC, certifies it he/she has not received (i) an early retirement incentive prior to 1993 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code or (ii) an early retirement incentive on or after 2002 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code. 30 ILCS 105/15a; 40 ILCS 5/14-108.3; 40 ILCS 5/16-133.

4.5. For contracts other than construction contracts subject to the requirements of 30 ILCS 500/30-20 and 30 ILCS 500/33-10, Vendor certifies that it is a legal entity as of the date for submitting this bid, offer, or proposal. A person (other than an individual acting as a sole proprietor) must be a duly constituted legal entity to qualify as a bidder or offeror prior to submitting a bid, offer, or proposal. The legal entity must be authorized to transact business or conduct affairs in Illinois prior to execution of the contract. 30 ILCS 500/20-43.

4.6. For construction contracts subject to 30-20 and 33-10 of the Procurement Code, Vendor shall be registered with the Secretary of State as part of the pre-qualification process. 30 ILCS 500/20-43.

4.7. To the extent there was a current Vendor providing the services covered by this contract and the employees of that Vendor who provided those services are covered by a collective bargaining agreement, Vendor certifies (i) that it will offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and (ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract. This does not apply to heating, air conditioning, plumbing and electrical service contracts. 30 ILCS 500/25-80.

4.8. Vendor certifies it has neither been convicted of bribing or attempting to bribe an officer or employee of the State of Illinois or any other State, nor made an admission of guilt of such conduct that is a matter of record. 30 ILCS 500/50-5.

4.9. If Vendor has been convicted of a felony, Vendor certifies at least five years have passed after the date of completion of the sentence for such felony, unless no person held responsible by a prosecutor’s office for the facts upon which the conviction was based continues to have any involvement with the business. 30 ILCS 500/50-10.

4.10. If Vendor or any officer, director, partner, or other managerial agent of Vendor has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, Vendor certifies at least five years have passed since the date of the conviction.