RFQ Core Hygiene Products - Transgender 91221.docx

STATE OF ILLINOIS

EXCEPTIONS TO SOLICITATION AND CONTRACT TERMS AND CONDITIONS

The Illinois Department of Corrections is seeking bids for Core Hygiene Products – Transgender Population. See the specifications in section 1.1 of the attached contract.

If you are interested in submitting a bid, complete the contract, including pricing in section 2.4.1, and return this document and either FORMS A or FORMS B via hand delivery, mail, fax or email NO LATER THAN September 2, 2021 at 10:00am to:

City, State Zip: Springfield, IL 62702

FORMS A

Complete this section if you are not using an Illinois Procurement Gateway (IPG) Registration # http://www.illinois.gov/cpo/general/Documents/Forms%20A%20Section%20V.15.2.docx

FORMS B

Complete this section only if you are using a valid IPG Registration # To ensure that you are registered in the IPG, search for your business name in the IPG Registered Offeror Directory. If your company does not appear in the search results, then you are not registered in the IPG.

STATE OF ILLINOIS

DEPARTMENT OF CORRECTIONS

REQUEST FOR QUOTE

Core Hygiene Products - Transgender Population

22-426DOC-CENTO-B-24538

http://www.illinois.gov/cpo/general/Documents/Forms%20B%20Section%20V.15.2.docx

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Offeror. 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 Offeror affirms that the Certifications and if applicable the Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Offeror’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.

Contract includes BidBuy Purchase Order? (The Agency answers this question prior to contract filing.)

☐ Yes ☐ No Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including FORMS B) ☐ No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. SUPPLEMENTAL PROVISIONS

6. STANDARD CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST (IF APPLICABLE)

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “FORMS B” (IF APPLICABLE)

9. PURCHASE ORDER FROM BIDBUY (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.

STATE OF ILLINOIS

CONTRACT

Illinois Department of Corrections Core Hygiene Products - Transgender Population

State of Illinois Chief Procurement Office Contract V. 18.2

OFFEROR

Date:

City, State ZIP: Springfield, IL 62702

Printed Name: Rob Jeffreys / James Deen

Official’s Title: Director / CFO

Printed Name: Click here to enter text.

Title: Click here to enter text.

Fiscal’s Printed Name: Click here to enter text.

Fiscal’s Title: Click here to enter text.

CONTRACT

Illinois Department of Corrections Core Hygiene Products - Transgender Population

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 22-426DOC-CENTO-B-24538

· Project Title: IDOC - SPEC - Core Hygiene Products - Transgender Population

· Contract #:

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

· IPB Reference #:

· IPB Publication Date:

· Award Code: A

· Sub-Contractors Utilization? |_| Yes |_|No Sub-Contractors Disclosure? |_| Yes |_|No

· Funding Source:

· Obligation #:

· Other Preferences?

State of Illinois Chief Procurement Office General Services Contract V. 18.2

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1 SUPPLIES AND/OR SERVICES REQUIRED: The Illinois Department of Corrections is procuring various core hygiene products for its transgender individuals in custody.

1.1.1 Offeror(s) shall provide various core hygiene items listed on Attachment 1.

1.1.2 Offeror(s) shall fill orders and deliver ordered items within seven (7) business days after receipt of order by confirmed order. Offeror(s) must furnish proof of delivery in the form of a legible packing slip which clearly identifies the delivery location, order number, quantity of individual items delivered, date of delivery and signature of authorized receiving personnel at each facility. This legible proof of delivery must be provided to each facility at the time of delivery and submitted with each invoice for payment. Discrepancies between what was delivered and what was received will be settled by referring to the signed receiving documents indicated above.

1.1.3 BACK-ORDERS ARE NOT ACCEPTABLE. Deliveries are “ship complete.” It is the responsibility of the Offeror to provide all items as ordered by each facility. Offerors are responsible for obtaining items from Sub-Offerors, if needed, to completely fill orders by the Department. The Agency shall not be responsible for any additional fees that may be incurred by utilizing a Sub-Offeror or Sub-Offerors.

1.1.3.1 If the Offeror fails to provide services in accordance to the contract, is deficient in providing contract deliverables, or fails to maintain expected services as specified in Section 1, the Agency will impose Performance Adjustments to the Offeror(s) of 125% of the contract price and apply to the average sale for the item(s) during the previous average of the four weeks prior, and up to and including termination of the contract(s).

1.1.3.2 The Offeror(s) shall be responsible for and pay all Federal, State and local licenses, permits and fees required for the delivery of the items during the entire contract period.

1.1.3.3 Returns/Credit

1.1.3.3.1 All defective or un-saleable merchandise must be picked up by the Offeror(s) during the next delivery after notification by the Department. The corresponding credit must appear on the invoice for that delivery at the time of pick-up. All return notifications will be issued in writing and emailed to the Offeror(s) for action as indicated herein. The following is the procedure for returns/credit:

1.1.3.3.1.1 Department personnel will notify the Offeror(s) of required returns when placing the next order.

1.1.3.3.1.2 A return authorization, for the pick-up of returned goods with the delivery of new orders, will be issued when a return is required. The Offeror(s) shall not pick up returns without this written authorization.

1.1.3.3.1.3 The Offeror(s) shall pick up returns and issue a credit equal to the contract price to the Department for all returned items. Pick-ups for credit will be scheduled concurrent with deliveries of new orders. Pick-ups require a return authorization.

1.1.3.4 Product Substitution

1.1.3.4.1 It is expected that Offeror(s) shall fill all orders without backorder or substitution. No substitutions are permitted without the prior consent of the Department.

1.1.3.5 Labeling

1.1.3.5.1 All individual items offered must comply with FDA and USDA labeling requirements for retail sales if applicable.

1.1.3.6 Product Recall

1.1.3.6.1 If any products acquired under this agreement are recalled under the provisions of the Federal Food, Drug, and Cosmetic Act, a Manufacturer’s product recall and/or the discovery of contaminants, the Offeror(s) shall comply with the following conditions:

1.1.3.6.2 The Offeror(s) shall immediately (within 24 hours) notify the Department by emailed written notice and also by telephone call(s) indicating:

1.1.3.6.2.1 the reasons for the product recall,

1.1.3.6.2.2 the product lot number and/or model number,

1.1.3.6.2.3 the level of urgency for removal of product,

1.1.3.6.2.4 the interim action or antidote to be taken to remedy any emergency situation arising from product ingredient or malfunction.

1.1.3.6.3 The Offeror(s) shall make provisions to have all recalled products (which will be contained, inventoried, etc., as applicable) removed consistent with the return authorization procedures set forth in Section 1.1.3.3 Returns/Credit, and provide the appropriate remedy, (which may include, but not be limited to; replacing/substituting product stock with approved equivalent value product and/or reimbursing the Department’s financial outlay by applying credit(s) to the Department’s invoices.)

1.2 Pricing and Item Selection

1.2.1 All prices in the Offeror’s proposal (hereinafter referred to as Unit/Base prices) shall not be increased during the first year of the contract term.

1.2.2 After the initial term of the contract period, if the Offeror’s cost for any goods covered by this contract should increase more than 5% from the previous year’s amount, the Offeror(s) shall, upon submission of written proof of such increase to, and the approval by the Illinois Department of Corrections, be entitled to adjust the price by an amount sufficient to compensate the Offeror(s) completely and precisely for such increase.

1.2.3 IDOC will allow one annual review of contract prices and substitutions equal/or better to the original contract items. The claim for such adjustment must include a certification from the manufacturer/supplier verifying his/her cost at the time of the bid award and at the time of the requested increase. The increase will be allowed only on the cost to the Offeror(s), no increase or change in the Offeror’s overhead, profit or other factors will be approved. The State/Agency reserves the right to ask for invoices, published price lists, or any other evidence establishing Offeror’s costs to support the increase.

1.2.4 In all cases the Offeror(s) must file a claim for such adjustment prior to the delivery of the goods. If the Offeror has excessive complaints filed against him/her for non-delivery, his/her request may be denied, until such time as all past complaints are resolved to the satisfaction of the State/Agency. In any event, the claim for such adjustment will not apply to release orders dated prior to the date the Agency received the required documentation necessary to justify the increase. In the event such costs should decrease by more than 5% during the period of time that such contract is in effect, the State/Agency reserves the right to adjust the price downward to compensate it completely and precisely for such decrease. Such decreases shall become effective immediately upon notification by the Offeror(s) of the amount of the decrease. It is the responsibility of the Offeror(s) to notify the State/Agency of any such decrease.

1.2.4.1 The Offeror(s) shall ensure the contract items offered for sale in the Department may not be higher than the retail prices for the same or comparable items.

1.2.4.2 The Offeror(s) shall ensure that no price increase shall take place without written approval from the Agency. Item selection and variety may be adjusted as mutually agreed upon by the parties.

1.2.5 Inspection

All goods received by the Department are subject to inspection and testing. If goods are found to be defective or fail to meet the contract specifications, the Department shall have the right to reject the goods and shall hold the Offeror(s) responsible for return and replacement to the Department’s satisfaction.

1.2.6 Brand Names and Approved Equivalents

1.2.6.1 Any references to manufacturers, trade names, brand names and/or catalog numbers are intended to be descriptive, but not restrictive, unless otherwise stated, and are intended to indicate the quality level desired. Offerors may offer any equivalent product that meets or exceeds the specifications. Bids based on equivalent products must: 1) clearly describe the alternate offered and indicate how it differs from the product specified; and, 2) Include complete descriptive literature and/or specifications as proof that the proposed alternate will be equal to or better than the product named in this bid.

1.2.6.2 If Offeror does not specify otherwise, it is understood that the referenced brand will be supplied.

1.2.6.3 Quantities listed herein are estimates and are not to be construed as a commitment minimum or maximum is guaranteed or implied.

1.2.7 Standard of Contract Goods

1.2.7.1 Only new, originally manufactured Contract Goods will be accepted. The Department will not accept any Contract Goods that have been refurbished, rebuilt, restored or renovated in any manner. In addition, experimental materials will not be acceptable.

1.2.7.2 Glass containers or canned items are absolutely not allowed. Foil packaging of goods is acceptable. Products such as toothpaste, shampoo, lotions, liquid soap, deodorant, etc. must be packaged in clear containers.

1.2.8 Guarantees and Warranties

All guarantees and warranties required shall be furnished by the Offeror(s) and shall be delivered to the facility Department within 2 weeks of contract execution. The Offeror(s) agrees that the contract goods and services to be furnished shall be covered by the most favorable commercial warranties the Offeror(s) would give to any customer for the same or substantially similar contract goods and services and that the rights and remedies so provided are in addition to and do not limit any rights afforded the Agency.

1.2.9 Acceptance of Purchase Order

BidBuy is the electronic procurement system being used by State Agencies under the jurisdiction of the Chief Procurement Office for General Services. The Illinois Department of Corrections will submit purchase orders for supplies through the BidBuy system.

1.3 MILESTONES AND DELIVERABLES: See section 1.1

1.5 WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Offeror 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 Offeror.

Offeror 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 Offeror 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: IL. Department of Corrections, Warehouse Lincoln Value of services performed at this location: 100%

Contract V. 18.2

2. PRICING

2.1 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.

2.2 EXPENSES ALLOWED: Expenses are not allowed.

2.3 DISCOUNT: The State may receive a N/A % discount for payment within N/A days of receipt of correct invoice.

2.4 OFFEROR’S PRICING:

2.4.1 Pricing shall be submitted in the following format:

2.1.2.1 Offeror(s) shall enter a Unit/Base Price for each item on the Core Hygiene Supply List, Attachment 1. Pricing shall be in accordance with the unit of measure specified and only one-unit price shall be quoted per item unless specifically provided below. All extensions and totals requested shall be shown.

2.1.2.2 Offeror(s) agrees that in the event of a price decline, the benefit of such lower price shall be extended to all applicable Department.

2.1.2.3 Core Hygiene Supply List. See Attachment 1 Bid Attachment Excel Workbook containing Core Hygiene Lists. (*Offerors may offer any equivalent products that meets or exceeds the specifications. Bids based on equivalent products must: 1) clearly describe the alternate offered and indicate how it differs from the product specified; and, 2) Include complete descriptive literature and/or specifications as proof that the proposed alternate will be equal to or better than the product named in this bid.)

2.5 Attach additional pages if necessary.

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

· For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Pricing.

|_| If checked, see the attached BidBuy Purchase Order for the Offeror’s Price for the Initial Term.

2.5.2 Renewal Compensation: If the contract is renewed, the price shall be at the same rate as for the initial term unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.5.3 Agency Formula for Determining Renewal Compensation: TBD.

2.5.4 Offeror’s Price for Renewal(s): Click here to enter text

2.6 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $Click here to enter text without a formal amendment.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of three (3) years. If a start date is not identified, the term shall commence upon the last dated signature of the Parties.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed term.

|_| If checked, see the attached BidBuy Purchase Order for the Term of this Contract.

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

3.1.2 Offeror 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: N/A

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

If Offeror 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 Offeror lacks the financial resources to perform the contract, the State shall provide written notice to the Offeror 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.

3.4 TERMINATION FOR CONVENIENCE: The State may, for its convenience and with 30 days prior written notice to Offeror, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Offeror.

3.4.1. The Offeror shall be entitled to compensation upon submission of invoices and proof of claim 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 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 Department’s funding by reserving some or all of the Department’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Department 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. Offeror will be notified in writing of the failure of appropriation or of a reduction or decrease.

3.6 State of Illinois Chief Procurement Office Contract V. 18.2

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 Offeror’s sole remedy for late payments by the State. Payment terms contained on Offeror’s invoices shall have no force and effect.

4.1.2 Minority Offeror Initiative: Any Offeror awarded a contract under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) of $1,000 or more is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Offeror 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 Offeror 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 Department of Labor and are available on the Department’s official website, which shall be deemed proper notification of any rate changes under this subsection. Offeror is responsible for contacting the Illinois Department of Labor to ensure understanding of prevailing wage requirements at 217-782-6206 or (http://www.state.il.us/agency/idol/index.htm).

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 in the award notice.

4.1.6 Invoicing: By submitting an invoice, Offeror certifies that the supplies or services provided meet all requirements of the contract, and the amount billed and expenses incurred are as allowed in the 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 Offeror 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 Offeror shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Offeror may request the applicable Agency/University state tax exemption number and federal tax exemption information.

4.1.6.2 Offeror 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 all correspondence and invoices to:

|_| See attached BidBuy Purchase Order 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, transferred in whole or in part by Offeror without the prior written consent of the State.

4.3 SUBCONTRACTING: For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the contract. Offeror must receive prior written approval before use of any subcontractors in the performance of this contract. Offeror shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Offeror 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, Offeror shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Offeror must make as a condition of this contract. Offeror shall include in each subcontract the subcontractor certifications as shown on the Standard Certification form available from the State. If at any time during the term of the Contract, Offeror adds or changes any subcontractors, then Offeror must promptly notify, by written amendment to the Contract, 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 the Contract. 30 ILCS 500/20-120.

4.4 AUDIT/RETENTION OF RECORDS: Offeror and its subcontractors shall maintain books and records relating to the performance of the contract or subcontract and necessary to support amounts charged to the State pursuant the contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Offeror 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 Offeror 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. Offeror 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 the contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Offeror or subcontractors shall not impose a charge for audit or examination of the Offeror’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 Offeror’s performance of this contract. Offeror shall continue to perform its obligations while any dispute concerning the 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 the contract without penalty if performance does not resume within 30 days of the declaration.

4.8 CONFIDENTIAL INFORMATION: Each Party, including its agents and subcontractors, to this contract 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. Offeror shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Offeror 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 the contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the contract, in whatever form it is maintained, promptly at the end of the 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 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 Offeror 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. Offeror 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 Offeror may have to such work including any so-called "moral rights" in connection with the work. Offeror acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to confidentiality provisions of this contract.

4.10 INDEMNIFICATION AND LIABILITY: The Offeror 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 Offeror 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 Offeror’s negligent performance; (c) any act, activity or omission of Offeror or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under the contract infringing, misappropriating, 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: Offeror 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. Offeror shall provide: (a) General Commercial Liability insurance in 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 amount required by law. Insurance shall not limit Offeror’s obligation to indemnify, defend, or settle any claims.

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

4.13 SOLICITATION AND EMPLOYMENT: Offeror shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Offeror shall give notice immediately to the Agency’s director if Offeror solicits or intends to solicit State employees to perform any work under this contract.

4.14 COMPLIANCE WITH THE LAW: The Offeror, 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. Offeror shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Offeror 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 Offeror’s and subcontractors officers, employees or agents. Offeror or subcontractor shall immediately reassign any such 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 505/1. 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 Offeror does not pursue any claim or cause of action it has arising under federal or state antitrust laws relating to the subject matter of the contract, then upon request of the Illinois Attorney General, Offeror shall assign to the State all of Offeror’s rights, title and interest in and to the claim or cause of action.

4.18 CONTRACTUAL AUTHORITY: The Agency that signs this contract on the behalf of the State of Illinois shall be the only State entity responsible for performance and payment under the 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 Offeror. 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 Offeror shall have any liability to Offeror 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 Offeror’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22 PERFORMANCE RECORD / SUSPENSION: Upon request of the State, Offeror shall meet to discuss performance or provide contract performance updates to help ensure proper performance of the contract. The State may consider Offeror’s performance under this contract and compliance with law and rule to determine whether to continue the contract, suspend Offeror from doing future business with the State for a specified period of time, or whether Offeror 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) (50 ILCS 140) notwithstanding any provision to the contrary that may be found in this contract.

4.24 SCHEDULE OF WORK: Any work performed on State premises shall be done 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. Offeror 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 Offeror 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. Offeror 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 Offeror shall insure that all manufacturers’ warranties are transferred to the State and shall provide a copy of the warranty. 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. Offeror warrants that all services will be performed to meet the requirements of the contract in an efficient and effective manner by trained and competent personnel. Offeror shall monitor performances of each individual and shall reassign immediately any individual who is not performing in accordance with the 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: Offeror shall immediately notify the State of any event that may have a material impact on Offeror’s ability to perform the contract.

STATE OF ILLINOIS

MINORITIES, FEMALES, PERSONS WITH DISABILITY STATUS AND PARTICIPATION

UTILIZATION PLAN

ATTACHMENT HH

4.27 EMPLOYMENT TAX CREDIT: Offerors 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 IFB 17 Attachment HH - Minorities, Females, and Persons with Disability Status Participation and Utilization Plan V.14.1 State of Illinois Chief Procurement Office Contract V. 18.2

5. SUPPLEMENTAL PROVISIONS

5.1. STATE SUPPLEMENTAL PROVISIONS

|_| Agency/University Definitions Click here to enter text.

|_| Required Federal Clauses, Certifications and Assurances Click here to enter text.

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

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

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|X| Agency/University Specific Terms and Conditions Availability of Appropriations; Sufficiency of Funds. This contract is contingent upon and subject to the availability of sufficient funds. The Department may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (i) sufficient State funds have not been appropriated to the Department [or sufficient Federal funds have not been made available to the Department by the Federal funding source], (ii) the Governor or the Department reserves appropriated funds, or (iii) the Governor or the Department determines that appropriated funds [or Federal funds] may not be available for payment. The Department shall provide notice, in writing, to [Provider] of any such funding failure and its election to terminate or suspend this contract as soon as practicable. Any suspension or termination pursuant to this Section will be effective upon [Provider’s] receipt of notice.

|_| Other (describe) Click here to enter text.

5.2. OFFEROR SUPPLEMENTAL PROVISIONS

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STANDARD CERTIFICATIONS

Offeror 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 Offeror 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, also applies to subcontractors, if used on this contract. Offeror 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, Offeror 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.

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.

1. As part of each certification, Offeror acknowledges and agrees that should Offeror 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 Offeror and it 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.

2. Offeror 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.

3. Offeror, 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. Offeror, 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.

5. Offeror certifies that it is a legal entity authorized to do business in Illinois prior to submission of a bid, offer, or proposal. 30 ILCS 500/1-15.80, 20-43.

STATE OF ILLINOIS

STANDARD CERTIFICATIONS

ATTACHMENT GG

20.1 State of Illinois RFP 32 Attachment GG– Standard Certifications V.13.4

6. To the extent there was a current Offeror providing the services covered by this contract and the employees of that Offeror who provided those services are covered by a collective bargaining agreement, Offeror 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.

7. Offeror 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.

8. If Offeror has been convicted of a felony, Offeror 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.

9. If Offeror or any officer, director, partner, or other managerial agent of Offeror 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, Offeror certifies at least five years have passed since the date of the conviction. Offeror further certifies that it is not barred from being awarded a contract and acknowledges that the State shall declare the contract void if this certification is false. 30 ILCS 500/50-10.5.

10. Offeror certifies it is not barred from having a contract with the State based upon violating the prohibitions related to either submitting/writing specifications or providing…