23-0107-IFB - ITS Parts Replacement -Intelligent Transportation System v.25.2.pdf

The following information will become the Contract between the awarded vendor and the Illinois State Toll Highway Authority. Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements.”

State of Illinois Contract v.25.2

The Illinois State Toll Highway Authority Contract 23-0107

Intelligent Transportation System (ITS) Replacement Parts Services

BidBuy Reference # 24-557THA-INFOT-B-38650

Parties to this Contract are the State of Illinois acting through the undersigned Agency (collectively, State) and the Vendor.

This Contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this Contract, constitute the entire Contract between the Parties concerning the subject matter of the Contract, and in signing the Contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the Contract. This Contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the Contract. This Contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois State Toll Highway Authority (Illinois Tollway) is dedicated to providing and promoting a safe and efficient system of toll supported highways while ensuring the highest possible level of service to its customers.

The Illinois Tollway is looking for vendors who share this commitment and will help meet this goal.

1.2. SUPPLIES AND/OR SERVICES REQUIRED: The Illinois Tollway is seeking a vendor to furnish and deliver Original Equipment Manufacturer (OEM) replacement parts for its Intelligent Transportation System (ITS), including Closed-Circuit Television camera (CCTV), Microwave Vehicle Detection System (MVDS), Weigh In Motion (WIM), Dynamic Message Sign (DMS), and Road Weather Information System (RWIS) parts, all available through the standard catalog offerings of the below suppliers. The list below is not an all-inclusive list and the vendor will be required to provide parts, supplies and materials for other manufacturer’s equipment as requested by the Tollway.

OEM Parts

Line # Manufacturer’s Catalog List Estimated Spend over 1 Year

1 Axis $60,000.00

2 ISS $60,000.00

3 Sensys $5,000.00

4 IRD $6,000.00

5 Daktronics $15,000.00

6 LedStar $15,000.00

7 Vaisala $30,000.00 v.25.2

8 Digital Loggers $1,000.00

Types of equipment include:

Axis

• Q6315-LE (CCTV Camera)

• TQ5001-E (Wall-and-Pole Mounts)

• T8061 (Ethernet Surge Protectors)

Sensys

• VSN240-F-3

Daktronics

• 0P-1971-4750 (LED Module)

• 0P-1971-4400 (LED Module)

IRD

• 480286 (Kistler Quartz Sensor)

LedStar

• CTL-26 (DMS Controller)

Digital Loggers

• DIN IV (IP Relay)

All materials and products used for the repairs shall be invoiced at Vendor’s cost. Facility Manager or designee may request Vendor to provide copies of material suppliers' invoices to verify cost. Facility Manager or designee may, at their discretion, require waivers of lien for materials prior to payment for goods and/or services.

If the Facility Manager or designee determines it is in its best interest, the Vendor shall, as requested, furnish supplies, materials, parts, etc. for routine and/or preventive maintenance, repairs, replacement, etc. Supplies, materials, etc. can only be utilized/purchased from Vendor if the State is using for the repair and maintenance germane to this contract.

Vendor will be responsible for shipping or delivery of the parts to the requesting agency. The State will reimburse Vendor for any shipping cost; however, the State will not allow a mark-up on shipping. A copy of the shipping invoice verifying the Vendor’s cost must accompany the parts invoice submitted to the State. The requesting agency may request Vendor to provide copies of material suppliers’ invoices to verify cost.

The supplies and materials to be used shall be of high-quality conforming with applicable Federal and/or State specifications. The Vendor shall furnish materials, supplies, and products suitable for the purpose, but not harmful to the surface to which it is applied.

Hourly Rates for Maintenance and Repair Services ( All unit cost must be entered into Bid Buy) v.25.2

Line # Description of Maintenance and

Repairs Services

Per unit price Estimated Per Year Quantity

Yearly Estimated

Total

Labor Rates

“A” Card Electrician Forman

( All unit cost must be entered into Bid Buy)

2,080 ( All unit cost must be entered into Bid Buy)

“A” Card Electrician Journeyman cost must be entered into Bid Buy)

2,080 ( All unit cost must be entered

“A” Card Electrician Apprentice

( All unit cost must be entered into Bid Buy)

2,080 ( All unit cost must be entered

“C” Card Electrician Forman

( All unit cost must be entered into Bid Buy)

80 ( All unit cost must be entered

Journeyman

( All unit cost must be entered into Bid Buy)

80 ( All unit cost must be entered

Apprentice

( All unit cost must be entered into Bid Buy)

( All unit cost must be entered v.25.2

Field Engineer

( All unit cost must be entered into Bid Buy)

40 ( All unit cost must be entered into Bid Buy)

Equipment Rates

Service Truck

( All unit cost must be entered into Bid Buy)

2080 ( All unit cost must be entered into Bid Buy)

Bucket Truck

( All unit cost must be entered into Bid Buy)

2080 ( All unit cost must be entered

Elliot 50’ cost must be entered into Bid Buy)

80 ( All unit cost must be entered into Bid Buy)

Elliot 70’

( All unit cost must be entered into Bid Buy)

80 ( All unit cost must be entered

1.1.1. Quantities: It shall be expressly understood by the bidder that the estimated bid quantities specified in the contract documents are for the purpose of determining the lowest bid and to establish unit prices. The Tollway may, over the term of the Contract, place orders for more or fewer than the estimated quantities stated. The Tollway does not guarantee that any minimum number of quantities shall be ordered from the Vendor. Materials furnished under this contract shall be delivered in multiple deliveries as determined by the needs of the Illinois Tollway. The estimated quantities of this contract shall be based on a period of three (3) years; prices shall remain firm for the term of the contract. The decision to pre-order and hold any inventory rests solely with the Vendor.

1.1.2. Brand Name or Equal: It is expected that a large portion of the replacement parts purchased from this contract may be those offered by the Original Equipment Manufacturer (OEM). The Vendor will be required to provide OEM parts and supplies whenever requested by the Tollway. All of the items are specified by manufacturer and manufacturer’s product number. Specifications are to establish standards of quality and performance and not for the purpose of limiting competition.

v.25.2

Products of other manufacturers may be substituted where specified if the bidder can establish that they are equal to or better than those specified in quality, performance, design, and suitability for intended use. The Illinois Tollway’s determination thereof shall be final.

The Illinois Tollway recognizes that differences in engineering design and methods may exist among manufacturers that do not significantly alter performance. The Illinois Tollway reserves the right to determine when such differences are acceptable substitutes to the contract specifications and may waive technical differences in the award of the bid when it is in the best interest of the Illinois Tollway to do so.

1.1.3. Samples: The bidder may be required to submit samples of substituted items to the Tollway.

Samples shall be mailed separately from the bid, within ten (10) days upon request by the Tollway, to the Illinois Tollway’s Central Warehouse located at 4 S. 496 Naperville Road in Naperville, IL 60563. It is the responsibility of the bidder to make arrangements for the delivery and pick-up of the samples. Samples from unsuccessful bidder(s) that are not picked up within 30 days after award shall become the property of the Tollway. Should any samples becoming damaged while in the possession of the Illinois Tollway the Illinois Tollway will purchase the device at cost. The successful bidder(s) samples shall become the property of the Tollway and shall be used as master samples to verify future shipments for compliance with contract specifications.

1.1.4. Warranty: Vendor shall warrant all parts supplied to be new and unused. Vendor shall replace defective parts within 1 year of installation date at no cost to the Tollway. All warranty repairs shall be performed whenever possible on-site at a Tollway location. Vendor shall begin warranty repairs within 48 hours of notification from the Tollway. Vendor shall complete warranty repairs within 5 business days and send updates to the Tollway every 48 hours with regards to the status of the repairs. If the Tollway agrees that a unit needs to be returned to the Vendor for a major repair, the Vendor shall be responsible for the transportation.

1.1.5. Return of Goods: The Illinois Tollway may find it necessary to return materials purchased under the contract if they become unusable due to a change in requirement. The Vendor shall agree to credit the purchase price to the Illinois Tollway for any returned items obtained through the contract. It is understood and agreed that such returned items shall be clean, undamaged, and in a saleable condition. This return agreement shall be in effect for a period of ninety (90) days from the termination date of the contract even though the vendor does not hold the contract at the time the return is made.

1.1.6. Mis-shipments and Defective Merchandise:

1.1.6.1 The Vendor shall be responsible for any incorrect or damaged shipments and defective merchandise. The Vendor shall make arrangements with their common carrier or company personnel to pick-up any unacceptable materials within forty-eight (48) business hours of notification.

1.1.6.2 The Vendor shall replace the incorrect, damaged, or defective merchandise or issue a credit within ten (10) business days of the return. If the replacement merchandise or a credit is not received within ten (10) business days, the Tollway shall deduct the amount of the return from any outstanding invoice at the time of payment.

v.25.2

1.1.6.3 The Tollway shall not be subject to restocking charges due to Vendor error.

1.1.6.4 The Illinois Tollway shall not pay any restocking charges for incorrect, damaged, or defective items returned under the contract.

1.1.7. Back Orders: Electronic or written notification of backordered ITS Replacement Parts shall be sent immediately to the Tollway. For any back orders for materials manufactured prior to ordering that cannot be filled within ten (10) business days, the Tollway shall have the option of accepting or canceling the backorder or the Tollway may submit a request for a substitute.

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.

1.3. MILESTONES AND DELIVERABLES:

1.3.1 After receipt of the Tollway order, deliveries shall be made within seven (7) working days after the Estimated Lead Time for the Item Number ordered. Lead Time is defined as: the number of weeks from point of receipt of the Tollway order until shipment of the order to the Tollway.

Vendor shall submit itemized invoices within fifteen (15) days of each delivery to the Tollway. Invoices shall be marked to the attention of the Contract Invoice Administrator and delivered to the Illinois Tollway, P.O. Box 3094, in Lisle, IL 60532.

Electronic delivery of Order Confirmation, Invoicing, Product/Delivery/Warranty Information, etc. may be delivered to: isoft@getipass.com , cc to rglaz@getipass.com , thutchin@getipass.com .

1.3.1 PAYMENT DATA REPORTING REQUIREMENT: BEP/VOSB Payment

reporting, in such form or format as specified by the Tollway, must be submitted as specified in the Contract Compliance Payment Reporting Instructions posted on the Tollway’s website.

The contractor shall maintain a record of payments to BEPs and all other subcontractor and suppliers for work performed. The records shall be made available to ISTHA for inspection and copying upon request. After the performance of the final item of work or delivery of material by a BEP and final payment to the BEP by the contractor, but not later than thirty (30) calendar days after payment has been made by ISTHA to the Contractor for such work or material, the contractor shall submit partial and final waivers of lien via B2GNow. Not complying with this requirement may delay processing of pay estimates and/or retainage.

The Tollway requires contractors to report all payments received and/or paid to other firms pursuant to this contract in the mailto:isoft@getipass.com mailto:rglaz@getipass.com mailto:thutchin@getipass.com v.25.2 form prescribed by the Tollway. All active Tollway vendors/contractors/consultants will be required to use B2GNow.

Both diverse and non-diverse subcontractor payments must be reported and confirmed monthly in the system at B2Gnow is the Tollway monitoring system and can be found at:

https://iltollway.diversitysoftware.com (If hyperlink does not load, copy and paste the address into your web browser’s address bar)

1.3.2 Storage Facility: (Must be available upon contract execution)

• A permanent indoor fenced and access-controlled storage location(s) that is occupied by the Contractor within the Illinois Tollway systemwide borders or limits for Spare Parts such as ITS cameras, components, switches, cabling, electrical equipment, and all ancillary items as required per the contract. This area shall be dedicated for this Tollway contract and separated from any other Contractor owned or rented material and/or equipment. Minimum 1000 sq ft.

• A permanent dedicated outdoor fenced and access-controlled storage location(s) that is occupied by the Contractor within the Illinois Tollway systemwide borders or limits for Spare Parts. This area shall be dedicated for this Tollway contract and be separated from any other Contractor owned or rented material and/or equipment.

Minimum 2000 sq ft.

• An electronic based inventory asset management system to manage the Tollway Spare Parts or stock/inventory that also has ability to generate reports.

1.3.3 Maintenance Vehicles and Related Equipment (Vendor shall have access to, or provide the equipment listed below, the Tollway will not provide any items on the list)

• Pick-Up/Service/Dump Trucks

• Bucket Trucks with 30 ft, 50 ft, and 70 ft Boom Extensions

• Truck Mounted Attenuator (TMA)

• Digger Derrick/Auger Crane-Mounted Truck

• Backhoe/Mini-Excavator/Trencher/Cable Plow

• Directional Drill/Boring Machine

• Skid Steer Loader/Bobcat

• Flatbed/Cable Trailers

• Crane/Knuckle Boom

1.4. VENDOR/STAFF SPECIFICATIONS: The Vendor shall be the manufacturer or an authorized dealer/distributor of the proposed items or be capable of providing genuine parts, assemblies and/or accessories as supplied by the original equipment manufacturer (OEM). Further, the Vendor shall be capable of furnishing original product warranty and manufacturer’s related services such as product information, product recall notices, etc.

https://iltollway.diversitysoftware.com/ v.25.2

The Tollway may require the bidder to submit a letter from the manufacturer which authorizes their distribution of this product.

1.4.1 Axis Solution Gold Partner: (Certification certificate is required with bid submittal documents) Vendor shall have at least two (2) technicians that have been trained, tested, and certified via the Axis Academy for CCTV cameras. The Gold status allows the Contractor to get a prioritized level of technical support from Axis.

1.4.2 Vaisala System Certified Partner: (Certification certificate is required with bid submittal documents) The technician working on any Road Weather Information System (RWIS) shall have been trained and certified with Vaisala to be able to obtain support on the system level. Also, please note that there are two (2) separate models or types of Vaisala RWIS systems currently in operation on the Illinois Tollway system, so the Contractor needs to have been trained and certified on both models and types.

1.4.3 Ledstar Training Program:

Contractor shall have been trained and certified by Ledstar for LED Dynamic Message and Lane Control Signs (DMS/LCS) which includes use of the LedMaster + control software.

1.4.4 Daktronics Standard Training:

Contractor shall have been trained by Daktronics for Dynamic Message Signs (DMS) which includes use of the Vanguard control software.

1.4.5 Sensys Networks: (Training certificate is required with bid submittal documents) Contractor shall have completed field training for installation, configuration, and troubleshooting from Sensys for the wireless vehicle detection system so that the Contractor can obtain technical support directly from Sensys.

1.4.6 Labor Experience: Vendor shall have:

• Five (5)+ years’ similar experience providing the Intelligent Transportation Systems (ITS) maintenance services on a transportation system containing high-speed limited-access highway.

• Experience with the roadway standards, criteria, guidelines, policies, and procedures for managing traffic control on a highway system including implementation of work zone and temporary traffic control practices.

• Training and directly applicable experience for installation and troubleshooting of ITS field devices, related communications (e.g., serial/network communications and NTCIP protocols), and corresponding software applications such as: wireless, microwave radar, and Bluetooth vehicle detection systems; CCTV cameras; Weigh- In-Motion (WIM) scale and sensor systems; Road Weather Information Systems (RWIS); Dynamic Message and Lane Control Signs (DMS/LCS); and fiber optic data transmission systems.

• Personnel (e.g., field technicians, electricians, helpers/laborers, technical specialists, etc.) used for response and preventative ITS maintenance services, which includes performing repairs, troubleshooting, testing, installation of equipment, and/or any v.25.2 site inspections of ITS field equipment operations requires a minimum or proficient skill levels comprising as follows:

• Occupational Safety and Health Administration (OSHA) 30-hour certification National Electric Code (NEC) compliance and related certifications, specifically the National Fire Protection Association (NFPA) 70E, Standard for Electrical Safety in the Workplace, along with Article 250 for electrical grounding and bonding

• International Municipal Signal Association (IMSA) certification(s)

• Knowledgeable and proficient in the basic terminology, use, and the operation of computers along with electrical, fiber, and network standard test equipment (e.g., power meter, OTDR, true-RMS digital multi-voltmeter, amp clamp meter, ground

• resistance meter, etc.)

• Hands-on skills and certified fiber optic training that includes familiarity and experience with fiber optic cable installations and associated equipment

1.4.7 Prevailing Wage: This contract calls for the construction of a “public work”, within the meaning of the Illinois Prevailing Wage Act, 820 ICLS 130/.01 et seq. (“the Act”) or is a service contract subject to the prevailing wage requirements of the Illinois Procurement Code, 30 ILCS 500/25-60 (the “Code”). The Act requires contractors and subcontractors to pay laborer’s, workers and mechanics performing services on public works projects no less than the current “prevailing rate of wages” (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Code requires vendors awarded certain service contracts to pay service workers no less than the general prevailing wage rates of hourly wages (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Illinois Department of Labor publishes the prevailing wage rates on its website at http://labor.illinois.gov. The Illinois Department of Labor revises the prevailing wage rates and the contractor/subcontractor has an obligation to check the Illinois Department of Labor’s website for revisions to prevailing wage rates, please refer to the Illinois Department of Labor’s website. All contractors and subcontractors rendering services under this contract must comply with all requirements of the Act and Code, including but not limited to, all wage requirements and notice and record keeping duties.

1.5. TRANSPORTATION AND DELIVERY: Delivery shall be FOB (Freight on Board) destination to the Illinois Tollway’s ITS Contractor. Monday through Friday, between 7:30 a.m. and 2:30 p.m. CT except State holidays.

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be utilized? Yes No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Standard Illinois Certifications completed by the subcontractor.

All small purchase contracts with an annual value that exceeds $50,000 must include Standard Illinois Certifications completed by the Vendor.

1.6.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the Contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the

State the Financial Disclosures and Conflicts of Interest for that subcontractor.

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

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

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

v.25.2

• Location where services will be performed: Click here to enter text

• Value of services performed at this location: Click here to enter text

• Location where services will be performed: Click here to enter text

• Value of services performed at this location: Click here to enter text v.25.2

2. PRICING

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

2.2. VENDOR’S PRICING: All pricing must be entered into Bid Buy to be deemed responsive. Bidder should bid on all line items, inclusive of any renewal terms, to be deemed responsive. Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this Contract the BidBuy Purchase Order as it contains the agreed pricing.

2.3. ECONOMIC ADJUSTMENTS:

“This section has been left blank intentionally.”

2.3.1. Vendor’s renewal pricing is per the quote upon which the award was determined. Quote number

(ENTER QUOTE NUMBER). The awarded quote number will be entered by the State prior to execution of the Contract.

2.4. RENEWAL COMPENSATION: If the Contract is renewed, the price shall be at the same rate as for the initial

Contract term, unless a different compensation or formula for determining the renewal compensation is stated in Section 2.3.

2.5. MAXIMUM AMOUNT: The total payments under the initial term of this Contract shall not exceed $Click here to enter text without a formal amendment. The maximum amount will be entered by the State prior to execution of the Contract.

v.25.2

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The Contract will have an initial term of three (3) years, commencing upon the last dated signature of the Parties. In no event will the maximum total term of the Contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the Contract prior to final execution of the Contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2 RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s):

• Renewal #1: April 1, 2028 through April 1, 2030 (Anticipated)

Any renewal of the resulting Contract is subject to the same terms and conditions that apply to the initial term of the Contract unless otherwise provided. The State may renew the Contract for any or all of the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The Contract may neither renew automatically nor renew solely at the Vendor’s option.

3.2. 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.

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

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this Contract up to and including the date of termination.

3.4. 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 v.25.2 an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

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4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State

Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a Contract of $1,000 or more under Section

20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the Contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

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

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the

Contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective Contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This Contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this Contract, and the amount billed and expenses incurred are as allowed in this Contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

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

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

https://labor.illinois.gov/

Send invoices to:

Agency: Illinois Tollway Attn: Accounts Payable Address: PO Box 3094 City, State Zip: Lisle, IL 60532-8094 Emails: FinanceInvoices@getipass.com

For procurements conducted in BidBuy, the Agency may include in this Contract the BidBuy Purchase Order as it contains the Bill To address.

4.2. ASSIGNMENT: This Contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with Contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this Contract.

Vendor must receive prior written approval before use of any subcontractors in the performance of this Contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this Contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this Contract. All subcontracts must include the same certifications that Vendor must make as a condition of this Contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this Contract and any subcontract necessary to support amounts charged to the State pursuant this Contract or a 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.

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4.5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this Contract. Vendor shall continue to perform its obligations while any dispute concerning this Contract is being resolved unless otherwise directed by the State.

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this Contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this Contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this Contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this Contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this Contract shall be disseminated except as authorized by law or with the written consent of the disclosing Party, either during the period of this Contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this Contract, in whatever form it is maintained, promptly at the end of this Contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this Contract.

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s v.25.2 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. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the State shall be made on that basis.

4.12. 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.

4.13. 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.

4.14. 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.

4.15. APPLICABLE LAW:

4.15.1. PREVAILING LAW: This Contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois without regard to conflict of law principles.

PREVAILING WAGE: This contract calls for the construction of a “public work”, within the meaning of the Illinois Prevailing Wage Act, 820 ICLS 130/.01 et seq. (“the Act”) or is a service contract subject to the prevailing wage requirements of the Illinois Procurement Code, 30 ILCS 500/25-60 (the “Code”). The Act requires contractors and subcontractors to pay laborer’s, workers and mechanics performing services on public works projects no less than the current “prevailing rate of wages” (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Code requires vendors awarded certain service contracts to pay service workers no less than the general prevailing wage rates of hourly wages (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Illinois Department of Labor publishes the prevailing wage rates on its website at http://labor.illinois.gov. The Illinois Department of Labor revises the prevailing wage rates and the contractor/subcontractor has an obligation to check the Illinois Department of Labor’s website for revisions to prevailing wage rates, please refer to the Illinois Department of Labor’s website. All contractors and subcontractors rendering services under this contract must comply with all requirements of the Act and Code, including but not limited to, all wage requirements and notice and record keeping duties.

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4.15.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.15.3. ARBITRATION: The State shall not enter into binding arbitration to resolve any dispute arising out of this Contract.

4.15.4. 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).

4.16. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this Contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.17. 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.

4.18. 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.

4.19. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the 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.

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

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

4.22. FREEDOM OF INFORMATION ACT: This Contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this Contract. 5 ILCS 140.

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

4.24. WARRANTIES FOR SUPPLIES AND SERVICES:

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

4.24.2. 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.

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