RFQ Menard Cable Contract UPDATED.docx

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

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

Request for Quote Illinois Department of Corrections Menard Correctional Center Cable Television Programming

23-426DOC-MENAR-B-32218

State of Illinois Chief Procurement Office General Services

RFQ

VENDOR

Date:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62707

Printed Name: Rob Jeffreys by James Deen

Official’s Title: Director by CFO

Legal Printed Name: Click here to enter text.

Legal’s Title: Click here to enter text.

Facility’s Printed Name: Anthony Wills

Facility’s Title: Warden

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

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 23-426DOC-MENAR-B-32218/R144414

· Project Title: Menard Correctional Center Cable Television Programming

· Contract #: CIBF 2379006

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

· IPB Reference #:

· IPB Publication Date:

· Award Code:

· Subcontractor Utilization? |_| Yes |_|No Subcontractor 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/Menard Correctional Center seeks vendors with experience and expertise in cable television programming. The objective of the State is to establish a FOUR MONTH contract to supply cable/satellite television programming on the premises to include labor, material/parts, service of parts, training and upgrades necessary to establish a constant signal throughout the facility. The timeframe to be fully operational must be included with the bid.

1.1.1 VENDOR shall furnish all labor, material/parts, service of parts, training, and upgrades necessary to supply cable/satellite television programming on the premises.

1.1.2 The VENDOR shall provide any additional equipment required and any repairs and/or maintenance (including parts) at no additional charge up to the existing tap. Menard Correctional Center will be responsible past the tap (individual in custody will be responsible for everything from TV to tap). Equipment provided by the VENDOR shall include the following:

Cable (as needed) Taps (as needed) Directional Couplers (as needed) Voltage Inserters (as needed) Head-end Equipment (as needed) Amplifiers (as needed) TV Message System (as needed) Automated DVD Playback (as needed) Any and all necessary parts to connect all devices (as needed).

1.1.3 The VENDOR must maintain a usable constant signal of approximately 0 – 10dbv at each port.

1.1.4 Vendor shall use exiting installed equipment for the term of this contract. Any additional equipment installed becomes the property of Menard Correctional Center.

1.1.5 Cable/Satellite service is hereby defined as the service containing a minimum of seventy (70) channels. Agency is aware of and agrees that the Vendor may change its service carriage within the cable/satellite television system, due to reasons that include, but are not limited to, loss of their right to carry programming caused by the programmer’s loss of license or otherwise, any technical reasons which may cause the interruption and/or suspension of the channel and/or any other reasons which may make the continued carriage of that particular channel economically unfeasible.

1.1.6 In the event a service becomes unavailable, Vendor will make a reasonable effort to substitute another service in its place. In the case of a programming and/or channel change, Menard Correctional Center will be made aware prior to the change and the change will be subject to Menard Correctional Center’s agreement with the new programming, and/or channel offered as a replacement.

1.1.7 VENDOR agrees to provide the services specified to the number of units shown and AGENCY agrees to pay for such services at the monthly agreed upon rate.

1.1.8 VENDOR shall be required to provide the following channel lineup. Alternate Channel line-up will be considered, but must meet with the approval of the Menard Correctional Center.

Current Channel Lineup (At this time):

All Local Channels including news, weather, and sports

WGN

The Weather Channel

TBS

TNT

Lifetime

ESPN

ESPN2

ESPN Classic

BET

VH1

Freeform CNN Headline News Comedy Central USA Network Discovery Spike TV SyFy Versus Disney XD Cartoon Network TV Land Travel Channel

CNN

E!

FX

MTV

AMC

TLC

FSN Midwest Fox News

CNBC

History Channel

HGTV

A&E Tru TV

CMT

National Geographic

SOAP

Food Network Bravo Speed Animal Planet

MSNBC

G4

GAC

Oxygen

GOLF

Outdoor Channel Style Big 10 Network

MTV2

Music Channels must be filtered out.

1.1.9 The VENDOR shall provide cable/satellite service, channel line-up, at least six (6) in-house channels together with an access port to be provided by the Vendor for injection of the in-house programming for an estimated Two Thousand Five Hundred (2,500) units.

1.1.10 Payment for services shall be made only from the Central Inmate Benefit Fund controlled by Menard Correctional Center. There will be no liability for payment of such amount on the part of the State of Illinois. Illinois Department of Corrections, Menard Correctional Center or any agent or employee of the Menard Correctional Center. In the event Central Inmate Benefit Funds becomes unavailable, the Illinois Department of Corrections reserves the right to terminate this contract without cause and without penalty of further payment.

1.1.11 The VENDOR shall indemnify and defend the AGENCY and hold the AGENCY harmless from any and all claims arising out of any omission or negligent or willful misconduct of the VENDOR with respect to the installation, operation, maintenance, servicing, or removal of the equipment installed pursuant to this agreement.

1.1.12 The AGENCY has the authority to grant to the VENDOR during the term of this AGREEMENT, the sole and exclusive right, and license to operate its cable/satellite television system and distribution facilities on the premises, including the exclusive right to construct, maintain, repair, replace and remove all necessary equipment and appurtenant devices. The timeframe to be fully operational must be included with the bid.

1.1.13 The AGENCY is not required to remove any outdoor antenna or other form of receiving antenna installed on the premises on the date of this AGREEMENT.

1.1.14 The AGENCY will allow the VENDOR employees to enter all common areas of the premises, while escorted, to meet security standards as required by the Illinois Department of Corrections, for the purposes of auditing or disconnecting service installing, maintaining, repairing, replacing, or removing equipment and apparatus connected with the provision of services as specified in the AGREEMENT.

1.1.15 The VENDOR shall provide twenty-four (24) hour emergency service for the maintenance of the equipment. Response time by the VENDOR will be not be greater than four (4) HOURS FOR A MAJOR SIGNAL DISRUPTION. Should there be a major service interruption, the AGENCY will inform the VENDOR of the same and the VENDOR will issue a service fee credit in the amount commensurate with the portion of the monthly service fee that service has been interrupted.

1.1.16 AGENCY agrees to permit authorized VENDOR, its agents, and employees, access for periodic inspections, maintenance, service, and repairs of wiring and equipment either inside or outside the place of attachment. Such inspections and repairs shall be made free of charge to AGENCY, unless necessitated due to AGENCY’S actions or inactions. Maintenance installation and repairs that are a result of above-mentioned Agency action or interactions are payable separately to vendor within (60) days of service.

1.1.17 Bid price shall include charges for Labor per Hour for regular time, Service Call Fee, parts and materials shall be billed at Vendor’s invoiced cost. All materials provided by the Vendor shall be new, unless otherwise stipulated, and compliant with applicable manufacturer's specifications. Replacement parts and other materials may be billed at Vendor's invoiced cost. The Vendor shall provide copies of material suppliers' invoices to verify costs.

1.1.18 VENDOR shall be liable for damage to property or injury to persons resulting from accidents caused directly by the negligence of the VENDOR in performance of failure of its obligations under this specification.

1.1.19 Any supplements, modifications or amendments to the AGREEMENT shall not be effective unless made in writing and signed by both the VENDOR and AGENCY.

1.1.20 Upon request of the facility, Contractor shall provide, remove and/or install any equipment, system controls, parts, and materials incidental to this contract. All equipment, system controls, parts and materials must be compatible with existing equipment at the facility, and must be of original manufacture or an approved equal.

1.1.21 In the event inmate benefit funds become unavailable, the Illinois Department of Corrections reserves the right to terminate this contract without cause and without penalty or further payment.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Supplies and/or Services.

|_| If checked, see the attached BidBuy Purchase Order for a Description of Supplies and/or Services.

1.2. MILESTONES AND DELIVERABLES: Establish a FOUR MONTH contract to supply cable/satellite television programming on the premises to include labor, material/parts, service of parts, training and upgrades necessary to establish a constant signal throughout Menard Correctional Center. The timeframe to be fully operational must be included with the bid.

1.3. VENDOR / STAFF SPECIFICATIONS:

1.3.7 Invoices shall be submitted to the Menard Correctional Center Business Office on a monthly basis. Invoice shall be itemized, showing dates of service, location of service, and type of service rendered. The Chief Engineer and the Voucher Clerk in the Business Office must reconcile and approve all invoices, monthly payments, etc. before processing payment for the Vendor.

1.3.8 Payment for services shall be made only from the Central Inmate Benefit Fund controlled by Menard Correctional Center. There will be no liability for payment of such amount on the part of the State of Illinois, Menard Correctional Center or any agent or employee of the Center.

1.3.9 All security rules at Menard Correctional Center will apply to employees of Vendor including vehicles, machinery, and hand tools. An Outside Contractor Booklet will be issued for all on-site Vendor employees to review and acknowledge receipt of prior to the start of the project.

1.3.10 The Contractor and their personnel, including volunteers, and sub-contractors shall be subject to a complete background investigation of the IDOC prior to the execution of this contract, before any personnel, volunteers or subcontractors begin to provide service for the IDOC post-execution of this contract, and at periodic times during this contract as determined by the Department pursuant to Administrative Directive 01.02.107.

1.3.11 The requestor shall complete in its entirety the appropriate Request for Background Investigation Information as determined by the Central Screening Unit. This request for information includes but is not limited to the disclosure of the name, date of birth and social security number of the Contractor and Contractor’s employees, volunteers, and sub-contractors to facilitate background checks of individuals before any service by that individual is rendered to the IDOC. IDOC shall provide the requestor with the appropriate background investigation packet for completion.

1.3.12 In addition, all contractual personnel may be required to undergo a urinalysis or blood test if there is reasonable suspicion to believe they are under the influence of or using alcohol, controlled substances including marijuana and shall be subject to random drug testing.

1.3.13 Employees and vehicles of Vendor will enter and exit through the Sally Port gate. (Vehicles are to be cleared prior to start of work.)

1.3.14 All work, as needed, will be performed on the premises of Menard Correctional Center. The Center will provide security measures for contractual personnel, commensurate with that provided for the Department of Corrections employees.

1.3.15 All tools will be listed on an inventory sheet by security staff when entering the facility Sally Port. Any additions or deletions must be reflected on the tool inventory. All tools must be accounted for at the end of each site visit.

1.3.16 VENDORs shall submit names, dates of birth and Social Security Numbers of all on-site Employees that will perform on-site services within five (5) working days after being awarded the contract for security background checks. Contractor or contractor’s employees must pass the security background check prior to being allowed on the premises.

1.3.17 All applicants for positions covered under this contract may be required to provide a urine sample as part of their background investigation. In addition, all Contractual Personnel who perform on-site services may be required to undergo a Urinalysis or Blood Test if there is reasonable suspicion to believe that they are under the influence or using controlled substances or marijuana. Any contractual personnel that do not pass the urinalysis and/or blood test will not be allowed on-site at the facility. Employees and vehicles of Contractor will enter and exit through Gate 1. (Vehicles are to be cleared prior to start of work.

1.4. TRANSPORTATION AND DELIVERY: Prices for equipment must be F.O.B destination with all transportation and handling included and paid by the Vendor.

1.5. SUBCONTRACTING

Subcontractors are not allowed.

For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the contract. If subcontractors will be utilized, Vendor must identify below the names and addresses of all subcontractors it will be entering into a contractual agreement that has an annual value of $50,000 or more 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 to the extent the information is known that each subcontractor is expected to receive pursuant to the Contract. Attach additional sheets as necessary.

1.5.1. Will subcontractors be utilized? |_| Yes |X| No

· Subcontractor Name: Click here to enter text Amount to be paid: Click here to enter text Address: Click here to enter text Description of work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to be paid: Click here to enter text Address: Click here to enter text Description of work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page

1.5.2. All contracts with the subcontractors identified above must include the Standard Certifications completed and signed by the subcontractor.

1.5.3. If the annual value of any the subcontracts is more than $50,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.5.4. If the subcontractor is registered in the Illinois Procurement Gateway (IPG) and the Vendor is using the subcontractor’s Standard Certifications or Financial Disclosures and Conflicts of Interest from the IPG, then the Vendor must also provide to the State a completed Forms B for the subcontractor.

1.5.5. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor will be required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered into prior to award of the Contract are done at the sole risk of the Vendor and subcontractor(s).

1.6. SUCCESSOR VENDOR

|_| Yes |X| No This contract is for services subject to 30 ILCS 500/25-80. Heating and air conditioning service contracts, plumbing service contracts, and electrical service contracts are not subject to this requirement. Non-service contracts, construction contracts, qualification based selection contracts, and professional and artistic services contracts are not subject to this requirement.

If yes is checked, then the Vendor certifies:

(i) that it shall 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 certification supersedes a response to certification 4, Form F, of the Illinois Procurement Gateway (IPG).

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

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

· Location where services will be performed: Menard Correctional Center Value of services performed at this location: 100%

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

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 estimated.

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 VENDOR’S PRICING:

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

2.4.2 Pricing shall be submitted in the following format: As per the line items in BidBuy.

· 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 Vendor’s Price for the Initial Term.

2.5 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $ without a formal amendment.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of four months. If a start date is not identified, the term shall commence upon the last dated signature of the Parties for a period of four months.

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 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: N/A

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

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

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

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

3.4.1. 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 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. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1 PAYMENT TERMS AND CONDITIONS:

4.1.1 Late Payment: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained on Vendor’s invoices shall have no force and effect.

4.1.2 Minority Contractor Initiative: Any Vendor 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 Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

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

4.1.4 Prevailing Wage: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (http://www.state.il.us/agency/idol/index.htm) 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 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 Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1 Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable Agency’s state tax exemption number and federal tax exemption information.

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

Send Payment 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 Vendor 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. 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 subcontractor certifications as shown on the Standard 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 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: Vendor 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 Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of: the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.5 TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning 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 thirty (30) days of the declaration.

4.8 CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of 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 Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to confidentiality provisions of this contract.

4.10 INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11 INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

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

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

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

4.16 APPLICABLE LAW:

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

4.16.2 EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 ILL. ADM. CODE 750.

4.16.3 COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. 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 Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest in and to the claim or cause of action.

4.18 CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

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

4.20 NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21 MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

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

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

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

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

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

EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

5. SUPPLEMENTAL PROVISIONS

5.1. STATE SUPPLEMENTAL PROVISIONS

|_| Agency 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 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.

|X| Other (describe) COVID-19 PROTECTIONS In response to the COVID-19 pandemic, Governor J.B. Pritzker issued Executive Order 2021-22 and 2021-23. These Executive Orders mandate certain contractors shall use face coverings, have COVID-19 vaccinations, or undergo testing for COVID-19 when in indoor public places, Health Care Facilities,…