24-0144_IFB Contract_Overhead Crane Inspection Repair.pdf

The following informa on will become the Contract between the awarded vendor and the Illinois State Toll Highway Authority. Instruc ons and requirements to submit a bid response are found in the a achment tled “Invita on for Bid Vendor Instruc ons and Requirements.”

State of Illinois Contract v.25.3

The Illinois State Toll Highway Authority

Contract # 24-0144 Overhead Crane Inspec ons and Repairs

25-557THA-ENGPF-B-44890

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 promo ng 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 provide annual inspections and repairs as needed to Overhead Cranes located system wide. Annual inspections are to include but not limited to all safety equipment, brakes, wire rope stops and all hooks, sheaves, and locks. All electrical components to include but not limited to contactors, pendant cords and button controls.

Repairs and Repair Parts Catalog: During inspec ons, any repairs that are found necessary for the cranes to fully operate shall be made at that me. If the repair(s) will exceed $500; the Vendor shall submit an itemized quote including the work needed to be completed and the cost of such work, prior to the start of said repairs. No further work shall proceed un l authorized by the Facility Services Manager. All repair quotes shall be submi ed to the Tollway personnel that are present at the me of inspec on.

Vendors shall provide the Jib and Bridge Crane catalog listed below of the most current edi on available at the me of award. Vendor is to enter the discount or mark-up, if applicable, from manufacturer’s list price in the line items in BidBuy. This price shall be applied to all items and parts purchased u lizing this contract. Please see Sec on 2 for further pricing details.

Emergency Service Calls: In the event of an emergency, the Vendor shall respond to the Tollway’s emergency calls within three (3) hours of receiving no ce, to ensure proper and reliable opera on of all items listed above.

This is an cipated to be limited to five (5) service calls, and no more than three (3) hours per service call for minor repairs and diagnosis, per service call. Emergency hourly rates shall include twenty -four (24) hour/day, seven (7) days/week (including Holidays). Rates begin at the me the Vendor arrives at the Illinois Tollway’s worksite and ends when the Vendor departs from the Illinois Tollway’s worksite.

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The Vendor shall be required to provide the contact’s name(s) and telephone number(s) of the personnel who will be assigned to the Emergency Service Calls.

Locations and equipment are listed below. The Tollway reserves the right to add/delete a location/equipment at any time during the duration of the contract.

Location Type Make/Model Description/Serial Number

Sign Shop – Naperville, IL Overhead Shepard-Niles/OF12243 Single Girder Bridge Crane/NG904M1

Sign Shop – Naperville, IL Overhead Shepard-Niles/OF12243 Single Girder Bridge Crane/BNN83

CSG – Downers Grove, IL Overhead Coffing/MT100075.4 Jib Crane/TA5 224.0E

Handling system/340117

M1 – Alsip, IL 7.5 Ton Acco/C3W07 Bridge Crane/533-20-11928

M1 – Alsip, IL 5 Ton Acco/2130170 Jib Crane/1503024

M5 – Arlington Hts, IL 7.5 Ton Yale/YKB-C07-0335420-2 Bridge Crane/NG904MI

M5 – Arlington Hts, IL 5 Ton Acco/2130170 Jib Crane/UA2207011

M6 – Hampshire, IL 7.5 Ton Yale/WC3M Bridge Crane/636924RH

M6 – Hampshire, IL 5 Ton Acco/2130170 Jib Crane/A1807029

M7 – Rockford, IL 7.5 Ton Acco/C3W07 Bridge Crane/533-20-11928

M7 – Rockford, IL 5 Ton Acco/2130170 Jib Crane/A1709094

M8 – Aurora, IL 7.5 Ton Yale/GKBM Bridge Crane/YK0696N

M8 – Aurora, IL 5 Ton Acco/2130170 Jib Crane/A2009030 v.25.3

M16 – Bensenville, IL 7.5 Ton Demag/MF06MA Bridge Crane/M0091563

M16 – Bensenville, IL 5 Ton Acco/2130170 Jib Crane/UA2106071

Quan es: It shall be expressly understood by the bidder that the es mated bid quan es specified in the contract documents are for 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 es mated quan es stated. The Tollway does not guarantee that any minimum number of quan es shall be ordered from the Vendor. Materials furnished under this contract shall be delivered in mul ple deliveries as determined by the needs of the Illinois Tollway. The es mated quan es of this contract shall be based on a period of (2) 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.

Related Performance Standards: All material used shall match exis ng materials iden fied above or as found. All equipment, materials, and installa on work shall comply with the above specifica ons, (as appropriate), the Illinois Occupa onal Safety and Health Administra on (OSHA) standards and relevant Illinois Building Codes.

Standards of Performance: The Vendor shall perform, or cause to be performed, all Work required of it under the terms and condi ons of the Contract with that degree of skill, care and diligence normally exercised by an experienced vendor performing work in projects of a scope and magnitude comparable to this project. The Vendor shall use reasonable efforts to assure mely and sa sfactory comple on of the work. The Vendor shall always act in the best interest of the Tollway. The Vendor shall perform or cause to be performed, all work in accordance with the terms and condi ons of this Contract and to the reasonable sa sfac on of the Tollway.

Safety: The Vendor and its suppliers shall perform the services in a safe and responsible manner. In the performance of scope of work, the vendor shall shield all interior areas near the work area as required to protect Tollway personnel and property. Vendor shall at their own expense, conform to safety policies and regula ons and comply with all specific safety requirements of the Occupa onal Safety and Health Act (OSHA) of 1970 and the Construc on Safety Act of 1969 and all other related Acts.

Protec on of Property: The Vendor shall conduct the work so as not to interfere with or hinder the daily ac vity within or around the designated work area that is established by the Tollway. If in the event, any damages to exis ng property occur, the Vendor and/or its subcontractor is solely responsible for any expenses. Any scope of work that could impact personnel and/or property inside the building shall be scheduled and performed during off peak hours. Building opera ng personnel shall be consulted whenever work condi ons might be affected. Peak hours are considered Monday through Friday, 8:00 am to 4:00 pm.

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Clean Up: The Vendor shall, during the process of the work, remove and dispose of all materials and debris daily and keep the work site and adjacent premises in a clean condi on sa sfactory to the Tollway. Upon comple on of work, the Vendor shall remove all materials, tools and machinery and restore the site to the same condi on that existed prior to the commencement of its opera on.

Hourly Rates: The awarded contract shall be a me and materials contract. Regular hourly rates shall include the period from 8:00a.m. to 5:00p.m. CDT, Monday through Friday.

Emergency hourly rates shall include all other hours not defined above, including overnight, weekend, and holiday hours. Emergency rates shall be invoiced at one and one-half mes the hourly rate. Rates begin at the me the Vendor arrives at the Illinois Tollway’s worksite and ends when the Vendor departs from the Illinois Tollway’s work-site.

1.3. MILESTONES AND DELIVERABLES: Vendor shall perform the maintenance on an annual basis to be scheduled by the Tollway’s Facility Services Manager. Vendor shall ensure repairs are completed in a mely manner acceptable to the Tollway. In the event the Vendor must order replacement parts, the Vendor shall no fy the Tollway of the expected delivery of the parts and comple on of the repairs. The Vendor shall ini ate and complete all repairs as quickly as possible. If the Vendor expects a delay in repairing a unit, the Vendor shall communicate with the Tollway’s Facility Services Manager immediately.

1.4. VENDOR/STAFF SPECIFICATIONS: Vendor shall be an authorized dealer, distributor, or manufacturer and shall be able to perform all warranty work. Vendor shall provide manufacturer’s le er of authoriza on upon request of the Tollway.

1.5. TRANSPORTATION AND DELIVERY: N/A

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be u lized? Yes No

A subcontractor is a person or en ty that enters into a contractual agreement with a total value of $100,000 or more with a person or en ty who has a contract subject to the Illinois Procurement Code pursuant to which the person or en ty provides some or all of the goods, services, real property, remunera on, or other monetary forms of considera on 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 Cer fica ons completed by the subcontractor.

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

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1.6.2. Please iden fy below subcontracts with an annual value of $100,000 or more that will be u lized in the performance of the Contract, the names and addresses of the subcontractors, and a descrip on 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

Descrip on 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

Descrip on of Work: Click here to enter text

If addi onal space is necessary to provide subcontractor informa on, please a ach an addi onal 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 me during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly no fy, in wri ng, 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 sec on all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in viola on of this provision, such ac on may be deemed by the State as a breach of the Contract by Vendor.

Vendor shall disclose the loca ons where the services required shall be performed and the known or an cipated value of the services to be performed at each loca on. If the Vendor received addi onal considera on in the evalua on based on work being performed in the United States, it shall be a breach of Contract if the Vendor shi s any such work outside the United States.

Loca on where services will be performed: Click here to enter text

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

Loca on where services will be performed: Click here to enter text

Value of services performed at this loca on: 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 es mated at the me it is submi ed for obliga on. The total price of this Contract is es mated.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy only. The State includes in this Contract the BidBuy Purchase Order as it contains the agreed pricing. Vendor shall bid on all items to be considered responsive. Failure to bid on all items shall result in a disqualified bid. Vendor shall submit pricing in the line items on BidBuy, based on the terms and condi ons set forth in sec on 1 of this Contract.

Pricing for the ini al term:

Table 1 – Inspec on Costs (2-year ini al term)

Units Make Number of Units

Inspec ons per year

Term of contract

Cost per Inspec on

Extension (Number of units X number of Inspec ons per year X two (2) year term X cost per inspec on)

7.5-ton Bridge Crane

Acco 2 1 2 Enter pricing into BidBuy line item only

Enter pricing into Bidbuy line item only

7.5-ton Bridge Crane

Yale 3 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

7.5-ton Bridge Crane

Demag 1 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

5-ton Jib Crane

Acco 6 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Overhead Single Girder Bridge Crane

Shepard – Niles

2 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Total Table v.25.3

Table 2 – Hourly Rates for Repairs and Emergency Repairs (2-year ini al term)

Schedule Time Es mated Hours for Two (2) Year Term

Hourly Rate Total Hourly Rate (Es mated Hours x Hourly Rate)

Monday through Friday 8:00 a.m. – 5:00 p.m. 100 hours $ /hour Enter pricing into

BidBuy line item only Monday through Friday Emergency Services

5:01 p.m. – 7:59 a.m. 100 hours $ /hour Enter pricing into

BidBuy line item only Saturday Emergency Services

All Day (24 hours) 10 hours $ /hour Enter pricing into

BidBuy line item only Sunday & Holiday Emergency Services

All Day (24 hours) 10 hours $ /hour Enter pricing into

BidBuy line item only The above rates are subject to a minimum dollar amount: Yes No

If Yes, the minimum dollar amount is: $ Total Table 2: $

Table 3 – Catalog Percent Discount or Percent Mark Up for Repair Parts (2-year ini al term) Please iden fy if you are bidding a discount or mark-up by lis ng which one in the “Alternate Descrip on” field in BidBuy. When bidder is not able to provide a Percent Discount from Manufacturer’s List Price, bidder shall enter “0” for that line item in BidBuy. Vendor shall complete all informa on below to be considered responsive.

Line # Catalog / Price List

Es mated Usage (Two Year Term)

Percent Discount or Percent Mark Up from Manufacturer’s List Price

Dollar Value of Percent Discount or Percent Mark Up from Manufacturer’s List Price (Es mated Usage x Percent Discount or Percent Mark Up from Manufacturer’s List Price)

Extension (Es mated Usage – Dollar Value of Percent Discount or + Percent Mark Up from Manufacturer’s List Price)

Acco, Most Current Edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Yale, most current edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Demag, most current edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Shepard- Niles, Most Current Edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Total Table 3: $

Pricing for the renewal term:

Table 1 – Inspec on Costs (2-year renewal term)

Units Make Number of Units

Inspec ons per year

Term of contract

Cost per Inspec on

Extension (Number of units X number of Inspec ons per year X two (2) year term X cost per inspec on)

7.5-ton Bridge Crane

Acco 2 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

7.5-ton Bridge Crane

Yale 3 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

7.5-ton Bridge Crane

Demag 1 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

5-ton Jib Crane

Acco 6 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Overhead Single Girder Bridge Crane

Shepard – Niles

2 1 2 Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Total Table v.25.3

Table 2 – Hourly Rates for Repairs and Emergency Repairs (2-year renewal term)

Schedule Time Es mated Hours for Two (2) Year Term

Hourly Rate Total Hourly Rate (Es mated Hours x Hourly Rate)

Monday through Friday 8:00 a.m. – 5:00 p.m. 100 hours $ /hour $ Enter pricing into

BidBuy line item only Monday through Friday Emergency Services

5:01 p.m. – 7:59 a.m. 100 hours $ /hour Enter pricing into

BidBuy line item only Saturday Emergency Services

All Day (24 hours) 10 hours $ /hour Enter pricing into

BidBuy line item only Sunday & Holiday Emergency Services

All Day (24 hours) 10 hours $ /hour Enter pricing into

BidBuy line item only The above rates are subject to a minimum dollar amount: Yes No

If Yes, the minimum dollar amount is: $ Total Table 2: $

Table 3 – Table 3 – Catalog Percent Discount or Percent Mark Up for Repair Parts (2-year Renewal term)

Please iden fy if you are bidding a discount or mark-up by lis ng which one in the “Alternate Descrip on” field in BidBuy. When bidder is not able to provide a Percent Discount from Manufacturer’s List Price, bidder shall enter “0” for that line item in BidBuy. Vendor shall complete all informa on below to be considered responsive.

Line # Catalog / Price List

Es mated Usage (Three Year Term)

Percent Discount or Percent Mark Up from Manufacturer’s List Price

Dollar Value of Percent Discount or Percent Mark Up from Manufacturer’s List Price (Es mated Usage x Percent Discount or Percent Mark Up from Manufacturer’s List Price)

Extension (Es mated Usage – Dollar Value of Percent Discount or + Percent Mark Up from Manufacturer’s List Price)

Acco, Most Current Edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Yale, most current edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Demag, most current edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Shepard- Niles, Most Current Edi on

$2,000.00 % + or - Enter pricing into BidBuy line item only

Enter pricing into BidBuy line item only

Total Table 3: $

2.3 ECONOMIC ADJUSTMENTS:

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 execu on of the Contract.

2.3.2 The percent discount bid in Group 3 Catalog Pricing shall remain in effect for the en re term of the Contract and any subsequent renewals. The Vendor is required to no fy the Tollway in wri ng of any newly issued manufacturer’s price list(s) that are released during the term of the Contract or any subsequent renewals. Upon acceptance by the Tollway of the new price list(s) for the ini al or renewal term(s), the original quoted percent discounts from Group 3 Catalog Pricing shall then be applied to the new price list(s).

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2.3.3 RENEWAL COMPENSATION: If the Contract is renewed, the price shall be at the same rate as for the ini al Contract term, unless a different compensa on or formula for determining the renewal compensa on is stated in Sec on 2.3.1.

2.3.4 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.

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3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The Contract will have an ini al term of (2) years, commencing upon the last dated signature of the Par es.

3.1.2. In no event will the maximum total term of the Contract, including the ini al 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 execu on of the Contract except when permi ed pursuant to 30 ILCS 500/20- 80.

3.2.3. RENEWAL: Subject to the maximum total term iden fied above, the State has the op on to renew for the following term(s): The State reserves the right to renew for a total of 2 years in any one of the following manners:

3.2.3.1 One renewal covering the en re renewal allowance.

3.2.3.2 Individual one-year renewals up to and including the en re renewal allowance; or

3.2.3.3 Any combina on of full or par al year renewals up to and including the en re renewal allowance.

Any renewal of the resul ng Contract is subject to the same terms and condi ons that apply to the ini al term of the Contract unless otherwise provided. The State may renew the Contract for any or all of the op on periods specified, may exercise any of the renewal op ons early, and may exercise more than one op on at a me based on con nuing need and favorable market condi ons, when in the best interest of the State. The Contract may neither renew automa cally nor renew solely at the Vendor’s op on.

3.2. TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in part, immediately upon no ce to the Vendor if: (a) the State determines that the ac ons or inac ons 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 no fied the State that it is unable or unwilling to perform the Contract.

If Vendor fails to perform to the State’s sa sfac on any material requirement of this Contract, is in viola on 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 wri en no ce to the Vendor to cure the problem iden fied within the period of me specified in the State’s wri en no ce. If not cured by that date the State may either: (a) immediately terminate the Contract without addi onal wri en no ce or (b) enforce the terms and condi ons of the Contract.

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

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3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior wri en no ce to Vendor, terminate this Contract in whole or in part and without payment of any penalty or incurring any further obliga on to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be en tled to compensa on for supplies and services provided in compliance with this Contract up to and including the date of termina on.

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

The State, at its sole op on, 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 appropria on sufficient to pay such obliga on, 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 appropria on(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discre on or as directed by the Office of the Governor, that a reduc on is necessary or advisable based upon actual or projected budgetary considera ons. Contractor will be no fied in wri ng of the failure of appropria on or of a reduc on 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 Sec on

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 Administra ve 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 execu on of this Contract by the Par es even if the effec ve date of the Contract is prior to execu on.

4.1.4. PREVAILING WAGE: As a condi on 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 respec ve Contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, prin ng, 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 no fica on of any rate changes under this subsec on. Vendor is responsible for contac ng DOL at 217-782-6206 or (h ps://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This Contract may be par ally 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 no ce of intent to award.

4.1.6. INVOICING: By submi ng an invoice, Vendor cer fies 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 submi ed 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 exemp on number and Federal tax exemp on informa on.

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

Send invoices to:

Agency: Illinois Tollway A n: Accounts Payable Address: PO Box 3094 City, State Zip: Lisle, IL 60532-8094 Emails: FinanceInvoices@ge pass.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 wri en consent of the State.

4.3. SUBCONTRACTING: For purposes of this sec on, 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 wri en approval before use of any subcontractors in the performance of this Contract. Vendor shall describe, in an a achment if not already provided, the names and addresses of all authorized subcontractors to be u lized by Vendor in the performance of this Contract, together with a descrip on of the work to be performed by the subcontractor and the an cipated 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 fi een (15) days a er execu on of this Contract. All subcontracts must include the same cer fica ons that Vendor must make as a condi on of this Contract. Vendor shall include in each subcontract the Standard Illinois Cer fica on form available from the State. If at any me during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly no fy, by wri en 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 rela ng 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 informa on 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 comple on of the Contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or comple on of the subcontract. If Federal funds are used to pay Contract costs, the Vendor and its subcontractors must retain their respec ve records for five

(5) years. Books and records required to be maintained under this sec on shall be available for review or audit by representa ves of the procuring Agency, the Auditor General, the Execu ve Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental en es with monitoring authority, upon reasonable no ce and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any inves ga on conducted by any of these en es. Failure to maintain books and records required by this sec on shall establish a presump on 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 examina on 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 con nue to perform its obliga ons 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 wri ng, 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 du es and obliga ons 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 prohibi on. The non-declaring Party may cancel this Contract without penalty if performance does not resume within thirty (30) days of the declara on.

4.8. CONFIDENTIAL INFORMATION: Each Party to this Contract, including its agents and subcontractors, may have or gain access to confiden al data or informa on owned or maintained by the other Party in the course of carrying out its responsibili es under this Contract. Vendor shall presume all informa on received from the State or to which it gains access pursuant to this Contract is confiden al. Vendor informa on, unless clearly marked as confiden al and exempt from disclosure under the Illinois Freedom of Informa on Act, shall be considered public. No confiden al data collected, maintained, or used in the course of performance of this Contract shall be disseminated except as authorized by law or with the wri en consent of the disclosing Party, either during the period of this Contract or therea er. 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 no fy the disclosing Party in wri ng of its destruc on. The foregoing obliga ons shall not apply to confiden al data or informa on lawfully in the receiving Party’s possession prior to its acquisi on from the disclosing Party; received in good faith from a third Party not subject to any confiden ality obliga on to the disclosing Party; now is or later becomes publicly known through no breach of confiden ality obliga on by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confiden al informa on.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Contract, whether wri en 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 wri ng. Vendor hereby assigns to the State all right, tle, 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 connec on with the work. Vendor acknowledges the State may use the work product for any purpose. Confiden al data or informa on contained in such work shall be subject to the confiden ality 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, liabili es, se lements and judgments, including in-house and contracted a orneys’ fees and expenses, arising out of: (a) any breach or viola on by Vendor of any of its cer fica ons, representa ons, warran es, 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, ac vity or omission of Vendor or any of its employees, representa ves, 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 Ar cle VIII, Sec on 1(a),(b) of the Cons tu on of the State of Illinois and 1973 Illinois A orney General Opinion 78, the State may not indemnify private par es absent express statutory authority permi ng the indemnifica on. Neither Party shall be liable for incidental, special, consequen al, or puni ve damages.

4.11. INSURANCE: Vendor shall, at all mes during the term of this Contract and any renewals or extensions, maintain and provide a Cer ficate of Insurance naming the State as an addi onally insured for all required bonds and insurance. Cer ficates may not be modified or canceled un l at least thirty (30) days’ no ce has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in the amount of $1,000,000 per occurrence; and (c) Worker’s Compensa on Insurance in the amount required by law. Insurance shall not limit Vendor’s obliga on to indemnify, defend, or se le any claims.

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 no ce 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, regula ons, 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 arbitra on 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/legisla on/ilcs/ilcs.asp).

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4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of ac on it has arising under Federal or State an trust laws rela ng to the subject ma er of this Contract, then upon request of the Illinois A orney General, Vendor shall assign to the State all of Vendor’s rights, tle and interest to the claim or cause of ac on.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this Contract on behalf of the State of Illinois shall be the only State en ty responsible for performance and payment under this Contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addi on 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 en ty.

4.20. NOTICES: No ces and other communica ons provided for herein shall be given in wri ng via electronic mail whenever possible. If transmission via electronic mail is not possible, then no ces and other communica ons shall be given in wri ng via registered or cer fied 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 me of successful receipt. No ces shall be sent to the individuals who signed this Contract using the contact informa on following the signatures. Each such no ce shall be deemed to have been provided at the me it is actually received. By giving no ce, either Party may change its contact informa on.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifica ons and waivers must be in wri ng and signed by authorized representa ves of the Par es. 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 Par es’ intent. All provisions that by their nature would be expected to survive, shall survive termina on. In the event of a conflict between the State’s and the Vendor’s terms, condi ons and a achments, the State’s terms, condi ons and a achments 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 con nue this Contract, suspend Vendor from doing future business with the State for a specified period of me, or whether Vendor can be considered responsible on specific future Contract opportuni es.

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 Informa on 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, specifica ons, drawing, samples or descrip ons furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifica ons a ached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months v.25.3 or longer if so specified in wri ng, and fit and sufficient for the intended use; (c) comply with all Federal and State laws, regula ons and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good tle 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 limita ons, reasonable a orney’s fees and expenses, arising from failure of the supplies to meet such warran es.

4.25.2. Vendor shall ensure that all manufacturers’ warran es are transferred to the State and shall provide to the State copies of such warran es. These warran es shall be in addi on to all other warran es, express, implied or statutory, and shall survive the State’s payment, acceptance, inspec on 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 effec ve 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 disrup ve or not respec ul 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 no fy 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 informa on about tax credits.

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5. STATE SUPPLEMENTAL PROVISIONS

Agency Defini ons

Required Federal Clauses, Cer fica ons and Assurances

Public Works Requirements (construc on 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 prin ng, 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 Invita on for Bid (IFB), taken together, comprises the Contract between the par es. With respect to any inconsistency or conflict among these documents the following order of precedence shall prevail:

1. This Contract

2. The IFB Vendor Instruc ons and Requirements

3. Other submissions received a er the ini al proposal as part of the renego a on 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 du es under this Contract. Vendor represents that it shall u lize 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 no fy the Vendor and the Vendor shall replace that individual.

5.3. Publicity: Vendor shall not, in any adver sement or any other type of solicita on 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 adver sement or solicita on without prior wri en approval except as required by law.

5.4. Consulta on: Vendor shall keep the Tollway fully informed as to the progress of ma ers covered by this Contract. Where me 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.

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5.6. Successors in Interest: All the terms, provisions, and condi ons of the Contract shall be binding upon and inure to the benefit of the par es hereto and their respec ve successors, assigns and legal representa ves.

5.7. Vendor’s Termina on Du es: The Vendor, upon receipt of no ce of termina on 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 no ce of termina on, describing the status of all work under the Contract, including, without limita on, results accomplished, conclusions resul ng there from, any other ma ers 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 instruc ons for the mely transfer of any ac ve 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 transi on period between the no fica on of termina on and the subs tu on 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 Sec on 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 inves ga ons into certain ma ers including but not limited to allega ons of fraud, waste and abuse, and to conduct reviews. The Vendor will fully cooperate in any OIG inves ga on or review. Coopera on includes providing access to all informa on and documenta on 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. Over me: If over me is contemplated and provided for in this Contract, all work performed by

Vendor at over me 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…