The following informaƟon will become the Contract between the awarded vendor and the Illinois State Toll Highway Authority. InstrucƟons and requirements to submit a bid response are found in the aƩachment Ɵtled “InvitaƟon for Bid Vendor InstrucƟons and Requirements.”

State of Illinois Contract v.25.3

The Illinois State Toll Highway Authority Contract #24-0143 Bituminous Hot and Cold Mix

25-557THA-ENGRD-B-43976

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 promoƟng 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 vendor to supply Bituminous Hot Mix and Bituminous Pre-Mix, commonly known as Cold Mix, to each of our maintenance locaƟons (See Exhibit 1 for locaƟons). Bids are accepted per locaƟon. You are not required to bid on all locaƟons, but when bidding on a locaƟon you must bid on all items in that locaƟon to be found responsive.The Illinois Tollway requires an IDOT-approved “N70” 9.5mm surface mix meeƟng the requirements of Tollway Asphalt Mixtures Special Provisions (Appendix C), Tollway Reclaimed Asphalt Materials Special Provisions (Appendix D), and IDOT Standard SpecificaƟon SecƟon 1030 for Bituminous Hot Mix (Appendix B). For Bituminous Pre-Mix, the Tollway requires a Proprietary Bituminous Pre-mix meeƟng the M120-16 specificaƟon found in the IDOT Materials “M” SpecificaƟons.

1.2.11 INSPECTION: The Tollway Engineer or authorized representaƟve shall have access at any Ɵme to all parts of the plant to verify weights or proporƟons and character of materials used in the preparaƟon of the mixture. The manufacturer shall make available such faciliƟes as may be required for inspecƟon and for collecƟng and forwarding samples of the bituminous mixture to the department.

1.2.12 QUANTITIES: It should be expressly understood that the esƟmated quanƟƟes specified in these contract documents are for the purpose of establishing unit prices. The Tollway may, over the Ɵme frame of the Contract, place orders for more or less than the esƟmated values stated. The minimum quanƟty per order will be two (2) tons.

1.2.13 SAMPLES: Samples may be required for evaluaƟon purposes. The Tollway reserves the right to inspect the stockpile prior to and during the resulƟng contract period. AddiƟonally, samples may be collected for tesƟng during or following each inspecƟon.

v.25.3

The Illinois Tollway SpecificaƟons can be found in the aƩached Appendices and the IDOT SpecificaƟons can be found online at:

IDOT Standard SpecificaƟons

Standard SpecificaƟons (illinois.gov)

IDOT Materials “M” SpecificaƟons

References (illinois.gov)

1.3. MILESTONES AND DELIVERABLES:

TICKETS: Vendor shall supply Ɵckets when material is picked up by Tollway personnel. All pick-up Ɵckets shall have sufficient space for receiver’s signatures, idenƟficaƟon of material, date of pick-up, type, quanƟty and net weight of the material.

INVOICES: Vendor shall submit itemized invoices within fiŌeen (15) days of each pickup to the Tollway.

Invoices shall be marked to the aƩenƟon of the Contract Invoice Administrator and delivered to the Illinois Tollway, P.O. Box 3094, in Lisle, IL 60532 or email to FinanceInvoices@geƟpass.com.

1.4. VENDOR/STAFF SPECIFICATIONS: The Vendor(s) must have a Bituminous Hot Mix generaƟng facility within 30 miles of any point on the Illinois Tollway system to be eligible for award. The vendor must enter their facility addess in the alternate descripƟon field in Bidbuy for each locaƟon they will be bidding on. Each line item shall be awarded to a responsive and responsible bidder. If there is an award made, there will be one vendor awarded per locaƟon.

1.5. TRANSPORTATION AND DELIVERY: All hot mix and pre-mix (cold mix) items will be picked up by Illinois

Tollway personnel at the vendor producƟon locaƟon(s).

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be uƟlized? Yes No

A subcontractor is a person or enƟty that enters into a contractual agreement with a total value of $100,000 or more with a person or enƟty who has a contract subject to the Illinois Procurement Code pursuant to which the person or enƟty provides some or all of the goods, services, real property, remuneraƟon, or other monetary forms of consideraƟon 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 CerƟficaƟons completed by the subcontractor.

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

v.25.3

1.6.2. Please idenƟfy below subcontracts with an annual value of $100,000 or more that will be uƟlized in the performance of the Contract, the names and addresses of the subcontractors, and a descripƟon 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

DescripƟon 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

DescripƟon 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 Ɵme during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly noƟfy, in wriƟng, 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 secƟon all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violaƟon of this provision, such acƟon may be deemed by the State as a breach of the Contract by Vendor.

Vendor shall disclose the locaƟons where the services required shall be performed and the known or anƟcipated value of the services to be performed at each locaƟon. If the Vendor received addiƟonal consideraƟon in the evaluaƟon based on work being performed in the United States, it shall be a breach of Contract if the Vendor shiŌs any such work outside the United States.

LocaƟon where services will be performed: Click here to enter text

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

LocaƟon where services will be performed: Click here to enter text

Value of services performed at this locaƟon: Click here to enter text v.25.3

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 esƟmated at the Ɵme it is submiƩed for obligaƟon. The total price of this Contract is esƟmated.

2.1.1. VENDOR’S PRICING: 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. Vendor shall submit pricing in the line items on BidBuy, based on the terms and condiƟons set forth in secƟon 1 of this Contract.

2.1.2. Pricing shall be submiƩed in the following format: The Tollway is providing the vendor informaƟon in the table below for determining a low bidder. Vendor must bid on all line items within each locaƟon to be deemed responsive. Bids are accepted per locaƟon. You are not required to bid on all locaƟons, but when bidding on a locaƟon you must bid on all items in that locaƟon to be found responsive. The esƟmated quanƟƟes of this contract shall be based on a period of two (2) years; unit prices shall remain firm for the term of the contract. If an award should be made, one vendor will be awarded per locaƟon.

2.1.3. All prices should be undelivered pricing. There will be no addiƟonal allotment for shipping cost as the Tollway will pick-up all materials.

Line Item

Tollway Item

Number LocaƟon DescripƟon

EsƟmated QuanƟty for a 2 year term (2 Ton min. per order)

Unit Price Per Ton

Extension (Unit Price x EsƟmated

QuanƟƟes)

1 37561 M1 Bituminous Hot Mix (“N70” 9.5mm surface mix)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

2 142149 M1 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

3 37561 M2 Bituminous Hot Mix (“N70” 9.5mm surface mix)

50 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

4 142149 M2 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

5 37561 M3 Bituminous Hot Mix (“N70” 9.5mm surface mix)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

6 142149 M3 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

7 37561 M4 Bituminous Hot Mix (“N70” 9.5mm surface mix)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy v.25.3

Line Item

Tollway Item Number

LocaƟon DescripƟon

EsƟmated QuanƟty for a 2 year term (2 Ton min per order)

Unit Price Per Ton

Extension (Unit Price x EsƟmated QuanƟƟes)

8 142149 M4 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

9 37561 M5 Bituminous Hot Mix (“N70” 9.5mm surface mix)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

10 142149 M5 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

11 37561 M6 Bituminous Hot Mix (“N70” 9.5mm surface mix)

50 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

12 142149 M6 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

13 37561 M7 Bituminous Hot Mix (“N70” 9.5mm surface mix)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

14 142149 M7 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

15 37561 M8 Bituminous Hot Mix (“N70” 9.5mm surface mix)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

16 142149 M8 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

17 37561 M11 Bituminous Hot Mix (“N70” 9.5mm surface mix)

50 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

18 142149 M11 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

19 37561 M12 Bituminous Hot Mix (“N70” 9.5mm surface mix)

50 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

20 142149 M12 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy v.25.3

Line Item

Tollway Item Number

LocaƟon DescripƟon

EsƟmated QuanƟty for a 2 year term (2 Ton min Per order)

Unit Price Per Ton

Extension (Unit Price x EsƟmated QuanƟƟes)

21 37561 M14 Bituminous Hot Mix (“N70” 9.5mm surface mix)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

22 142149 M14 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

23 37561 M16 Bituminous Hot Mix (“N70” 9.5mm surface mix)

50 Tons Enter Pricing in BidBuy

Enter Pricing in BidBuy

24 142149 M16 Bituminous Pre- Mix (M120-16 specificaƟon)

75 Tons Enter Pricing in BidBuy

2.2. ECONOMIC ADJUSTMENTS:

“This secƟon has been leŌ blank intenƟonally.”

2.2.1. 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 execuƟon of the Contract.

2.2.2. RENEWAL COMPENSATION: If the Contract is renewed, the price shall be at the same rate as for the iniƟal Contract term, unless a different compensaƟon or formula for determining the renewal compensaƟon is stated in SecƟon 2.3.

2.2.2.1. There are no renewal opƟons in this contract.

2.3. 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.25.3

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The Contract shall have an iniƟal term of (2) years, commencing upon the last dated signature of the ParƟes. In no event will the maximum total term of the Contract, including the iniƟal 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 execuƟon of the Contract except when permiƩed pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: “This secƟon has been leŌ blank intenƟonally.”

3.2. TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in part, immediately upon noƟce to the Vendor if: (a) the State determines that the acƟons or inacƟons 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 noƟfied the State that it is unable or unwilling to perform the Contract.

If Vendor fails to perform to the State’s saƟsfacƟon any material requirement of this Contract, is in violaƟon 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 wriƩen noƟce to the Vendor to cure the problem idenƟfied within the period of Ɵme specified in the State’s wriƩen noƟce. If not cured by that date the State may either: (a) immediately terminate the Contract without addiƟonal wriƩen noƟce or (b) enforce the terms and condiƟons of the Contract.

For terminaƟon due to any of the causes contained in this SecƟon, 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 wriƩen noƟce to Vendor, terminate this Contract in whole or in part and without payment of any penalty or incurring any further obligaƟon to the Vendor.

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

3.4. AVAILABILITY OF APPROPRIATION: This Contract is conƟngent upon and subject to the availability of funds.

The State, at its sole opƟon, may terminate or suspend this Contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriaƟon sufficient to pay such obligaƟon, 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 appropriaƟon(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discreƟon or as directed by the Office of the Governor, that a reducƟon is necessary or advisable based upon actual or projected budgetary consideraƟons. Contractor will be noƟfied in wriƟng of the failure of appropriaƟon or of a reducƟon or decrease.

v.25.3

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 SecƟon

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 AdministraƟve 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 execuƟon of this Contract by the ParƟes even if the effecƟve date of the Contract is prior to execuƟon.

4.1.4. PREVAILING WAGE: As a condiƟon 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 respecƟve Contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, prinƟng, 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 noƟficaƟon of any rate changes under this subsecƟon. Vendor is responsible for contacƟng DOL at 217-782-6206 or (hƩps://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This Contract may be parƟally 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 noƟce of intent to award.

4.1.6. INVOICING: By submiƫng an invoice, Vendor cerƟfies 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 submiƩed 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 exempƟon number and Federal tax exempƟon informaƟon.

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

Send invoices to:

Agency: Illinois Tollway AƩn: Accounts Payable Address: PO Box 3094 City, State Zip: Lisle, IL 60532-8094 Emails: FinanceInvoices@geƟpass.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 wriƩen consent of the State.

4.3. SUBCONTRACTING: For purposes of this secƟon, 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 wriƩen approval before use of any subcontractors in the performance of this Contract. Vendor shall describe, in an aƩachment if not already provided, the names and addresses of all authorized subcontractors to be uƟlized by Vendor in the performance of this Contract, together with a descripƟon of the work to be performed by the subcontractor and the anƟcipated 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 fiŌeen (15) days aŌer execuƟon of this Contract. All subcontracts must include the same cerƟficaƟons that Vendor must make as a condiƟon of this Contract. Vendor shall include in each subcontract the Standard Illinois CerƟficaƟon form available from the State. If at any Ɵme during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly noƟfy, by wriƩen 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 relaƟng 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 informaƟon 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 compleƟon of the Contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or compleƟon of the subcontract. If Federal funds are used to pay Contract costs, the Vendor and its subcontractors must retain their respecƟve records for five

(5) years. Books and records required to be maintained under this secƟon shall be available for review or audit by representaƟves of the procuring Agency, the Auditor General, the ExecuƟve Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental enƟƟes with monitoring authority, upon reasonable noƟce and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any invesƟgaƟon conducted by any of these enƟƟes. Failure to maintain books and records required by this secƟon shall establish a presumpƟon 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 examinaƟon of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this Contract. Vendor shall conƟnue to perform its obligaƟons 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 wriƟng, 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 duƟes and obligaƟons 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 prohibiƟon. The non-declaring Party may cancel this Contract without penalty if performance does not resume within thirty (30) days of the declaraƟon.

4.8. CONFIDENTIAL INFORMATION: Each Party to this Contract, including its agents and subcontractors, may have or gain access to confidenƟal data or informaƟon owned or maintained by the other Party in the course of carrying out its responsibiliƟes under this Contract. Vendor shall presume all informaƟon received from the State or to which it gains access pursuant to this Contract is confidenƟal. Vendor informaƟon, unless clearly marked as confidenƟal and exempt from disclosure under the Illinois Freedom of InformaƟon Act, shall be considered public. No confidenƟal data collected, maintained, or used in the course of performance of this Contract shall be disseminated except as authorized by law or with the wriƩen consent of the disclosing Party, either during the period of this Contract or thereaŌer. 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 noƟfy the disclosing Party in wriƟng of its destrucƟon. The foregoing obligaƟons shall not apply to confidenƟal data or informaƟon lawfully in the receiving Party’s possession prior to its acquisiƟon from the disclosing Party; received in good faith from a third Party not subject to any confidenƟality obligaƟon to the disclosing Party; now is or later becomes publicly known through no breach of confidenƟality obligaƟon by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidenƟal informaƟon.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Contract, whether wriƩen 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 wriƟng. Vendor hereby assigns to the State all right, Ɵtle, 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 connecƟon with the work. Vendor acknowledges the State may use the work product for any purpose. ConfidenƟal data or informaƟon contained in such work shall be subject to the confidenƟality 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, liabiliƟes, seƩlements and judgments, including in-house and contracted aƩorneys’ fees and expenses, arising out of: (a) any breach or violaƟon by Vendor of any of its cerƟficaƟons, representaƟons, warranƟes, 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.25.3 negligent performance; (c) any act, acƟvity or omission of Vendor or any of its employees, representaƟves, 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 ArƟcle VIII, SecƟon 1(a),(b) of the ConsƟtuƟon of the State of Illinois and 1973 Illinois AƩorney General Opinion 78, the State may not indemnify private parƟes absent express statutory authority permiƫng the indemnificaƟon. Neither Party shall be liable for incidental, special, consequenƟal, or puniƟve damages.

4.11. INSURANCE: The Vendor shall procure and maintain for the duraƟon of the contract, insurance against claims for injuries to persons or damage to property which may arise from or in connecƟon with the performance of the work by the Vendor, its agents, representaƟves, employees, or subcontractors.

Minimum Scope and Limits of Insurance: Coverage shall be at least as broad as:

1. Commercial General Liability coverage on an unmodified, Insurance Service Office “Occurrence” form, current ediƟon or an alternaƟve form providing equivalent protecƟon, with limits of liability of not less than $1,000,000 each occurrence for bodily injury, personal injury, and property damage and $2,000,000 general aggregate, and $2,000,000 products/completed operaƟons aggregate.

2. Automobile Liability on an unmodified, Insurance Service Office form, current ediƟon or an alternaƟve form providing equivalent protecƟon, with limit of liability of not less than $1,000,000 combined single limit per accident for bodily injury and property damage.

3. Workers CompensaƟon insurance as required by the State of Illinois providing statutory benefits, and Employers’ Liability of not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit, including voluntary compensaƟon.

4. Professional Liability insurance providing coverage for the acts, errors, and omissions for the services to be provided for this contract, with limits of not less that $1,000,000 per claim and $3,000,000 aggregate for all claims each year.

The Illinois State Toll Highway Authority together with its officials, directors, and employees, shall be named “AddiƟonal Insured” as part of the commercial general liability and automobile liability coverage. The policies shall be primary for the AddiƟonal Insured and not contribuƟng with any other insurance or similar protecƟon available to the AddiƟonal Insured, whether said other coverage be primary, contribuƟng or excess. Policies shall contain a waiver of subrogaƟon waiving any rights of recovery that the insurer(s) may have against the Illinois Tollway and its officials, directors, and employees.

Each insurance policy required above shall not be canceled, except with prior wriƩen noƟce to the Illinois Tollway.

All deducƟbles or self-insured retenƟons must be declared to and accepted by the Illinois Tollway.

The insurance companies providing coverage shall be rated by A.M. Best Company with a Financial Strength raƟng of “A-” or beƩer and a financial size category of not less than “VII”.

Insurance coverage shall not limit Vendor’s obligaƟon to indemnify, defend or seƩle any claims.

Work shall not commence unƟl insurance required by this secƟon has been obtained and documentaƟon has been submiƩed to and accepted by the Illinois Tollway. Proof of insurance shall include copies of the applicable “addiƟonal insured” endorsements for the review of and approval by the Illinois Tollway. Any failure by the Illinois Tollway to request proof of insurance will not waive the requirement for procuring and maintaining the minimum insurance coverages specified.

4.12. 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.

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

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

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

4.16. APPLICABLE LAW:

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

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

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

4.16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislaƟon/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of acƟon it has arising under Federal or State anƟtrust laws relaƟng to the subject maƩer of this Contract, then upon request of the Illinois AƩorney General, Vendor shall assign to the State all of Vendor’s rights, Ɵtle and interest to the claim or cause of acƟon.

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

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

v.25.3

4.20. NOTICES: NoƟces and other communicaƟons provided for herein shall be given in wriƟng via electronic mail whenever possible. If transmission via electronic mail is not possible, then noƟces and other communicaƟons shall be given in wriƟng via registered or cerƟfied 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 Ɵme of successful receipt. NoƟces shall be sent to the individuals who signed this Contract using the contact informaƟon following the signatures. Each such noƟce shall be deemed to have been provided at the Ɵme it is actually received. By giving noƟce, either Party may change its contact informaƟon.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modificaƟons and waivers must be in wriƟng and signed by authorized representaƟves of the ParƟes. 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 ParƟes’ intent. All provisions that by their nature would be expected to survive, shall survive terminaƟon. In the event of a conflict between the State’s and the Vendor’s terms, condiƟons and aƩachments, the State’s terms, condiƟons and aƩachments shall prevail.

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

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

4.24. 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.

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this Contract will: (a) conform to the standards, specificaƟons, drawing, samples or descripƟons furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specificaƟons aƩached 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 wriƟng, and fit and sufficient for the intended use; (c) comply with all Federal and State laws, regulaƟons and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good Ɵtle 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 limitaƟons, reasonable aƩorney’s fees and expenses, arising from failure of the supplies to meet such warranƟes.

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

4.25.3. Vendor warrants that all services will be performed to meet the requirements of this Contract in an efficient and effecƟve manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in v.25.3 accordance with this Contract, who is disrupƟve or not respecƞul of others in the workplace, or who in any way violates the Contract or State policies.

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

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

v.25.3

5. STATE SUPPLEMENTAL PROVISIONS

Agency DefiniƟons

Required Federal Clauses, CerƟficaƟons and Assurances

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

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

ILLINOIS TOLLWAY SUPPLEMENTAL PROVISIONS

5.1. Order of Precedence: This Contract InvitaƟon for Bid (IFB), taken together, comprises the Contract between the parƟes. With respect to any inconsistency or conflict among these documents the following order of precedence shall prevail:

1. This Contract

2. The IFB Vendor InstrucƟons and Requirements

3. Other submissions received aŌer the iniƟal proposal as part of the renegoƟaƟon process, if applicable and agreed upon

5.2. Agents and Employees: Vendor shall be responsible for the negligent acts and omissions of its agents, employees and if applicable, subcontractors in their performance of Vendor’s duƟes under this Contract. Vendor represents that it shall uƟlize the services of individuals skilled in the profession for which they will be used in performing services or supplying goods hereunder. In the event that the Tollway determines that any individual performing services or supplying goods for Vendor hereunder is not providing such skilled services or delivery of goods, it shall promptly noƟfy the Vendor and the Vendor shall replace that individual.

5.3. Publicity: Vendor shall not, in any adverƟsement or any other type of solicitaƟon for business, state, indicate or otherwise imply that it is under contract with the Tollway, nor shall the Tollway’s name be used in any such adverƟsement or solicitaƟon without prior wriƩen approval except as required by law.

5.4. ConsultaƟon: Vendor shall keep the Tollway fully informed as to the progress of maƩers covered by this Contract. Where Ɵme permits and Vendor is not otherwise prohibited from so doing, Vendor shall offer the Tollway the opportunity to review relevant documents prior to filing with any public body or adversarial party.

5.5. Third Party Beneficiaries: There are no third-party beneficiaries to this Contract. This Contract is intended only to benefit the Tollway and the Vendor.

v.25.3

5.6. Successors in Interest: All the terms, provisions, and condiƟons of the Contract shall be binding upon and inure to the benefit of the parƟes hereto and their respecƟve successors, assigns and legal representaƟves.

5.7. Vendor’s TerminaƟon DuƟes: The Vendor, upon receipt of noƟce of terminaƟon or upon request of the Tollway, shall:

5.7.1. Cease work under this Contract and take all necessary or appropriate steps to limit disbursements and minimize costs, and furnish a report within thirty (30) days of the date of noƟce of terminaƟon, describing the status of all work under the Contract, including, without limitaƟon, results accomplished, conclusions resulƟng there from, any other maƩers the Tollway may require;

5.7.2. Immediately cease using and return to the Tollway any personal property or materials, whether tangible or intangible, provided by the Tollway to the Vendor;

5.7.3. Comply with the Tollway’s instrucƟons for the Ɵmely transfer of any acƟve files and work product produced by the Vendor under this Contract;

5.7.4. Cooperate in good faith with the Tollway, its employees, agents and contractors during the transiƟon period between the noƟficaƟon of terminaƟon and the subsƟtuƟon of any replacement contractor;

5.7.5. Immediately return to the Tollway any payments made by the Tollway for services that were not rendered by the Vendor.

5.8. Inspector General: The Vendor hereby acknowledges that pursuant to SecƟon 8.5 of the Toll

Highway Act (605 ILCS 10/8.5) the Inspector General of The Illinois State Toll Highway Authority (OIG) has the authority to conduct invesƟgaƟons into certain maƩers including but not limited to allegaƟons of fraud, waste and abuse, and to conduct reviews. The Vendor will fully cooperate in any OIG invesƟgaƟon or review. CooperaƟon includes providing access to all informaƟon and documentaƟon related to the goods/services described in this Contract and disclosing and making available all personnel involved or connected with these goods/services or having knowledge of these goods/services. All subcontracts must include language informing subcontractors of this provision and their duty to comply.

5.9. OverƟme: If overƟme is contemplated and provided for in this Contract, all work performed by

Vendor at overƟme rates shall be pre-approved by the Tollway.

5.10. Venue and Illinois Law: Any claim against the Tollway arising out of this Contract must be filed exclusively with Circuit Court for the Eighteenth Judicial Circuit, DuPage County, Illinois or the U.S.

District Court for the Northern District of Illinois.

5.10.1. Whenever “State” is used or referenced in this Contract, it shall be interpreted to mean

The Illinois State Toll Highway Authority.

5.10.2. The State Prompt Payment Act (30 ILCS 40) does not apply to the Tollway. Therefore, the first two sentences of paragraph 4.1.1. are inapplicable to this Contract.

5.10.3. The Tollway is not currently an appropriated agency. Therefore, to the extent paragraph

3.4. concerns the Tollway being an appropriated agency, it does not apply.

v.25.3

5.10.4. The invoice submission deadline included in the second sentence of above paragraph

4.1.6. does not apply to the Tollway. Therefore, the second sentence of paragraph 4.1.6 is inapplicable to this Contract. However, the remainder of paragraph 4.1.6 remains in effect.

5.11. Report Of a Change in Circumstances: The Vendor agrees to report to the Tollway, as soon as pracƟcally possible, but no later than 21 days following, any change in facts or circumstances that might impact the Vendor’s ability to saƟsfy its legal or contractual responsibiliƟes and obligaƟons under this Contract. Required reports include, but are not limited to, changes in the Vendor’s CerƟficaƟon/Disclosure Forms, the Vendor’s IDOT pre-qualificaƟon, or any cerƟficaƟon or licensing required for this project. AddiƟonally, Vendor agrees to report to the Tollway within the above Ɵmeframe any arrests, indictments, convicƟons or other maƩers involving the Vendor, or any of its principals, that occur while this Contract is in effect. This reporƟng requirement does not apply to minor offenses, including but not limited to traffic/vehicle offenses.

Further, the Vendor agrees to incorporate substanƟally similar reporƟng requirements into the terms of any and all subcontracts relaƟng to work performed under this agreement. The Vendor agrees to forward or relay to the Tollway any reports received from subcontractors pursuant to this paragraph within 21 days.

Finally, the Vendor acknowledges and agrees that the failure of the Vendor to comply with this reporƟng requirement shall consƟtute a material breach of Contract which may result in this Contract being declared void.

Other (describe) v.25.3

6. ATTACHMENTS

6.1. Financial Disclosures (including Illinois Procurement Gateway print-off if applicable)

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

6.3. State of Illinois Offer Document / InformaƟon and Technology State of Illinois Offer Document

6.4. BidBuy Purchase Order

6.5. Add Appendices here

v.25.3

The Illinois State Toll Highway Authority Contract #24-0143 Bituminous Hot and Cold Mix

25-557THA-ENGRD-B-43976

VENDOR

Vendor Name: Click here to enter text. Address (City/State/Zip): Click here to enter text.

Phone: Click here to enter text.

Printed Name: Click here to enter text. Email: Click here to enter text.

Title: Click here to enter text. Date:

Signature:

STATE OF ILLINOIS

Procuring Agency: Illinois Tollway Phone: 630-241-6800

Street Address: 2700 Ogden Avenue Fax: 630-795-7808

City, State ZIP: Downers Grove, IL 60515

Official Signature: Date:

Printed Name: Arnaldo Rivera

Official’s Title: Chairman/CEO

Approved as to Form and Constitutionality Legal Signature: Date:

Legal Printed Name: Samantha Sims

Legal’s Title: Assistant Attorney General, State of Illinois

Finance Signature: Date:

Finance Printed Name: Cathy R. Williams

Fiscal’s Title: Chief Financial Officer v.25.3

Legal Signature: Date:

Legal Printed Name: Kathleen R. Pasulka-Brown

Legal’s Title: General Counsel

Procurement Signature: Date:

Procurement Printed Name: Eric Occomy

Procurement’s Title: Chief of Contract Services v.25.3

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

BidBuy Requisition Reference #: 25-557THA-ENGRD-R-227353

Project Title: Bituminous Hot and Cold Mix

Contract #: 24-0143

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

BidBuy / Bulletin Reference #: 25-557THA-ENGRD-B-43976

BidBuy / Bulletin Publication Date:

Award Code: A

Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

Funding Source:

Obligation #:

Small Business Set-Aside? Yes No Percentage:

Minority Owned Business? Yes No Percentage:

Women Owned Business? Yes No Percentage:

Persons with Disabilities Owned Business? Yes No Percentage:

Veteran Owned Small Business? Yes No Percentage:

Other Preferences?