1. 10:00 - cook county, illinoiscontract no. 1525-15012 instruciions to bidders else biddeiqeef...

BIDDER: Taza Supplies DBA of Tiles in Stifle, LL(;

COOK COUNTY GOVERNMENTOtl tz: of the Chief Procurement Omcer

CONTRACT FOR SUPPLY

DOCUMENT NO. 1525-15012

ImCHEN SUPPLIES

JUVENILE TEMPORARY DETENTION CENTER

APPROVEO 8YTHE BOARD OFGOOK COOIIIT COMMISSIONERS

JUL 1 3 2016

\

BIDS TO BEEXECUTED IN TRIPLICATEBID OPENING WILL BE ON'FRIDAY. APRIL 1.2016 AT 10:00AM CENTRALSTANDARD TIMELATE BIDSWILL NOT BE CONSIDEREDDEUVER BIDS TO 118N. CLARK ST.,ROOM 1018, CHICAGO, IL 60602

Questions fegardlng this Bid should be directed To: HERMINE WISE (312) 6034850EMAIL: HERIIENE.WISEtfhfXXIKCOUNTYIL'.GQV .,

Toni PreckwinMeCook County Board President

Shannon E.AndrewsChief Procurement Officer

CONTRACT NO. 1525-15012

TABLE OF CONTENTS

Insawgons to Bidders .. IB-1General Conditions .

Special CondiTions ..

Specitcslions .

Sas hspecbon Cerificate „

SC-1

SI-1

Exhitxt I:

Exhht g

Exhibit gl

Identt/Ication of Subcontractor/Supplier/Subconsultant Form

Beceonlc Payables lhogram Form

Pre/arencs for Veteran's Business Enterprise and Serviced Veteran's Business EnterpriseForm

Veteran's Workplace Pratbrence Public Works Contracts Form

Ilgnority-Owned Business Enterprise snd Women-Owned Business Enterprise Utilization Plan

Economic Disclosure Statement Forms, /nduding Contract and EDS S/gnatum Pages

$2015


INSTRUCTIONS TO BIDDERSBID CONIRACTS

M2EX

Secaen Subiect

IB-01 DEFINITIONS

IB42 PREPARAllON OF EDS AND EXECUTION DOCUMENT

IB43SITE INSPECTION CFRTIFICATE

1844 BID DEPOSIT

IB45 EXCEPTIONS AND ADDENDUM

—IB48 BIDDER-REPRESENTATIONS-AND WARRANTIES

IB07SUBMISSION OF BID PROPOSALS

1848 BID PROPOSALS TO CONFORIIII TO BID DOCUMENTS

IB49 COMPETENCY OF BIDDER

IB-10LOCAL BUSINESS PREFERENCE

IB-11 RE-ENTRY EMPLOYMENT EARNED CREDITS

IB-12ELIGIBLE VETERANS BID PREFERENCE FOR PUBLIC WORKS CONTRACT

IB-13ELIGIBLE BID PREFERENCE FOR VBEs and SDVBEs

IB-I4 PUBLIC WORKS

IB-15CONSIDERATION OF BID PROPOSALS

18-18WITHDRAWAl OF BID PROPOSALS


IB-17 NOTICE OF AWARD.

IB-18BID DISPUTES

IB-19PERFORMANCE AND PAYMENT BOND

IB-20 PRICES FIRM ..IB-21 CASH BILLING DISCOUNTS

IB-22 CATALOGS

IB-23 AUTHORIZED DEALER/DISTRIBUTOR

IB-24 TRADE NAMES

IB-25 SAMPLES

IB-25 NOTICES

IB-27 COMPLIANCE WITH LAWS - PUBLIC CONTRACTS

IB-2$ COOPERATION WITH INSPECTOR GENERAL

IB-29 CREDIT CARD PAYMENTS

IB-30MINORITY AND WOMEN OWNED BUSINESS ENTERPRISE ORDINANCE

IB41 COOK COUNTY RECYCLED PRODUCT PROCUREMENT POLICY

IB-32 ESTIMATED QUANTITIES

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INSTRUCTIONS TO BIDDERS

CONTRACT NO. 1525-1Stt I2

DEFINIIIO5M

A, BIDDER shag mean any Person who submits s igd.

B. BID COVER PAGE shall mean the general description of the required services, goods, equipment orsupplies, the contact informagon of the assigned Contract Negotiator or Specification Engineer in the Oflice ofthe Chief Procurement Officer, and shall include the date, time and place for both the submission of BidProposals and the opening of the Bid Proposals.

C. BID or BID PROPOSAL shag mean s response to the Bld Notice containing a5 Bid Documents and sny otherdocuments or information ths Sddsr is required to provide.

BID DOCU5%NTS means the documents, specificagons, tonne and other information necessary snd requiredfora Sid.

K BID NOYICE means the nMicefrom the CPO regarding a Procurementwhich shall indude: a generaldescription of ths Procuremsnl; information necessary to obtain ths Bid Documents; and the date, time endplace for both the submission of Sds and the opening of the Bids.

F. CONTRACT shag mean any wrigen document to make Procuremenis by or on behalf of Cook County.

G, CONTRACT DOCUMENTS shag mean cogecdvsly the Bid Cover Page, legal sdvergsemsnt, Bid Notte, BidDocuments, tgd, Economic Dbchsum Statement, MBEtWBE Ut5izagon Plan and any other document requimdby the Chief Procurement Ofgcer. Ths above documents shall bs considered as ons integrated documentsetcng forgt the obligations ofgm parbes.

H. CONTRACTOR shall mean gre Person ihst entam into a Contract with the County.

L COUNTY shag mean the County of Cook, a body politic snd corporate of the State oflSnois.

DIRECTOR shagmean ths parson or persons authorized by the County to act in connecgon with this Contract.Such authorization shall not indude any power to change the scope ef the Contract or to obligate the County topay addiyonal sums beyond the amount of the Contract awarded by the Cook County Board of Commissionersor the Chief Pmcurement Ogicer.

K CHIEF PROCUREMENT OFFICER or CPO shag mean the Chief Procurement OfFicer of the County of Cookwhose duties and rssponsibi55es sre mors pardcularly described in the Cook County Procurement Code,Chapter 34, Arbde IV, Divisi'on I.

L OCPO shall mean the Ogice of the Chief Procumment Oflicer of Cook County

M, PERSON shag mean sny individueli corporation, partnership„Joint Venture, trust sssodayon, Umitsd LisbigtyCompany, sots pmprlatorshlp or legal entity.

K PROCUREMENT shay mean obtaining supplies, equipment, goods or services of any kind.

SPECIFICATIONS shall mean the description of the services, work, goods, equipment, personnel, volume anduse ststisfics and ag requirements for the scope of work set forth in the Contract Documents.

USING AGENCY shall mean the departments or agencies within Cook County government including electedotgcials.



PREPARAllON OF EDS AND EXECUTION DOClBIENTThe Bidder shall prepare one (1)copy of its Bid Pmposal on the proposal forms within the Contract Documentsend three (5) Economic Dlsdosure SIatement snd Execution Documents ("EDS"),atl wNh odiginal Signatures.Unless otherwise stated, ag blank spaces on the proposal fonna shag be fully completed. Bidder bears agrssponsibilty krr error or omissktns in gte submission of the Bid Proposal. Bid Pmposekt snd EDS which amnot properly signed msy be rejected.

B, If the Bidder is a corporation, the President and Secretary must execute the EDS. In the event that this BidProposal N executed by someone other than the Pmsident, attach hweto s certified copy of that section of theCorporale Sy~, resolution or other euthorlzagonby the Corporalion, satisfactory to the County that permitsthe person to execute Bid Proposal for said corpomtion. If the corporation ls not incorporated in the State ofillinois, a copy of the Certificate of Good Standing from the state of ecorpcraticn must be submitted with 1heEDS.

If the Bidder is a partnership or joint venture, all parlneis or joint vsntumrs must execute the EOS, unlese onepartner or joint venture has been authorized to sign for the partnership or joint venture, in which case, thepartnership agmement, resolugcn or evidence of such authority, sshsfectory to the County, must be submitted. Ifths Bidder is e joint venture, aaach s copy of the joint venture agreemenL

D. If the Bidder is a member-managed LLC all members must execute fne EDS, unless otherwise provided in theoperating agreement, resolufion or other corporate documents. If the Bidder is a manager-managed LLC, themanager(s} must execute the Bid PropossL The Bidder must attach either s csrtlfkrd copy of ths cpsrabngagreement, resolution or other authorization, 'sagsfactory to the County, demonstrating such person has thsauthority to execute the EDS on behalf of the LLC. If the LLC is not mglstered In the State of ggnois, a copy

——of-a current Certificate of Goodgtanding fromgx. state-of incorporalion must be submrged withAhe EDS.

E if the Bidder is a Sole Propnekxship, the sole proprielor must execute.gte EDS.

F A "PatneathB" "Jclntvantuia" or'Bale Propdakxshjp" operstingundsranAssumed Name must be rsglstamd wxhths gllnois county in which it ls Nested, as provided in 805 ILCS 405 (2012) and documentagon evidencingreglsketion must be submitted wgh the EDS.

QQ SITE INSFBCllON CERTIFICATEThe Bidder shall inspect tha jcbwite to become familiar wgh the, conditions related.to the work m services end therequksmants set forth in the Bid Documents. Fagure of the Bidder to visit the Sge shell not relieve or alter the Blddeibresponsibility for compiafing the work or services as required by the Contract Documents.

When required as mandatory in the Conbact Documents, the Bidder shall visit the job-site and shall carefully examineend become fsrnilhtr with ag conditions which msy in sny way stlsct the performance of the Connect and shall submitcertBcation of such inspection along with the Bid Proposal. The dates and condigons of the sits inspection sredetermined by the County. If the Contract Documents provide gist Inspection of the site is mandatory, a Blddsfs failure tcattend ag of the requked site inspecgons shall render the Bid Proposal non-responsive.

BID DEPOSITWhen required in ths Contract Documerds, the Bid Proposal shag bs accompanied by, cashiers check, csrbTisd check,bank draft or surety bond In the amount shown In ths legal advertisement or as may be prescribed in these ContractDocuments. A cerIBsd or cashier's check shall be drawn on a responsible bank doing business in the United States andshag be made payable to the order of the County of Cook. The surety issuing the bond must have a general rating of"A",and shall be a (Xsss Vg or higher in the gnancial size category as defined by Best Company Inc., Moody's InveskxSeniices, Standout 8 Poofs Corporatiqn or similar rating agency. The surety must be licensed by the State of minoisDepartment of insurance and be listed in the current U.S.Treasury Circular 570 when federal funds are being used.Fagum to submit the bM deposit shag~s non-responsive Bid proposal and such Bid proposal shag bs rejected.


INSTRUCIIONS TO BIDDERS

ELSE BID DEIqEEf kwn'tlThe Bidder hereby agrees that the bid deposit shell be forfeited to the County as liquidated damages and not ss penaltyin the event Bidder fails to comply with IB-15 and IB-17, or otheiwiss fails or refuses to honor the Bid Proposal uponaward of the Contract by the County,

the bid deposit of sg bidders will be returned, with the exception of the apparent lowest rssponiive snd responsibleBidder, after the County has awarded gra Contract. The bid deposit of the lowest responsive and responsible Bidder wEbe returned after the Contract has been swarded and the Bidder has submitled all insurance documentation and thePerformance snd Payment Bond, es rsquked by ths Contract Documents.

IQ45 EXCEPllONS AND ADDEIEEEEThe County will not pmvids oral answers to questions concerning Bid Documents before or subsequent to the award ofa Contract. If an i larprstation or dariTicagon of the Bid Document is desired by the Bidder or if the Bidder intends torequest a deviation to the Specifications, the Bidder shall submit questions or request for the deviation to theSpecdtcations to the Chief Procurement Officer prior to gwr data-for inquiries set forth in ths Special.Conditions. TheChief Pmcunimsnt Ogicer will answer questions or requests for deviations to the Specifications by issuing an Addendumwhich shall be svageble to ell Bidders submitting s Bid Proposal. If no Addendum is issued by the Chief ProcurementOBcer, then such dsvbrbon or exes pfion to the Specificagon shall be deemed rejected. The Chief Procurement OflicershaN reject any Sid containing deviations or exceptions to the Specifications not previously accepted through a wriSenAddendum. Bidder shall acknowledge receipt of each Addendum issued in the space provided on the proposal formThs Bidder's failure to acknowledge in wrlgng sny issued addenda may msult in gw CPQ Snding the Bid non-nssponsivsand rejeogng the Bid. The OCPO shall not allow any Bidder to acknowledge any such addenda, in writing or orally, atterthe lgd Opening.

Ag written requests for clarifications, deviations or sxcepbons shall be addmssed to the Specification Engineer orConbact Negotiator Sriad on the Bid Cover Page:

If the apparent lowest Sddsr takes excspgons or deviations to the General Conditions, which are submitted with the BN,ths CPO shall reject the Bid ss non-responsive In ths event that the Chief Procurement Officer, in his or her sole opinion,determines such excspgons or deviations Io be material.

BIDDER REPRESENTATIONS AND SIARRANTIESThe submission of a Bid shall constitute a representation and warranty that (i) Bidder has camfully and thoroughlyreviewed the Contract Documents snd has found them complete and fms fren ambiguities and suflicient to describs thsrequired goods, squipnwnt, supplies or servlpqa; (li) Bidder and sll laborers, employees or subconbtrectors It intends touse in the performance of this Contract are skilled and experienced in the type of work or senrices called for by thsContract Documents; and (iii) neither Ihs Bidder nor any of ila employees, agents, suppliers or subcontractors haverelied on any verbal representations from ths County, or any of the County's employees, agents, or consultants, inpreparing the Bid.

55gf SUBEEENDNOF BID PROPOSALSAg Bidders shall submit the bound copy of the Bid in a sealed envelope snd shall cause the Bid to be delivered to TheOgice of the Chief Pmcursment Officer, Room 1018,'County Building, 118Norlh Clark Street, Chicago, glinois 60602 byths date and hour for the Bid Opening as shown In ths Bid. The sealed envelope submitted by the Bidder shall have theBid label, set forth herein, or shall have the following informsdon on the face of the envelope: Bidder's name, address,subject malter of Sid, M or Contract number, advertised dsae of Bid Opening and the hour designated for Bid Openingas shown in the Conbact Documents.

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BID PROPOSALS TO CONFORM TO BID D ClNIENTSThe County will not entertain or consider any Bids: (if received after the exact time spscifwd in the Sid; (0) not

Sd.accompanied by the mquired bid deposfi; or (iii) in sny other way failing to comply fully with the conditions stated 'n thin e

Efigg COMPEIENCY OF BIDDERNo Contract shafibe awarded to s Bidder that is in arrears or is in default to the County upon any debt or Contract, orthat is a defaulter, ss surety or othwwiss upon sny obfigstion to said County, or has failed to perform faithfully enyprevious contract with fire County.

LOCAL BUSBKSSPREFERENCEThe Chief Procurement Officer shell, for afi Procuremsnts funded solely with County dollars by competitive sealedbidding, accept the lowest bid price or lowest evaluated bid price from a responsive or responsible local business,provided that ths stddoss not exceed ths lowest bid prics or lowest evaluated bid price 'frcin a responslvb andresponsible non Joust business by more than five percent (5%L

"Local business" chal mean a Person, induding a foreign corporation authorized to transact business in filinois, having abona fide establishment located within the County at which it is transacfing business on the date when a Bid issubmitted to the County, snd which employs the majority of its regular, fufi4lme work force within the County. A JointVenture shall consfilule a Local Business if one or more Pomona that qualify ss s "Local Business" hold interests total lngover 50 percent In lhe Joint Venture, even if the Joint Venture does not, et the time of the Bid submittal, have such abona fide establishment within ths County.

~11 REENTRY EMPLOVEIENT EARNED CREDITSIn accordance with Secbon 34231 thmugh Section 34-235 of the Cook County Procursmsnt Code, for all Public Workscontracts, with sn esfimated Bid Price cf$100 000 or mom, fiw Bidder shsfi be permitted but is not required, to submitan employment plan of Former Offsndem with its Bid Proposal In order to receive sn earned credit for future PubficWmks Contracts. The Employment Plan shail be approved by the CPO and, if required, the Cook County Re-entryEmployment CommEes. Upon the compk@pn of a q alifying contract and the Bidder presenting ruNsfsctory infonnafionand documentation Io the CPO, the CPO.shafi provide the Bidder with an Earned Credit Cerfificsm, which shall be validfor thme years from the date of issuance. The Bidder shall receive an earned credit of %% of the Bid Price for futumPubhc Works Conkacw, if 5-10% of the percentage of Total Labor Hours we performed by Fwmer Offenders, and anearned cmdit of 1%of Ihe Bid Price fcr future Public Works Contracts, If ths mom than 10%of ths percentage of TotalLabor Hours sre peNened by. Former Olfsnders. For purposes of this provision, "Former Ofi'endsrs" shall mean adufiswho are residents of the County and who lwve,been convided of a crime. "Labor hours" shell mean the total hours ofworksm receiving an hourly Wage who ma directly ernpkxyert at the work sile. It shall include hours performed byworkers employed by Ihe contractor and afi subcontractors working at the site. "Labor hours" shsfi not include hoursworked by nonworking former, superintendents, owners and workers who are not subject to prevaifing wagemqulwllsntL

ty2015



IB12 ELIGIBLEVETERANS BIO PREFERENCE FOR PUBLIC WORKS CONTRACTIn accordance with Sedion 34-236 (a) of the Cook County Procurement Code, for all Public Works Contracts, the CPOshall give a prsfsmnce of ons psmsnt cfgw amount of Ihe Contract to s Responsible and Responsive Bidder for apublh Works Contract when such Bidder has committed by sEdevit to utilize Eligible Veterans for al least five percent ofthe hours worked under such Contract Failure to utilize Eligible Veterans In accordance with the sBdsvit will result inbreach of Contract,

gag EUGIBLE BIO PREFERENCE FOR VBEs snd SDVBEs

In accordance with Season 34235 (b) of the Cook County Procurement Cade, the CPQ shall give s preference cf fivepercent of ths amount of the Contract to a Responsible and Responsive Veteran awned Business Enterprises ('VBEs")cr Service Disabled Veteran owned Buiiness Enterprises ('SDVBE) cenged by lhe Contract Comp(ance DirectorPCC(y'), or by any rriher entity approved by the CCD.

PUBLIC WORKSFor sll Public Works Projects, ths Bidder shall comply with Section 34-190 of the Cook County Procurement Code,which requires that Public Works Contracts having an estimated contract price of $100,000 or more, where nototherwise prohibited by Federal or Sbrie law, shall have st least 50 percent of the total hours worked on the site byemployees of the Consactor and subcontractors shall be performed by residents of the County.

AH Bkt Proposals for Public Works Ccnskuct(on shall be evaluated to determine, whether the Bidder is responNrble, inaccordance with Secgon 34-145 of the Cook County Procurement Cods. In accordance with Secgon 34-145 the CPOshag determine whether the Bldd r i)is authorized to-dotxrsiness in lllinrris and the County;-(ii) hss —,as-applicable, aFederal Employer Idenhfication Number or Socijtl Security; (iii) meets any applicable insurance requirements in gre BidDocument; (iv) has certified that it is in compliance with all pnwisions of the IEnois Prevailing Wage Act, and State andFederal equal s npkryment opportuNtty laws; (v) has cergfied that it pariiapatss in active sppnmgceship snd trainingprograms approved and registemd wkh the United States Department of Labor Bureau of Apprengceshlp and Trainingfor each of the tmdes of work contemplated under tlie awarded Contract; (vi) cwlmctually mquires any subcontractor tcparticipate in acgvs apprenticeship and training programs approved and~with the Uniled States Depsrbnent rriLabor Bureau of Apprerriiceship and Training for each of the trades of work contemplated under the awarded Centred;and (w'i) has agreed to provide Cerilffed payrolls as specEed in the illinois Pmvsyrrng Wage Act

CONSIDERATION OF griO PROPOSALSThe County reserves the right to reject or accept any or all Bid Proposals, Io extend the bidding period, to waivetechnicalities in the Bid and/or to withdraw or cancel the Bid cr to issue a new Bid, i.e., "rebid" prior to sward of theConkact

Aiterr Bid Proposals sre opened and read aloud, they wig be evaluated based on the price, conformance withSpecfficstions, the responsibility of the various Bidders taking into consideration factors intriudlng, but not limited to,those noted in IB4)9, IB 10and respomriveness to the County'4 Minority and Female Owned Business Ordinance.

The Chief Procurement Officer reserves the right to make corrections, afler mceiving the Bids, to any clerical errorapparent on the face of the Bid, including but not limited to obviously inconwct units or misplaced decimal poinls, orarBvnetic errors. In the event that comparison cf the Bidder's "Unit Price" and "Tokri Price" submitted for any line itemsnwsab a csbulstion enor, the Unit Price wS prevail.

The Chief Procurement Off)cer reserves the right to reject sny Bid that, in his or her discretion and authority is deemedmalsrislly unbalanced.

IB5 60015



8545 WITHDRAWAL OF BID PROPOSALSBidders may withdraw their Bid Proposals at any time prior to the time spsciTisd in the Bid ss the date and hour set forthe Bid Opening. However, no Bidder shall withdraw, cancel or modify its Bid Proposal for a pediod of ninety (90)calender days alter said advertised Bid Opening.

E54T NOTICE OF AWARDThe Chief Procurement Oflicer shall nofify the successful Sdder, in wditing, of award of the Conkact by the County virithinninety (80) days frcm the Bid Opening date. Upon receipt of the Notice of Award, the Contractor shall promptly secure,execute and deliver to fite Chief Procuramsm Oflicer any documents mquired herein.

IM8 BID DBPUTESSection 34-136 of the Cook County Procumment Code permits Bidders to file protests. Any Bidder who reasonablybelieves that the recommended Bidder is not the lowest Responsive and Responsible Bidder, or has a complaint aboutthe bid process,.may submit a bid protest; in writing, and directed te the CPG, within three business days after the dateupon which the CPO Posts the mcommsnded Bid for sward or execution on the County's websile. The bid pmtsst mustspecNy why the protester believes the recommended Bidder is not the lowest Responsive and Responsible Bidder, orwhy the protestor believes the bid procedure was unfair, including s statement of how the alleged unfairness prejudicedthe protesting Bidder and the action requested of the CPO. A bid protesl based on an issue which could have beendariTied through a request for clarification or information puratmnt to Section 34-136(d), and IB-05, Communications wfihthe County regaiding competitive bidding process, will not be consldenid il the protesting Bidder failed to make suchrequest. When a bid protest has been submitted, no furthbr action sliag be taken on the Procurement until the CPOmakes a decision concerning ths bid protest, unless the Using Agency responds in wrgng snd suificienfiy demonskatwi

-that (I) the item to be procured is urgently required and (ii) failure to make the award promptly wlfi unduly delay defnrsiyor performance or cause other undue haan.

The CPO shall issue a written decision on the bid protest to ths protesting Bidder and to sny other Bidder affected bysuch decision ss soon as reasonably prackcabls. If the bid protest is upheld based on a lack of fairness in the bidprocedure, ths CPO shall re4iid the procurement. If the CPO determines 51st the recommended Bidder was notResponsive snd Responsible, that Bidder shall be disqualified snd the CPO may either recommend the lowestResponsive and Responsible Bidder or re4rid. Any CPO deckrion concerning bid protests shall be final.

PERFORSSANCE AND PAYIEENT BONOWhen required in Bkl Documents, the successfiil Bidder shall furnish a Perfonnance and Payment Bond In the tullamount of ths Contract on the County Form, a specimen of which shafi be provided. The Surety issuing thePerfonnance and Payment Bond must hays a general rating, of "A"end shall be a Class Vll or higher in the financial sizecategory as defined by Best's Hey Ratirqi Guide-Property and Csfiuslty, or have such ratings as specified in the ConkactDocumellls.

In the event that the Bidder fails tq famish ths Performance and Payment Sond within fourteen (14)calendar days afisrservice of the Notice of Award, the County may elect to retaiq Bidder's bid deposit. as liquidated damages and not as apenally and reject the Btd. The parties agme that the sum of the bid deposit is a fair estimate of the amount of damagesthat the County will sustain due to the Bidder's failure to furnish the Performance and Payment Bond and the terminafionof ihe Contract.

PRICES FEBfiAfi prices quoted in the Bid proposal shall be firm end will not be subject to increase during the tenn of ths Contract,evospt ss otherwise pnwided in these Conkact Documents.

jjEE( CASH BILUNB DISCOUNTSCash bging or pen»riage discounts for payment will not be considered in evsluafing Bid Pmposals.

IBS



CATALOGS

Each Bidder shall submit in TRIPLICATE. where necessary or when requested catalogs, descriptive literature, anddetailed drawings, fully detailing features. designs, construction, appointment snd finishes not covered in theSpedficstions but necessary to fully describe the goods, equipment, supplies or services.

AUTHORIZED DEALER/DISTIEBUTORFor goods, equipment and supplies, fite Bidder must bs one cf the fofiowing: (i) the msnufarriureq (ii) an authorizeddeakrr/distributor; or (iii) able to promptly secure the necessary genuine parle, assemblies snd/or accessories 88suppfied by the origkrsi equipment manufacturer (0 E M ), along with any necessary schematics or drawings to fuHB thecontractual obligations. Wfih respect to the purchase of vehides, or services related to vshldes, the Spedficatlons orSPrurisl Conditions may require that the Bidder be sn suthorixsd dealershiP of the msnufactwsr. The Bidder must beatrie to furnish original product warranty snd manufactureris related services such as product infcrmafion, product re-cafinotices, etc. Proof cf ability to transfer pmduct warranty to ths County is to be submitted with the Bid Proposal.

TRADE NAMES

In cases where an iten@ identged by a manufacturer's name, brand name, sade name, catalog number, cr reference,it is understood that the Bidder proposes to furnish the item identified and does not propose to furnish an alternate butequivalent item, unkws the Bidder has proposed and the County has accepted the alternate but equivalent item.

Unless the Bid states that no substifiute shafi be allowed, the reference to a manufacturer's name, brand name, tradename, catalog number, or reference is intended to be descriptive and not rsstrkfivs and tc led@ate to prospectiveBidders arficles that shall be satisfactory. Bid Proposals for other manufacturer names, brand names, trade names,

~cakrio numbers or references shafi be considered, provMecLeach Bidder stasis on the face-of the-Bid Proposal what ——

afiemah, but equivalent items are being proposed.

If the Bidder proposes afismate, but equivalent, items, the B(dder must provide the following: (i) product identiTica6on,inckrding manufactureris name and addmss; (ii) manufacture'' literature idensyying the product dsscripficn, nrisrencsstandards and perfonnance and test data; 65) samples, as appficabls; and (iv) itemized comparisons of the proposedalternate items Hating significant variafions. If a Bidder proposes alternate Items, it warrants and represents that inmaking s formal request for subsNution that (i) the proposed r(ltsmate item is equivalent to or superior in afi respeds tothe item specified in the Bid; and (ii) that the same warrsnfies and guarantees wifi be provided for the proposed alternateitems as those speciTied in the Bid. The CPO msy, in his or her sots discrefion accept sn sltemale item for a specifiedItem, provided the afismate items so bid is, in ths CPO's srrie opinion the equivskmt of the item specified In ths Bid. Anafismate Item that the CPO determines not lo be equivalent to the spscified item shsfi render ths bid norvresponsiveend the CPO shall rs(erri the Bid.

~LS SAMP(BSBidders may be asked upon request of the Chief Procurement Officer, induding subsequent to ths Bid Opening, tofurnish snd deliver s representative sample sufficient tc elferriively evaluate each item Hated in ths Bid Proposal. AHsamples must be delivered F.O.B.DESllNATION, FREIGHT PREPAID to an identified delivery location within five (5)business days of the request. samples submitted must be identical to those specified In the Bid Proposal. submissioncf other than the sairfiries rsfiected in ths Bid Proposal or failure to furnish samples within the requked time period shallbe cause for rejection of the Bid proposal. AH samples are subject to mutilation and will not be returned. Bidders shaHbear fire cost of any sairqries and shipping or delivery ccats.rshried tlwreto.

RR 5RKR!AH communicefions snd notices between the County and Bidders regarding the Bid Documents shall be in writing sndhand delivered or defivered via first doss Uniled States mail„postage prepaid, or via e-mail. Notices to the Bidders shallbe addressed to the name and address provided by the Bidders; notices to the Chief Procurement Officer shafi beaddmssed to Room 1016,County Building, 118North Clark Skeet, Chicago, Hknois 60602.

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g4V CONIPLIANCE WITH LAWS -PUBLIC CONTRACTSThis is a competEve Sd of Cook County government subject to laws and wdinances governing public bids endcontracts. The Bidder shag at ag times observe and comply with ag laws, ordinances, rsguisqons and codes of theFederal, State, County and other local government agencies which msy In any manner effect the preparation of the BidProposal or the perfonnance of the Contract. If the Bidder observes that any of the Bid Oocumerds are st variance withany laws, ordinances, regulations or codes, it shall promptly notify the Chief Procurement Ofhcer in writing and ifnecessary an addendum shall be issued by the Chief Procumment Oificer.

Qg COOPERATION WITH INSPECTOR GENERALPersons or businesses seeking Counly contracts ere required tc abide by ag of the applicable provisions of the OEoe ofthe Independent Insperzor General Ordinance (Section 2-281 et. seq. of the Cook County Code of Ordinances). Faikrreto cooperate as requiredmay result in monetary andior other penaEes.

I5L za GREDII-CARO PAYMENTSThe County has Impkrmented a Prompt Payment Program (the "E-Psychics Program" ). Biddem who voluntarilypargcipata in the Program wgl receive prompt payments via the County's Visa Purchasing Card. In order toparticipate in the Program, Bidders must submit the E=Payables Enrollment Form to the Cook County Comptroger'sOflice. A description of the Program is a5achsd for informaaonai purposes. Notwithstanding the foregoing, the Countyhas no duty or obygstion to process prompt payments to Bidders. The County reserves its right to discontinue theProgram at any time. The County will not provide e bid incentive or prsfemncs to Bidders who partidpate in thePmgram.

MINORITY AND WONIEN OWNED BUSINESS EMfERPRISE ORO55ANCECook County has adopted the Minority sndiWomen Owned Business Enteqnise Ordinance (the 'ordinance").Onlinance establishes annual partirdpagon goals for, Minorky and Women OWned Business Enterprises.mquirsments of the Ordinance, as well as the documents the Bidder.must submit are sat forth in GC.19.Biddeys Iagure to submit the MBE(WBE )I55zstlon Plan, ss more fully dsscribsd In GC-1 9 shag render the Bidresponsive.

TheThe

The

gM COOK COUNIY RECYCLED PRODUCT PROCIEWMENT POLICYCook County hss adopted the Cook County Recyded Product Procurement Policy. In accordance with the Policy,Cook County encoumges the use of racyded paper and paper products, whenever, practicable. The Bidder shall userecyded paper, except where the spetfallzed.nature of certain materials (such ss photographs) requires otherwise,snd ay documents shall be printed tw~ided unless tweeided printing is not practicable.

ESTIMATED DUANITDESUnless expressly smted in the Spscklcagons, Special Condigons, or Proposal page(s) sny quanbges stated in this Bidrepresent estimated usage end as such ars for bid canvassing purposes only. Ths County reserves the dght toincrease or decrease quantities ordered. Nothing herein wiNbe construed as.an intent or obligation on the part of theCounty to purchase sny goods, equipment, supplies or services beyond those determined by the County to benecessary to meet ks needs.

END OF SECTION

CONTRACT NO. 15012

GENERAL CONDITIONS

BID CONTRACTSha

Sec6on Sebiect

GC41 SUBCONTRACTING OR ASSIGNMENT OF CONTRACT OR CONTRACT FUNDS .....

GC-02 INDEMNIFICATION .

GC-03 INSPECllON AND RESPONSIBILITY .

GC44 PAYMENT TO CONTRACTORS AND SUBCONTRACTORS,.

GC4I5 PREPAID FEES ..

GC-06 TAXES .

GC-07 PRICE REDUCTION...

GC-08 CONTRACTOR-GREDITS .........

GC09 DISPUTES

GC-10 CONTRACT AMENDMENTS.

GC-11 DEFAULT...

GC-12 COUNTY'S REMEDIES .

GC-13 CONTRACTOR'S REMEDIES.

GC-14 DELAYS ..

GC-15 INSURANCE REQUIREMENTS

GC-16 PATENTS, COPYRIGHTS AND.LICENSES:

GC-17 COMPLIANCE WITH LAWS .

GC-18 DELIVERY

GC-19 MINORITYAND WOMEN BUSINESS ENTERPRISES...

GC-20 MATERIAL DATA SAFETY SHEET .

GC-21 CONDUCT OF THE CONTRACTOR...

GC-22 ACCIDENT REPORTS...

CONTRACT NO. 15012

GC-23 USE OF PREMISES

GC-24 GENERAL NOTICE

G~S TERMINATION FOR CONVENIENCE... . 12

GC-26 GUARANTEES AND WARRANTIES . .12

GC-27 STANDARD OF CONTRACT GOODS, EQUIPMENT OR SUPPUES ..... ....1 2

GAS CONFIDENTIALITY AND OWNERSHIP OF DOCUMENTS .. .12

GC-29 QUANTITIES...

GC-30 AUDIT; EXAMINATION OF RECORDS .

. 13

. 13

GC-31 GOVERNING LAW ....GC-32 COOPERATION WITH INSPECTOR GENERAL

. 'I3

13

GC-33 WAIVER ..

GC64 ENTIRE CONTRACT .

.13

14

GC-35 FORCE MAJEURE .. .14

GC36 GOVERNMENTAL JOINT PURCHASING AGREEMENT

GC-37 COMPARABLE GOVERNMENT PROCUREMENT..

GC-38 FEDERAL CLAUSES...

GC-39 CONTRACT INTERPRETATION ..

. 14

. 22

CONTRACT NO.1525-1 5012

GENERAL CONDITIONS

GOD SUBCONTRACTING OR ASSIGNMENT OF CONTRACT OR CONTRACT FUNDSOnce awarded, thkt Contract shag not be subcontracted or any part thereof assigned without the express writtenapproval of ths County Chief Procurement O/Neer ("Chief Procurement Officer"). In no case, however, shall suchapproval relieve the Contractor from his obggations or change the terms of the Contract; The Contractor shall nottransfer cr assign any Contract funds or daims due or to become due without the advance written approval of the ChiefProcurement Officer. The unauthorized subcontracting or assignment of the Contract, in whole or in part, or theunauthorized transfer or assignment of any Contract funds, either in whole or in part, or any internet therein, which shallbe due or are to become due the Contra@or shall have no elfect on the County and are null snd void.

The Contractor shaN ident(5 any and ag contractors snd subcontrsotors it intends to use in the performance of theCoresct by ccmplrakrg the IdenUUcsUon of Subcontractor/SuppHer/SubconsuNant Form ("ISF").AN such persons shaN besubject to the prior approval of the County. The Contractor will only subcontract with competent and responsibleSubcontractors. The Chief Procurement Officer may require in his or her sole discretion, that the Contractor providecopies of ag contmcs with subcontractom.

The Contractor and ils employees, contractors, subcontractors, agents and representatives sre, for ag purposes arisingout of this Contract, independent contractors and are not employees of the County. It is expressly understood andagreed that the Contractor snd its employees, contractors, subcontractors, agents and representabves shall in no eventas a result of a contract be entitled to any benefit to which County employees am entitled, induding, but not limited to,overgme, retirement benefits, worker's compensation beneBa and injury leave or other leave beneBs.

GC40 INDEMNIRCATIONThe Contractor covenant@and a ress to indemnify and save harmless the County and its commissioners, oflicials,—employees, agents and representatives, and their respecgve heirs, successors end assigns, from and against anyand ag costs, expenses, attorney's fees, losses, damages and liabijities lncuned or suffered direcgy or indirectiy from orattributable to any daims arising out of or incident to the performance or nonperformance of the Contract by theContractor, or the acts or omissions of the o/Hears, agents, employees, contractors, subcontractors, licensees orinvitees of the Contractor. The Contractor expressly qnderstands and agrees that any Performance Bond orinsurance protection required of the Contractor, or otherwise provided by the Contractor, shall in no wsy limit theresponsibility to indemnify the County as hereinabpve provided.

GCuB INSPECTION AND RESPONSIBILITYThe County shall have a right to Inspect and approve.,any Con)rect goods, equipment, supplies or services used incanying out this Contract and shall eppmve the qusgty and sta/tdards of sN mtttarials or completed work furnished underthis Contract. Contract goods, equipment, supplies or services not complying herewith may be rejected by the ChiefProcurement OBicer snd/or the Director and shag be repbtced and/or reperfonned by the Contractor at no cost to theCounty. Any Contract goods, equipment or supplies rejected shall be removed within a reasonable time from the

premises of the County at the entire expense of the Contractor, after notice has been given by the County to NwConkactor that such Contract goods, equipmsnt or supplies have bean mjected.

Gas PAYMENT TO CONTRACTORSAND SUBCGNTUZACTORSAN irwoices submktad by the Contractor shall be in accordance with the cost provisions coniained in the ContractDocuments and shaH contain a detailed description of the Deliverables (i.e., the goods, equipment, supplies or services)inckrding the quantily cf the Deliverables, for which payment is requested. AN invoices for services shall inrdude itemizedentries indicating the dale or time period in which the services were provided, the, amount of Ums spent performing theservices, and a dstelktd description of the services provided during the period of the Invoice. AN invryces shell rellect theamounts invoiced by and the amounts paid to the Contractor as of the date of the invoice. Invoices for new chargesshall not indude "past due" amounts, if any, which amounts must be set forlh on a separate irwoice. Contractor shag notbe enBled to invoice Nte County for any Irrie fees or other penalties.

U/2015


GENERAL CONDITIONS

GC84 PAYMENT TO CONTRACTORS AND SUBCONTRACTORS icon'LtIn accordance with Secfion 34-177 of the Cook County Procurement Code, the County shall have a riight to set olf andsubbact from sny invoice(s) or Contract price, s sum equal to any fines and penalties, Including interest, for any tax orfse definqusnoy snd any debt or obligsbon owed by the Coniractor to the County.

The Contractor ackncvrisdges its duty to ensure the accuracy of sfi invoices submitted to the County for payment. Bysubmitting the invoices, the Contractor cerfifies that afi itemized entries set forth in the invoices we true and correct. TheContractor acknowledges that by submfifing the invoices, it oerMies that it has delivered the Defiverables, i.e., the goods,supplies or equipment set forth in the Contract to the Using Agency, or that it has properly perftmned the services aetforth in the ContracL Ths Invoice must also rellect the dates and amount of fime expended in the provision of servicesunder the Contract. The Contractor acknowledges that any inaccurate statements or negligent or intentionalmismpresentstions in the Invoices shsfi result in the County exercising afi mmedies svafiable to il in law snd equityinrfiuding, but not limited to, a delay in payment or non-payment to the Contrsdor, and reporting the matter to the CookCounty Oifice of the Independent inspector General.

When a Contractor relatives sny payment from the County for any supplies, equipment, goods, or services, it hasprovided to the County pursuant to its Contnact, the Contractor must make payment to Its subcontractors within 15days after receipt of payment from the County, provided that such subcontractor has satisfactorily provided thesupplies, equipment, goods or services in accordance with the Contract and provided the Contractor with afi of thedocuments and information required of the Contractor. The Contractor may delay or postpone payment to asubcontractor when the subcontractor's supplies, equipmsnt, goods, or services do not comply wilh the requiremerrls ofthe Contract, the Contractor is ecting in good faith, and not in retaliation for a subcontractor exercising legal orcontractual rights.

GC4M PREPAID FEESIn the event this Contract is terminatml by either party, for cause or otherwise, and the County has prepaid for anygoods, equipment, rxfirplles or services to be provided pursuant to this Centrals, Contractor shaN refund to the County,on a prorated basis to the effective date of termination, afi amounts prepaid for such goods, equipment, supplies orservices.not actually provided as s result of the termination. The refund shsfi be made within fourteen (14) days of theegscfive date of tenninabon.

GC4MTAXESFederal Excise Tax does not apply to materials puiohased by the Courtly by virtue Of E)rsmption Certificate No. 38-75-0038K. Elinols Retailers'. Cccupatlori,Tsx, Use Tax,and Municipal Rebrilsrs'ccupation Tsx do not apply to materials orsenrices purchased by the County by virtue of statuS. The price or prices quoted herein shall inrfiude any and afi otherfedeml and/or state, direct and/or indirect taxes which apply to this ContracL The County's State of lfiinois Sales TaxExsmpfion Identificabon No. is E-999%201347.

GC4ly PRICE REDUCTIONIf at sny fims alter Ihe Contract award, Contractor makes a general price reducfion in the price of sny goods, equipmsnt,supplies or services covered by the Contract, the equivalent price reducbon based on similar quantities and/orconsiderations shall be applied to this Contract for the term of the Contract. Such price reducfions shall be effecfive atthe same time and in the same manner as the reduction in the price tc customem generally.

GC4lfi CONTRACTOR CREDITSTo fire extent the ~r gives cradils toward future purchases from its financial incentives, discounts, value pairs orother benefits based on the purchase of the goods, equipment, supplies or services provided for under this Conbact,such credits belong to the County and not any specific Using Agency. Contractor shall report any such credits to theChief Procurement Ofiicer.

8I2015


GENERAL CONDITIONS

GC4M DISPUTESAny dispute arising under the Contract beaveen the County end Contractor shell be decided by the Chief ProcurementOllicer. The ccmpkrining party shsfi submit a written statement detailing the dispute snd scecifvino the soaclfic relevantContract orovisionlsi te the Chief Procurement Otficer. Upon request of the Chief Procurement Officer, ths partycomplained against shel respond to the complaint in writing within five days of such request. The Chief ProcurementOflicer will reduce his decision to wribng snd mail or otherwise furnish a copy thereof to the Contractor and Director.Dispute resolution as provided herein shall be a condition precedent to any other action at law or in equity.Nobsilhstanding a dispute, Contractor shafi continue to diwrirarge all its obligafions, duties and responsibilities set forth inthe Contract during any dispute resolubon proceeding unbias otherwise agreed to by the County in writing.

GC-'lc CONTRACT AMENDMENTSThe parties may during the term of the Contract make amendments to the Contract but only as provided in thissecgon. Such amendments shall only be made by mutual agreement in wriTing.

In the case of Contracts not.approved by the Boanl,.the Chkr(.Procurement Otficsr may amend a contract providedthat sny such amendment does not extend the Contract by mors than one (1)year, and further provided that the totalcost of all such amendments doss not incmase the total amount of the Contract beyond $150,000. Such action mayonly be made with the advance written approval of the Chief Procurement Oificer. If the amendment extends theContract beyond one (1)year or increases the total sward amount beyond $150,000, then Board approval will berequired.

No Using Agency or employee thereof has authority to make any amendments to the Contract Any modifications oramendmbnts to the Contract made wNhout the expmss written approval of the Chief Procurement Olficsr is void endunenfcrcssble

Contractor is hereby nobTied that, except for amendments'which are made in accordance with this GC-10Modilications and Amendments, no Using Agency or employee thereof has authority to make any modification oramendment to the Contract.

GC-11 DEFAULTConusctor shall be in defitult he re under in the event of s materiel breach by Contractor of any tenn or condition of thisContract where Contnurior has failed to cure such breach within ten (10) da'ys after written notice of breach is given toConusctor by the County, setting forth the nature of such breach.

A materiel breech of ths contract by the Contractor indudes but is not fimlted to the following:

1. Failure to begin performance under the Conirscturithin the specified time;

2 Failum to perform under the Contract with sufficient personnel, equipment, cr materials to ensure complebonof said pe fonnance within the specified. time or failure to assign qusliTied personnel to ensure completionwithin the specEad time;

3. Performance cf the Contract in an unsatisfactory msrmeq

4. Refusal to perform services deemed to be defecgve or unsuitable;

5 Discontinuance of performance of Contractor's obligations under the Contract or the impairment or thereasonable progress of perfonnance;

6. Becoming insolvent, being dsdarsd bankrupt or committing any act of bankruptcy or insolvency;

7 Any assignment of the Contract tbr the benefit of creditors;

$2015


GENERAL CONDITIONS

GC41 DEFAULT Icon'UIL Any cause whatsoever which impairs performance in an acceptable manner; or

9. Any other material breach of sny term or condition of the Contract.

County shall be in default hereunder if any matePial breach of the Contract by the County occurs which is not cured bythe County within forty-five (45) days sgw written notice of bmsch has been gnwn by Contractor to the County, settingforth the nature of such breach.

GC 12 COUNTY'S RESIEDIESIf the Contractor faib to remedy s materiel breach during the ten (10) dsy cure pmlcd pumuant to General Condition GC-11,Default, the County shall have the right to terminate the Contract provided, however, that the County shall giveCorriractor prior wrifien notice of its intent tc terminate. Following notice of breach to Contractor, the County reservesthe right to withhold payments owed to Contractor until such time as Contrador has cured the bmsch which is

the'ubjectmatter of the ncfice. In addition, fiw County shall have ths right to pursue all remedies in lsw cr equity.

GC-13 CONTRACTOR'S REMEDIESIf the County has been notified of breach and fails to remedy the breach during the forty-five (45) day cure periodpumuant to General Condition GC-1 1, Default, the Contractor shall have the right to terminate this Contract providing,however, that Conksdcr shall give the County thirty (30) days prior wPitten notice of termination.

Contmctor shall have the right to pursue all remedies availabb In law cr equity. In sll cases ths Contractor's damagesshafi be those provable damages not to exceed the value of the Contract as swarded by the Cook County BoardwfCommissioners or fite Chief ProcurementOllicer.

OCrl4 DELAYSContractor agrees that no chargea or dakns for damages shall be made by Contractor for any delays or hindrances fromeny cause whstsoevw related to ths performance of the Conbsct.

GC-15 INSURANCE REQUIREMENTSWaiver of Submoafion

All ktsursnce policies shall contain 4 Waiver of Subrogition Endorsement in favor of Cook County.

1.Insurance Reaulrements of Ihe ContractorNo later than the elfecbve date of this Contract, the Contractor, at its cost, shel secure and maintain at all times,unius specified otherwise, until compkrikrn of the term cf.this Contract the insumnce specified below.

INSURANCE REQUIREMEIIIS Icon'0

Nolhing contained in these insurance requirements is to be construed as limiTing the extent of the ContractoPsresponsibility for payment of damages resulting from its performance of this Contract. The insurance purchased andmaintained by the Conbactor shall be primary and not excess or pro rata to any other insurance issued to the County,Corriractor shall requim all subcontractors to provide the insurance required in this Contract, or Contractor mayprovide the coversges for the subcontractors. All subcontractors are subject to ths same Insurance requirements asContractor except paragmph (d) Excess Uabillty or unless specified otherwise. The Cook County Department of RiskManagement maintains the Pight to modify, delete, alter or change these requirements.

82015


GENERAL CONDITIONS

Coversges(a) tsforkam Comaensegen IneumncsWorkers'ompensation shall be in accordance with ths laws of the State of glinois or any other applicable

jurbdlction.

The Workers Compensation policy shall also indude the following provisions:Employers'ability coverage with a limit of$500,000 each Accident$500,000 each Employee$500,000 Prgicy Limit for Disease

(b) Commercial Gsnsml Uablgtv InsuranceThe Commercial General Llsbiyty shell be on an occurrence form basis to cover bodily injury andproperty damage induding loss of use.

The General Uability limits shag not be less than $1,000,000 per occurrence and $2,000,000 aggregatecombined single limit(or bodgy injury snd property dsmsgs. The General Liabgty policy shall induds, withoutlimitafion the following coveragss:

(1) Ag premises and operations;

(2) Contractual Liability;

(3) Products/Completed Operations;

Severability of interest/separation of insureds clause.

(c) Automobge Uabglbr insuranceWhen sny vshidss srs used in the performance of the Contract, Contractor shaN secure Automobga LiabgltyInsurance to cover ag owned, non-owned and hired sutomobges, truoks end trailers. The limits of liability shag not beless than the foll~@5:Uabigty - Ay Autos: Sedgy Injury & Properly Damage - $1,000.000per Occunsnce

Uninsured/5/lotcrish: Per glinois Requirements

(d) Umbmlls/Exec'ss L'iabgltv InsuranceIn addgon to the coveragss and limits speciged above, Contractor shag secure and maintain e gmit of liabylty no lessthan $1,000,000each occurrence for ag liability.2. AddiTionsl requirements

(a) AddiTional Insured

Cook County, ils ofgcisls, employees and agents shall be named ss additional insureds under theCommercial General Uabyity p'ogcy and Automobile Llabgty policy. Contractor's insurance shs5 be primary and non-contributory with sny insurance maintained by Cook County. Any Insurance or self-Insurance maintained by CookCounty shall be excess of the Contrarious insurance and shall not contriibule with it. The full policy limits and scopeof protection shall apply to Cook County as an additional insured even if'they exceed the minimum insurance limitsspeaTied above.

(b) QualiTication of InsursmAg insurance companies providing coverage shag be licensed or approved by the Department of insurance, Stats cfIgnols, and ehsg hevs a financial rating no hwer than (A )Vll as listed in A.M. Best's Ksy Rsgng Gukls, currentedifion or interim reporL Companies wlgt rating's lower than (A-) Vll will be acceptable only upon written consent ofthe Cook County Depsrbnent of Risk Management.

(c) Insurance Notices

Ag policies of insurance which may be required under tenne of this Contract shall be endorsed to provide that theinsurance company shall notify the Cook County Oiqce cf the Chief Procummerd Officer, 118North Clark Street,Room 1018, Chicago, lginois S0802 st hast 30 days prior to the effective dale of any canceyabon or modification ofsuch policies. Prior to ths date on whbh Contractor commences performance of its pert of the work, Contractor shallfurnish to the County cerliTicates of insurance maintained by Contractor.

In no event shall. any failure ofgrs County to recewe Certificates of Insurance required hereof or to demandreceipt of such Csrggcatm of insurance be construed as a waiver of Contradoys obligations to obtain insurancepumuant to these insumnce requimmsnts.


GENERAL CONDITIONS

GC-16 PATENTS. COPYRIGHTS AND LICENSESContractor agrees Io hold harmless snd indemnify the County, its officisls, agents, employees snd affiliates from anddefend, as psrmitkid by Hlinais lsw, at Hs awn expense (including reasonable sltornsys', accountants'nd

consultants'ees),

any suit or proceeding brought against County based upon 6 claim that the ownership and/or use of equipment,hanhvsrs snd software or any part thereof utylzed in performing Contractoris services constitutes an infringement af anyptdsnt, copyright or license or any ether intefieatual properly right.

In the event the use af any equipment, hardware or sot(ware or any part thereof is enjoined, Contractor with sfireasonable speed and due diligence shall provide or otherwiss secure for County, at the Contractor's eleafion, one of thefofiowlng: the right to continue use of the equipment, hardware or software; an equivalent system having theSpecificatlons ss provided In this Contract; or ta modify ths system or its component parts so that it becomes non-infrlnging while performing in 6 substanfiafiy similar manner to the original system, meeting the Specifications of thisCones at

IHM7 COMPLIANCE WITH LAWS

The Contractor shell observe and comply with the laws, ordinances, regulations snd codes of the Federal, State, Countysnd other iocsl government agencies which may in any manner sfl'sct the performance of the Conkact, including but notlimited ta those County Ordinances set forth in the Certificabons, Affidavits or EDS attached hemto and incorporatedhereto. Assurance af compliance with this requirement by the Contractor's employees, agents or subcantmctors shallbe fiw responsibility af the Contractor.

Ths Contractor shall secure snd psy for afi federal, state and local Hcenses, permits snd fees required in order toperform this Contract

GC-18 DELIVERYAH Cantract goeds, equiPment or supPHes shipped to the County shall be shipped F.O.B.,DESTINATION, FREIGHTPREPAID. Armngsments shall bs made in advance by the Contractar iri order that the County msy arrange for reasipt ofthe msterials.

Truck deliveries wlfi be accepted before 3:00 P.M. on weekdays only. No deliveries will be~on Saturdays,Sundays or County Holidays. The County is not respon'sible for delivery debrys due to waiting fimes for loading andunloading st delivery hcafions.

Ttte qusnfity of Contract goads, equip)nant or suppfies based on weight that are delivered by truck will be asaerlainedfram 6 weight csrtlficste issued by a duly Hcen(ted Public We(ght4llsstsr, In the case of delivery by rail, weight wB bsasceriained from blfi of lading fiam originating line, but the County reserves the right to re-weigh at the nearest svsfisblenfikaad scale.

The County reserves the right to add new delivery locafions or delete previously listed delivery locations as requiredduring the Contrsci period. The only restriction regarding lhe County'ii rigfs to sdd nsw deliwiry locations shs2 be thatany nsw ar additional location shall be wfihin the geographical boundaries of ths County af Cook.

GC-16 MINORITY AND WOMEN BUSINESS ENTERPIBSESCOOK COUI4TY ORDSHANCE CHAPTER 34.DIVISION 6 SECTION 34-265 to SECTION 34366

POUCY AND GOALS

It ls the poHcy of the County of Cook to prevent discrimination in the sward of or participation in CountyContracts and to eliminate arbitrary barriiers for participation in such Contracts by local businesses cerBiedas a Minonly Business Enterprise (MBE) and Women-owned Business Enterprise (WBE) as both prime andsub-contractors. In furtherance of this policy, the Cook County'owd of Cominissioners has adopted sMinority- and Women-owned Business Enterprise Ordinance (ths "Ordinance") which establishes annualgoals for MBE and WBE parfitfpsfion as outlined bekrw:

CONTRACT NO. 1525 15012

GENERAL CONDITIONS

Contract Type

I%a hd lh5

Professional Senrices

fiL The Countyshafi set contrsctapeclfic goals, based on the svsgabfilty of MBEs and WBEs that arscertified to provide eommodlges or services spsclfisd In this sogcltstlon document. The MBEIWBEpartlclpagon goals for each Contract are stated in the Spec(el Conditions. A Bid, Quotation, orProposal shall be rejected if the County determines that it fails to comply with this General Condition in anyway, including but not limited toi (i) failing to state an enforceable commitment to achieve for this contract theidentified MBEIWBE Contract goals; or (ii) failing to include a PetTiion for Reduction)Waiver, which states thatthe goals for MBE(WBE participation sre not sttainabls despite the Bidder or Proposer Good Faith Efforts,and explains why. If s Bid, Quoiefion, or proposal is rejected, then s nsw Bid, Quotation, or proposal may besolicited If the pubfic interest is served thereby.

C To the extent that a Bid, Quotafion, or Proposal indudes a Petition for Reduction/Waiver that is approved bythe Office of Contract Compliance, the Contract specific MBE and WBE participation gosh may be achievedby the proposed Bidder or Proposer's status ss an MBE or WBE; by the Bidder or Proposer's enforceablejoint venture agreement with one or mors MBEs andlor wBEs; by the Bidder or proposer entering into oneor mors enforceable subcontrachng agreements with one or more MBE and WBE; by the Bidder or Proposersstsblishino snd carrying outeiLenfcrcesble mentor/prct6gk agreement with one or more MBE and-WBE;-by ———the Bidder or Proposer actively engaging the Indirect Participation cf one or more MBE and WBE in otheraspects of its business; or by any combination cf the foregoing, so long as the Utilizabon Plan evidences acommitment to meet the M BE and WBE Contract goals set forth in (8) above, as approved by the Olfice ofContract Ccmpfiance.

D. A single Person, as definedin the Procurement Code, may not be utilized es both an MBE and a WBE onthe same Contract, whether as s contractor, subcontractor or supplier.

E Unless specifically waived in the Bid or Proposal Documents,'his General Condition, GC-19; the Ordinance;and ths pofides and procedures promulgated thereunder shsfi govern. If there is a confiict between this GC-19 and the Ortfinsnce or the polkas and procedures, the Ordinance shall control.

F. A Contractoris failure to carry out its commitment regarding MBE and WBE pariicipafion in the course of theContract's performance msy conslitute a mat'ariel bmach of the Conuact. If such breach is not appropriatelycured, it may msult in withhdding of paymerris under the Contract, contractual penalfies, disqualification andany other mmedy provided for in Division ri of the procurement Code at law or in equity.

REQUIRED BID OR PROPOSAL SUBMITTALS

A Bidder or Proposer shall document its commitment to meeting the Contract specific MBE and WBE participabongoals by submitting a Utilization Plan with the Bid or Proposal. The Utilizafion Plan shall indude (1) one or moreLetter(s) of Intent fmm the relevant MBE and WBE firms; and (2) current Legers of Certificalion ss an MBE or WBEAlternatively, the Bidder or Proposer shall submit (1) a written Petition for RsducticniWaiver with the Bid, Quotation orProposal, which documents its preceding Good Faith Efforts and an explanation of Its inability to meet ths goals forMBE and WBE parficipaticn. The Utilization Plan shall besubmittsd st the time that the bid or proposal is due.Faiture to include a Uglizstion Plan will render the submission not Responsive and shall be cause for theCPO to reject the fifid or Proposal.


GENERAL CONDITIONS

GC-19 MINORITY AND WOMEN BUSINESS ENTERPRISESCOOK COUNTY ORDWANCE CHAPTER 34. DMSION 0 SECTION 34000 to SECTION 34400 Icon'LI

3. Jaint Ventura Afhdsvit

In the event a Btd or Proposal achieves MBE and/or WBE participsbon through s Joint Venture, the Bid orProposal shall include the required Joint Venture Affidavit, which can be downloaded fromwww.cookcountvitaov/contractcomaliance. The Joint Venture Affidavit shall be submitted withthe Bid or Proposal, along wilh current Letter(s) of Certification.

Petition far ReductianhNalvsr

In the event a Bid or Proposal does not meet the Contract specific gosh/ for MBE and WBE participation, theBid or Prapossl shsff include a Petition for Reducgon/Waiver, as set forth on Form 3.The Petition forReducdorAVaivsr shall be supported by sufficient evidence and documentation to demonstrate the Bidder orProposer's Good Faith Effors in attempting to achieve the agpffcrhhe MBE end WBE goakr, and its insbgity todo so despffs its Good Faith Effods.

Failure to iadude Petition for Reduction/Waiver wgl render the submission not Responsive and shsffbe cause for the CPO to reject the Bid or Proposal.

REDUCTIOWWAIVER OF SME/WBE GOALS

Grantlna or Danvlna s RaducsonhNslvar Rsausst.

1. The adequacy af the Gaad Faith Effarts to utSza MBE and WBE Srms in s Bid ar Proposal will beevaluated by the CCD under such conditions ss are set forth in the Ordinance, the policies and rulespramukfstad thereunder, and in the "Petison for Reduction/Waiver af MBE/WBE Parffcipation Goals"-Fonn 3of the M/WBE Campliance Forms.

2. With respect to s P95tion for Reduction/Waiver, the suNcisncy or insufiiciency of a Bidder or ProposersGood Faith Efforts shall be evaluated by the CCD as of the date upon which the corresponding Bid orProposal wss due.

3 The Contract Compliance Director or his or her duly authorized Waiver Committee may grant or denythe Pegtlon for Reducffon/WsWer based upon factors including but not limited to: (s) whether suflicientqualiffed MBE and WBE firms am unsvailabls despite good faith efforls an the pert of tha Bidder orProposer, (b) the degree to which speciflca5ans and the reasonable and necessary requirements forperforming the Contract make it impossible or economically infeasible to divide the Contract intosufficien5y smaff tasks or quantities so as to enable the Bidder. or Proposer to ubTize MBE and WBEfirms in accordance with the applicable goals; (c) the degree to which the prices or prices required byany polangal MBE or WBE are mare that 10'bove compstSve levels; snd (d) such other factors ssam determined relevant by ths Contract CompSsnce Director or the duly authorize Wiiver Commfflee.

4, If the Contract Compliance Director or the duly authorized Waiver Committee determines that the Bidderor Proposer has not demonstrated sufficient Good Faith Efforts to meet the applicable MBE and WBEgoals, the Contract Compliance Director or the duly authorized Waiver Commfftee msy deny a Peggonfor ReducgonNValver, dedare the Bid or Proposal non-responsive, and recommend mjection of the tgd,Quotaffon, or Proposal.

'ONTRACT NO. 1525-15012

GENERAL CONDITIONS

G~g MINORITY AND WONIEN BUSINESS ENTERPRISESCOOK COUNTY ORDNANCE CHAPTER 94. DMSION 6 SECTION 34-269 Io SECTION 34609 Icon'u

CHANGES IN CONTRACTOR'8 UTILIZATION PLAN

A A Contractor, during its performance of the Contract, may not change the original MBE or WBEcommitmenis specified in the mlevsnt Utilization Ran, including but not limited to, terminating a MBE orWBE Contract, reducing the mmpe of the work to be performed by a MBEIWBE, or decreasing the price to sMBEiWBE, except as otherwise provided by the Ordinance and according to the policies and procedurespromulgated gwrsundsr.

Where a Person listed under gre Contract was previously considered to be a MBE or WBE but is later foundnot to be, or work is found not to be creditable toward the MBE or WBE goals as stated in the UtilizationPlan, the Contractor shall seek to discharge the disqualified enterprkm, upon proper wdtten notification to theContract Compliance Director, end make every elfort to identify and engage a qualified MBE or WBE as itsreplacement. Failure to obtain an MBE or WBE replacement within 30 business days of the ContractCompliance Director's written approval of the removal of 9 purported MBE or WBE msy nisult in thetermination of the Contract or the imposltlon of such remedy authorized by the Ordinance, unless a writtenPetition for Reduction/Waiver is granted allowing the Contractor to sward the work to a Person that is notcertified as an MBE or WBE.

y, NONCOMPLIANCE

If the CCD determines that the Contractor hss failed to comply with its contractual commitments or any portion of the~rdinance,-the policies and procedures promulgated-thereunder,— or this BC1gf the-Contract Compliarice Director

shall notify the Conhsctor of such determination and may take any and ag'appropriate actions as aet forth in theOrdinance or the pogdes and procedums promulgated thereunder which indudas but is not Imited to disqualification,penahies, withholding of payments or other remedies in law or equity.

RSPORTE4SEZECORD44EEPINS REQUIREMENTS

The Contractor shall comply with the reporting and recoiipkeeping requirements in the manner and time established

by the Ordinance, the policies and procedure promulgated thereunder, and the Contract Compliance Director.Failma to comply whh such reporting and record-keeping requirements msy msult in s declaration of Contract default,Upon sward of a Conuact, a Contractor shall acquire and ugize all Cook County reporting and record-keeping fonnasnd methods which am made Evallable by the Office of Contract Compliance. MBE snd WBE firms shall be requiredto verify payments made by snd received fiom the prime contractor.

IIE EQUAL EMPLOYMENT OPPORTUNITY

Compliance with MBE end WBE mquimmenta will not diminkrh or supplant other legal Equal Employment Opportunityand Civil Rights requirements that relate to contractor and subcontractor obligations.

Any questions regarding this section should be directed to:

Conbact Compliance Director

Cock County116Neth Clark Street, Room 1020Chicago, illinois 60602(312)6035502

GC.10


GENERAL CONDITIONS

GOdo MATERIAL DATA SAFETY SHEETWhere required under the filinois "Trade Substance Disdosum to Employees Acl", illinois Compiled Statutes, 820 ILCS255/1, Contractor shag submit with each delivery of Contract goods, equipmsnt or supplies a Material Safety DataShoat

GC-21 CONDUCT OF THE CONTRACTORThe Contractor agrees to inform the County on a timely basis of ag of the Contractor's interests, if any, which are orwhich the Contractor reasonably believes may be incompatible with any irdsrest of the County. The Contractor shalltake notice of and comply with the Cook County Lobbyist Registration Ordinance, Section 24I21 et al., Cook CountyCode, The Contractor shall not use for personal gain or make other improper uss of prlvgeged information which isacquired in connscfion with the Contract

GC-22 ACCIDENT REPORTSThs Chief Prooursmant Officsr snd Director. shag bs given written notiflcafion within tsrsnty-four (24) hours of anyoccurrence, on the site or otherwise, which pertains in any way to the performance of this Contract and involves theContractor's personnel, or those of any of his subcontractors or others whether saki occurrence be in the nature of bodilyinjury to employees or firird parties or property damage.

The report shall intfiude the name of pemon(s) injured, name of his employer, date, time snd location of occunence,extent of injury and/or damage, name(s) of eyewitnesses, snd who treated the person(s) for injuries sustained, and suchother information as may be relevant. Ths Contractor.shafi notify„the local police of sny occunsnce requiring an offictalpolice record. The aotfident report should indicate whether the pofics were noliTrsd and, If so, ths number of the policelspolt

GC-22 USE OF PREMISESConlractor shall confer with the Director to ascertain full knowledge of sfi rules snd regulations of the County fatfilifissrekrfivs to this Contract and shall comply therewith. The Contractor shsfi confine the operations of ils employees to thelimils indicated by laws, ordinances, permits and/or dirscdon of ths Director and shall not encumber the premises withmaterials or debris. The Contractor shall not load or permit any part of the ssucture to be loaded with a weight that willendanger its structural hlegrity.

The County reserves the right to prohibit any person from entering Sny County facility for any reason. Afisubcontractors, agents and employees of the Contractor'shag be accountable to the Director while on any County

'ropertyand shall atfide by ag security regulations imposed by the County.

GOD GENERAL NOTICEAg notices required pumuant to this Contract shall be in wridng and addressed to the parties at their respectivedddnesssw set forth below. Ag such nobcas shall bs deemed duly given if hand delivered or if depoihed In the UnitedStates mail, registered or certified, return mcelpt requested. Notice ss provided herein does not waive service ofsummons or process

TO THE COUNTY:

Chief Procumnent OfficerCourfiy of Cook

Room 1018 County Bufiding118Norlh Cktrk SheetChicago, glhois 60602

(Reference Counly Contract Number)

CONTRACT NO. 1 525-15012

GENERAL CONDITIONS

Gas GENERAL NOBCE icon'tlTO THE CONTRACTOR

At address provided in its bid document or as otherwise indkaled in writing to County.

GD46 TERMINAllON FOR CONI/EIGENCEThe County may terminate this Contract, or any portion, at any time by notice in writing from the County to theContractor. Unless otherwise stated in the notice, the egecgve date of such termination shag bs three business daysafter the date the nobce of termination is mailed by the County. If ths County elects to terminate the Contract in full,unless otherwlss specEed In the nodce of termination, the Contractor shall immediately casse periormancs snd shaNpromptly tender to the County all work pnxlucts, reviews, recommendstlons, reporis, documents snd analyses, whegrercomphted or in process. If the County ekxris to terminate the Contract in part, unless otherwise specified in the nogce ofpmNal termination, Nre Contractor shall immediately cease performance of those portions of the Contract which areterminated and shall promptly tender to the County all work products, reviews, recommendations, reports, documentsand analyses rslekng tc said portions of the Contract, whether completed cr in process. Contractor shag refrain fromincurring any furlher coals with respect to portions of the Contract which are terminated except as spsdfically approvedby the Chief Procurement Officer. The Contractor shall not invoice the County for any goods, equipment, supplies orsenrices provided aller the erective date of termination.

GC-26 GUARANTEES AND WARRANllESUnkrss othsrwlss slated herein, ag guamnlsss and werrenges required shall be furnished by the Contractor and sheN bedelivered to the Director before Nnel payment on the Contract is issued. The Contractor agrees that the Contract goods,equipment, supplies or services to be furnished shall be covered by the most favorable commardsl warranties theContractor gives to any customer for the same or sub stand agy similar Contract goods, equipment, supplies or servicesand that the rights and mmedies so provided are in addiyion Io and do not limit any rights aiforded to County.

GC 2T STANDARD OF CONTRACT GOODS. EQUIPSKNT OR SUPPLIESOnly new, orlglnaly manufactured Contract goods, equipment or supplies will bs accepted by the County. The Countywill not accept any Contract goods, equipment or supplies that have been refurbished, rebuilt, restored or renovated inany manner. In addiTion, experimental materials will not be acceptable. Conksct goods, equipment or supplies notproduced by regular production methods and/or which have not been oflbred for sale to the public through acceptedindustry trade channels for a reasonable pefiod of time prior to the offering of the proposal, will be consideredexperimental.

GOES CONFIDENTIAIJTY AND OWNERSHIP OF DOCUSSENTSConeactcr ackncwkxkpw and agrees that information reganling this Contract is confidential and shall not be disdosed,direcgy, indirectly or by implication, or be used by Contractor in any way, vriwther during the term of this Contract or atany Nme therealtsr, except solely as required in the course cfContractoVs pefhnnance of ths Conkact. Contractor shallcomply with the appgceble privacy laws and regulations affecting ths County and will not disdose any of County'srecords, material, or other data to any third party. Contractor shall not have the right to compile snd distribute tagsgcslanalyses and reports uglizing data derived from informakon or data obtained from County without the prior writtenappmvsl of Couniy. In the event such approval is given, any such reports published and distributed by Contractor shallbe furnished to County wilhout charge

AN documents, data, studies, reports, work product or pmduct created as s result of the performance of this Contractshall be ths property of the County of Cook. It shall be a breach of this Contract for the Contractor to reproduce or use,any documents, dais, studies, report, work product or product obtained from the County of Cock or created hereby for itsown purposes or to be copied and used by any third parly. During the perfonnance of the services herein provided for,the Contractor shall be responsible of any loss or damage to Nre County's documents while they am in the ContractoVspossession, and any such document hst or damaged shag be restored at the expense of the Contractor.

GC-128/201 5


GENERAL CONDITIONS

GC-29 QUANTITIESThe quantities of materials required for the performance of the Contract are esbmstes for the purpose of determining anapproximate total Contract amount end msy not be the adust quantities required during the term of the Contract. TheCounty reserves the right to increase or decrease the quent(des at the Contract price, to correspond to the actual needsof the County. The County will be obfrgated to order snd pay for only such quantities es are fmm time to time ordered,debvsred, and accepted on purchase orders issued by the Chief Procurement OEcer.

GC40 AUDIT: EXAIWNATION OF RECORDSThs Contractor agmes that the Cook County Auditor or any of its duly authorized representatives shall, until expiration ofthree (3)years sitar ths final payment under ths Contract, have access end the right to examine any books, documents,papers, canceled checks, bank statements, purveyor's and other invoices, end records of the Contractor related to theContract, or to Contractor's compliance with any term, condition or provision thereof. The Contractor shall benwponsible for sslsblhhing and maintaining records sufIident to document ths costs associated with performance underthe terms of this Conbact

The Contractor furlher agrees that It shall Include In all of its subcontracts hereunder a provision to the effect that thssubcontractor egress that the CooK County Auditor or any of its duly authorbsd representatives shall, until expiration ofthree (3)years after final payment under the subcontract, have access and dts right to examine any books, docwnents,papers, canceled checks, bank statements, purveyor's and other invoices and records of such subcontractor involvingtransactions relating to the subcontract, or to such subcontractor's compliance with any term, condition or provisionthereunder or under the Contract.

In the event the Contractor receives payment under the Contract, reimbursement for which is later disallowed by theCounty, the Contractor shall promptly refund the disallowed amount to the~unty on request,xrr st the County'sxrpgon,the County may credit the amount disalkwed from the next payment due or in become due to the Contractor under anyconkact wilh the County.

GCN1 GOVERNNG LAWThis Contract shall be governed by and construed under the laws of the State of glinols. The Contractor Irrevocablyagrees that, subject to the County's sole and absolute election, any action or proceeding in sny way, manner or respectarising out of the Conbact, or arising from any dispute or controversy in coniexdlon with or related to the Contract, shallbe liTigated only in courts within the Cimuit Court of Cook County, State of Illinois, and the Contractor ccnsents sndsubmits to the jurisdicgon thereof, ln accordance with these provisions, Cpntractor wsivss any right it msy have tobsnsfer or change the venue of sny liTigsgon brought against it by the County pursuant to this Contract.

GO32 COOPERAllON WITH INSPECTOR GENERALCoribactors, suboanbatriors, licensees, grsntees or persons or businesses who have s County contract, grant, license,or certificafion of eligi)Tryity for County contracts shel! abide by all of the applicable provisions of the Office of theIndependent Inspedor General Ordinsnrxf,(Section 2-281 et. ssq, of the Cook County Code of Onlinances). Failure tocooperate as required may nssult In monetary encVor other penalties.

GC~ WAIVERNo term or provision of this Contract shall be deemed waived snd no breach consented to unless such waiver orconsent shall be in writing and signed by, the party claimed to have waived or consented. The waiver of any suchprovidon shall be sNicly Imitsd to ths idenNled tsnp or pnwision.

CONTRACT NO. 1525.15012

GENERAL CONDITIONS

GO84 ENTIRE CONTRACTIt is expressly sgmed that the provisions set forth in this Contract constitute all the understandings and agreementsbetween the parties. Any prior agmements, promises, negoflations, or representations not expressly sst forth in thisConbact srs of nc force and effect.

GOD FORCE IEAJEURENeflher Contractor nor County shall be liable for failing to fugE any obligation under this Contract if such failure is causedby an event beyond such party's reasonable control and which is not caused by such party's fault or negligence. Suchevents shall be limiled to acts of God, arzs of war, flres, lightning, floods, epidemics, or riots.

GC46 GOVERNMENTAL JOINT PURCHASING AGREHKNTPumuant to Section 4 of the glinois Governmental Joint Purchasing Act (30 ILCS 525) snd the Joint PurchaseAgreement approved by the Cook County Board of Commissioners (April 9, 1965), other units of government maypurchase goods, supplies, equipment or services under this Contract.

In the event that other agencies partidpate in a joint procuremsnt, ths County nsserves the right to renegotiate theprke to accommodaN the larger volume.

GCM COIEPARAGLE GOVERNMENT PROCUREMENTAs permitted by the County of Cook, other government enfltiss, if authorized by Isw, msy wish to also purchase thegoods, supplies, services or equipment under ths same terms snd conditions contained in this Contract (i.e.,comparable government procurement). Each entity wishing to reference this Contract must have prior authorizaflonfrom the Coaun y of Cook anil the Contractor. If such pwticipation is authorized, all purchase orders will be issueddimcfly from and shipped directly to the entity requiriing the goods, supplies, equipment or senrices. The County shallnot be held resporwibh for any orden placed, deliveries made or payment for the goods, supplies, equipment orservices ordered by these entities. Each entity reserves the right to determine the amount of goods, supplies,equipment or services it wishes to purchase under this Contract.

GC~ FEDERAL CLAUSESThe following provisions apply to all Conbacts which are funded in whole or in part with federal funds.

1, Interest of Members of cr Qsleoalss tc ths United Bistss Concrsss

In accordance with 41 U.S.C.8 22, the Cbntractor agrees that it wfll not admit any member of or delegate tothe United Bates Congress to sny ah sic or part of the Contract or 'sny benefit derived therefrom.

False or Fnmdulent Statements and Claims

(a) The Contractor recognizes that the requimmentsof the Program Fraud Civfl Remedies Act of 1986,as amended, 49 U.S.C.55 3081 et ssq and U.S. DOT regulations, "Program Fraud CivilRemedies," 49 C.F.R.Part 31, apply to ils actions pertaining to the ContracL Accordingly, bysigning the Contract, the Contractor cerbTies or affirms the truthfulness snd accuracy of anystatement it has made, it makes, or it may make pertaining to the Contract, including withoutlimitabon any invoice for its services. In addition to other penalties that may be applicable, theContractor also acknowledges that if it makes a false, flclitious, or fraudulent daim, statement,submission, or cerliflcaflon, the Federal Government reserves ths right to imPose ths pensltiss ofthe Program Freud Civfl Remedies Act of 1986, as amended, on the Contractor to the extent theFederal Government deems appropriate.

GC-14


GENERAL CONDITIONS

FEDERAL CLAUSES Icon'0The Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim, statsinent,submission, or cerfilication to the County or Federal Government in connecfion with an u*anizedares formula project financed with Federal assistance authorized by 49 U.S.C.3 5307, thsGovernment mservas the right to Impose on the Contractor the penalties of 18 U.S.C, 5 1001 and49 U.S.C.$ 5307(n)(1), to the extent the Federal Government deems appropriat.

3. Federal Iniwast in Pdenis

(a) General. If any invention, improvement, or discovery of the Contractor is conceived or first actuallyreduced to practice in the course of or under the Contract, and that Invenfion, improvement, ordiscovery is patentable under ihe laws of the Unites States of America or any foreign country, theContractor agrees to notify County immediately and provide a detailed report

(b) Federal Rights. Unhss the Federal Government later makes a contrary defermination in writing, therights snd rssponshiliTies of the County, Contractor, and the Federal Government pertaining to thatinvention, improvement,'or discovery willbe determined in acbordancs with applicable Federal lawsand regulations, induding eny waiver thereof. Unless the Federal Government later makes acontrary detarminafion in writing, the Contractor agrees that, Irrespective of fis status or the statusof any subcontractor at any tier (e.g., a large business, smsfi business, non+mfit organization,insmution of higher education, individuag, the Contractor agrees it will transmit to the FederalGovernment those righls due the Federal Government in any invention resulfing from the contrad.

4. Federal Interest In Data and Convrlohts

(a)~nilicn.—The term —"subject data' 'used-in this section-means recorded information, whether or notcopyrighted, that is defivered or spedysfd to be delivered under the ContracL Examples indude,but are not limited, to: computer software, engineering drawings and associated lists,specmcations, standards, process sheets, manuals,'technical reports, catalog item identifications,and related information. The term "subject date" does not induda financial reports, coat analyses,end similar informalkm incidental to Coritrsct adminlstrafion.

gi) Federal Restrictions. The following restrictions apply to all subject data first produced in theperformance of the Cimtract. Except ss pmvided in the Contract and except for its own internal use,the Contractor msy nol publish or publidy reproduce subject data in whole or in part, or in anymanner or form, nor may the Contrador authorl'ze others to do so, without the written consent ofthe County end the Fedeial Government, until such time'as the Federal Government msy haveefihar released or approved ths release of such data'o the public.

(c) Federal Rights in Data and Copyrights. In accordance with subpaits 34 and 36 of the CommonRule, the County arid the Federal Government reserve a royalty-free, no~elusive andirrevocable license to reproduce, publish, or otherwise 'use, and fo authorize others to use, for

'ountyor Federal Govsrnmfint purprniss, ths types. of subject dr(ta dascribed below. Without thecopyright owner's consent, the County and Federal Government msy not extend their license todher parfieL

(1) Any sub)ed date developed under the contract or subagreement finance by a federalGrant Agreement or Cooperafive Agreement, whether or not a copyright has beenobtained; and

(2) Any rights of copyright which the Contractor purchases ownership with Federalassistance.

GO.15 8I2015


GENERAL CONDITIONS

FEDERAL CLAUSES icon"Ll

(d) Special Federal Rights for Planning Research and Development Projects. When the FederalGovwnment provides gnancial assistance for a planning, research, development, cr demonstrationproject, its general intention is to Increase public knowledge, rather than limit ths benefits of theproject to participants in the project. Therefore, unless the Federal Government determinescriharwise, the Contractor on a planning, nmearch, development, or demonstrrriion project agreesthat, in addition to the rights in data and copyrights set forth above, the County or FederalGovernment may make available to any third party either a license in the copyright to the subjeradale or a copy of the subject data. If the project is not ccmpkrtsd for any reason whatsoever, alldale developed under the project will become subject data and will be delivered as the County orFederal Government may direct. This subsection, however, does not apply to sdsptions ofautomatic data processing equipment or previously existing soflwsre programs for the County's usewhose costs are financed with Federal uansportation funds for capital projects.

(e) Hold Harmless. Unless prohibited by state law, upon request by the County or the FederalGovernment, the Conbactor agrees to indwnnify, save, and hold harmless the County and theFederal Government and their ofgcers, agents, and employees acting within the scope of theiralgal duties against sny liability, iniriuding costs and expenses, resulting from sny willful orintentional violet(on by the Contractor of proprietary rights, copyrights, or right ot privacy, sriiing outof gre publication, aanslafion, reproducbon, delivery, uss, or disposition of any data furnished underthe Contract. The Contractor will not be required to indemnify the County or Federal Governmentfor any such liability arising out of the wrongful acts of employees or agents of the County orFederal Government

Restriotlons on Access to Patent Rights. Nothing contained in this section onrights in data willimply a license to the County or Federal.Government under any patent or be construed as alfecgngthe scope of any license cr other right otherwise granted to the County or Federal Governmentunder any patent.

Appgcation on Materitris Incorporated into Project. The requirements of Subsections 2, 3, and 4 ofthis Section do not apply to material furnished by the County and Incorporated inta the work,

Records and Audits

Contractor will delivei or cause to be delivered tgl documents (induding but not limited to all Deliverablesand supporting data, records, gmphs, charts and notes) prepared by cr for ths County under ths terms ofthis Agreement to tha County promptly in accordance with the ti