24-466MIL-ARNFF-B-43817 Crestwood Fence Contract~2.docx

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

Contract includes BidBuy Purchase Order? (The Agency answers this question prior to contract filing.)

☐ Yes ☐ No Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including IPG Active Registered Vendor Disclosure (formerly named Forms B)) ☐ No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. STATE SUPPLEMENTAL PROVISIONS

6. STANDARD ILLINOIS CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “IPG Active Registered Vendor Disclosure (formerly called FORMS B)” (IF APPLICABLE)

9. PURCHASE ORDER FROM BIDBUY (IF APPLICABLE)

In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACT SIGNATURES page

STATE OF ILLINOIS

CONTRACT

DEPT OF MILITARY AFFAIRS

CRESTWOOD READINESS CENTER PARKING LOT FENCE

24-466MIL-ARNFF-B-43817

State of Illinois Chief Procurement Office for General Services Contract V.23.3

VENDOR

Date:

STATE OF ILLINOIS

City, State ZIP:

Printed Name:

Official’s Title:

Legal Printed Name:

Legal’s Title:

Fiscal’s Printed Name:

Fiscal’s Title:

Contract V.23.3

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 241203

· Project Title: Crestwood Readiness Center parking Lot Fence

· Contract #:

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

· BidBuy / Bulletin Reference #: 24-466MIL-ARNFF-B-43817

· BidBuy / Bulletin Publication Date:

· Award Code: C

· Subcontractor Utilization? |_| Yes |_|No Subcontractor Disclosure? |_| Yes |_|No

· Funding Source: 333-46615-1900-0000

· Obligation #:

· Other Preferences?

Contract V.23.3

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. GOAL: The Dept of Military Affairs requires a vendor to provide and install a security fence with gates around the parking lot at the Crestwood Readiness Center located at 13838 S. Springfield Avenue, Robbins, IL 60472.

1.2. REFERENCES: See attachments in BidBuy

1.2.1. American Society for Testing and Materials requirements

1.2.2. Fence drawings

1.2.3. DOD Criteria

1.3. SUPPLIES AND/OR SERVICES REQUIRED BUT NOT LIMITED TO:

GENERAL:

1.3.1. Vendor to provide all labor, materials, and equipment to erect approximately 725 feet of fence with 2 gates meeting the minimum specifications below.

1.3.2. Vendor to measure and verify length of fence and gate sizes during mandatory pre-submission conference.

1.3.3. A mandatory pre-submission conference will be held on the date and time in BidBuy.

1.3.4. All work to be completed between the hours of 7:00 am – 4:00 pm Monday -Friday. No work will be completed on weekends, State, or Federal holidays.

1.3.5. Fence height shall be 7 feet, slide gate width 24 feet, and pedestrian swing gate width 3 feet. shall be as indicated on drawings attached in BidBuy.

1.3.6. Dimensions indicated for pipe, roll-formed, and H-sections are outside dimensions exclusive of coatings.

1.3.7. Provide chain-link fences and gates as complete units, including necessary erection accessories, fittings, and fastenings from a single source or manufacturer.

1.3.8. Bottom of fence or gate(s) to the top of finish elevation cannot exceed 2 inches.

1.3.9. Vendor to clean work area daily prior to leaving facility.

1.3.10. The State is not responsible for any tools or equipment left on the property.

FENCES:

1.3.11. Steel Fabric:

1.3.11.1. No. 9 gage, 2-inch diamond-mesh steel, chain-link fabric. Furnish 1-piece fabric widths for fencing up to 12’0” high.

1.3.11.2. Galvanized: Conform to ASTM A392 with zinc coating, Class 2, 2.0 ounces minimum per square foot of wire surface.

1.3.11.3. Bottom selvage twisted, and top selvage knuckled for fabric over 5’-0”.

1.3.12. Steel Framework:

1.3.12.1. General: Galvanized steel, ASTM F1083 or ASTM A123, with not less than 1.8-oune zinc per square foot of surface or steel conforming to ASTM A1011 externally triple-coated with hot-dip galvanizing at 1.0 ounce/square foot, chromatic conversion coating and clear acrylic polyurethane and coated internally with zinc- rich coating.

1.3.12.2. Fittings & Accessories: Galvanized, ASTM A153, with zinc weights per Table I.

1.3.13. Steel Posts, Top Rail, and Braces:

1.3.13.1. Minimum size and weight of steel components shall be as follows:

1.3.13.1.1. Posts for Fabric Height 6’ or less:

a. End, Angle, Corner, or Pull Posts: 2.375 inches od at 3.65 pounds per foot.

b. Line Posts: 1.9 inches od at 2.70 pounds per foot.

c. In lieu of pipe specified above, steel pipe conforming to ASTM A1011 of greater strength but less wall thickness, will be acceptable.

1.3.13.1.2. Gate Posts:

Furnish posts for supporting single-gate leaf, or one leaf of a double-gate installation, for nominal gate widths as follows:

1.3.13.1.3. Top Rail:

a. 1.660 inches od at 2.27 pounds per foot.

b. 18-foot minimum length of each section.

c. Expansion-type couplings for each joint, approximately 6 inches long.

d. Tension Wire: No. 7 gage coiled spring wire, metal finish to match fabric. Locate at bottom and top of fabric.

e. Wire Ties: 11-gage galvanized steel to match fabric core material.

1.3.13.1.4. Barbed Wire and Supporting Arms:

1. Supporting Arms:

a. One for each post.

b. Single vertical arm.

c. Single arm at 45 degrees with vertical, sloping to outside of fence.

d. Constructed for attaching three rows of barbed wire to each arm and designed as a weathertight closure cap where tubular posts are used.

e. Deigned for 300-pound minimum pull-down load.

f. Attached to steel posts or integral with post top.

g. Provided with openings to receive top rail.

h. Malleable iron or pressed steel.

2. Barbed Wire:

a. Two-strand, 12-1/2 gage steel wire with 14-gage, 4-point barbs 5 inches oc.

b. Metal and finish to match fabric.

c. Three rows required.

1.3.12.1.5 Gate (s):

1. Swing:

1.1. Framing:

1.1.1. Fabricate perimeter frames of gates from metal and finish to match fence framework.

1.1.2. Provide intermediate horizontal and vertical members for proper gate operation and for attachment of fabric, hardware, and accessories. Space so that frame members are not more than 8 feet apart unless otherwise indicated.

1.1.3. Frames assembled by welding or watertight galvanized steel rigid fittings.

1.1.4. Provide with same fabric as for fence. Install fabric with stretcher bars at vertical and top and bottom edges.

1.1.5. Diagonal cross bracing of 3/8-inch diameter adjustable truss rods to ensure frame rigidity without sag or twist.

1.1.6. Where barbed wire is indicated or specified, extend gate end members 1 foot above top members to receive barbed wire.

1.2. Hardware:

1.2.1. Hinges of pressed or forged steel, or malleable iron, non-lift-off type, offset to permit 180-degree gate opening, 1-1/2 per leaf.

1.2.2. Latches and Gate Stops: Double leaf.

1.3.20 Plunger-bar type latch, full gate height, designed to engage gate stop of flush-plate type with anchors.

1.3.20 Locking device and padlock eyes an integral part of latch.

1.3.20 Keeper to automatically engage gate leaf and secure free end of gate in open position.

1.3. Latches: Single-leaf:

1.3.1. Forked type to permit operation from either side of gate.

1.3.2. Padlock eye as integral part of latch.

1.3.3. Coating: Galvanize conforming to A153.

2. Sliding Gate:

2.1. Gate Assembly: Provide gate assembly conforming to ASTM F900 and/or ASTM F1184 of the type and swing shown. Provide gate frames conforming to strength and coating requirements of ASTM F1083 for Group IA, steel pipe with external coating Type A, nominal pipe size (NPS) 1-1/2. Provide gate frames conforming to strength and coating requirements of ASTM F1043, for Group IC, steel pipe with external coating Type A or Type B, nominal pipe size (NPS) 1-1/2. Gate fabric shall be as specified above.

2.2. Gate Leaves: For gate leaves, more than 8 feet wide, provide either intermediate members and diagonal truss rods or tubular members as necessary to provide rigid construction, free from sag or twist. Gate leaves less than 8 feet wide shall have truss rods or intermediate braces. Provide intermediate braces on all gate frames with an electro-mechanical lock. Attach fabric to the gate frame by method standard with manufacturer except that welding will not be permitted.

2.3. Gate Hardware and Accessories: Submit manufacturer’s catalog data with bid. Furnish and install latches, hinges, stops, keepers, rollers, and other hardware items as required for the operation of the gate. Arrange latches for padlocking so that the padlock will be accessible from both sides of the gate. Provide stops for holding the gates in the open position. For high security applications, each end member of gate frames shall be extended sufficiently above the top member to carry three strands of barbed wire in horizontal alignment with barbed wire strands on the fence.

EXECUTION:

1.3.13 FENCE INSTALLATION:

1.3.13.1 Perform complete installation conforming to ASTM F567.

1.3.13.1.1 Line and Grade:

1.3.20 Install fence to the lines and grades indicated. Clear the area on either side of the fence line to the extent indicated. Space line posts equidistant at intervals not exceeding 10 feet. Terminal (corner, gate, and pull) posts shall be set at abrupt changes in vertical and horizontal alignment. Provide fabric continuous between terminal posts; however, runs between terminal posts shall not exceed 500 feet. Repair any damage to galvanized surfaces, including welding, with paint containing zinc dust in accordance with ASTM A780/A780M.

1.3.13.1.2 Excavation:

1. Clear all post holes of loose material. Spread waste material where directed. Eliminate ground surface irregularities along the fence line to the extent necessary to maintain a maximum 2” clearance between the bottom of the fabric and the finish grade.

1.3.14 POST INSTALLATION:

1.3.14.1 Set posts plumb and in alignment. Except where solid rock is encountered, set posts in concrete to the depth indicated on the drawings. Where solid rock is encountered with no overburden, set posts to a minimum depth of 18 inches in rock. Where solid rock is covered with an overburden of soil or loose rock, set posts to the minimum depth indicated on the drawing unless a penetration of 18 inches in solid rock is achieved before reaching the indicated depth, in which case terminate depth of penetration. Grout all portions of posts set in rock.

1.3.14.2 Portions of posts not set in rock shall be set in concrete from the rock to ground level. Posts set in concrete shall be set in holes not less than the diameter shown on the drawings. Make diameters of holes in solid rock at least 1 inch greater than the largest cross section of the post. Thoroughly consolidate concrete and grout to cure for 72 hours prior to attachment of any item to the posts. Group II line posts may be mechanically driven, for temporary fence construction only, if rock is not encountered. Set driven posts to a minimum depth of 3 feet and protect with drive caps when setting.

1.3.14.3 Test fence post rigidity by applying a 50-pound force on the post, perpendicular to the fabric, at 5 feet above ground. Post movement measured at the point where the force is applied shall be less than or equal to ¾ inch from the relaxed position. Test every tenth post for rigidity. When a post fails this test, make further tests on the next four posts on either side of the failed post. All failed posts shall be removed, replaced, and retested at the Contractor’s expense.

1.3.15 RAILS:

1.3.15.1 Bolt bottom rail to double rail ends and securely fasten double rail ends to the posts. Peen bolts to prevent easy removal. Install bottom rail before chain link fabric. Provide 3/8” diameter eye hook anchored into concrete footing at midpoint.

1.3.16 FABRIC INSTALLATION:

1.3.16.1 Install chain link fabric on the side of the post indicated. Attach fabric to terminal posts with stretcher bars and tension bands. Space bands at approximately 15-inch intervals. Install fabric and pull taut to provide a smooth and uniform appearance free from sag, without permanently distorting the fabric diamond or reducing the fabric height. Fasten fabric to line posts at approximately 15-inch intervals and fastened to all rails and tension wires at approximately 12-inch intervals.

1.3.16.2 Cut fabric by untwisting and removing pickets. Accomplish splicing by weaving a single picket into the ends of the rolls to be joined. The bottom of the installed fabric shall be 2-inch maximum above the ground.

1.3.16.3 After the fabric installation is complete, exercise the fabric by applying a 50 pound push-pull force at the center of the fabric between posts; the use of a 30 pound pull at the center of the panel shall cause fabric deflection of not more than 2.5 inches when pulling fabric from the post side of the fence; every second fence panel shall meet this requirement; resecure and retest all failed panels at the Contractor’s expense.

1.3.17 SUPPORTING ARMS:

1.3.17.1 Install barbed wire supporting arms and barbed wire as indicated on the drawings and as recommended by the manufacturer. Anchor supporting arms to the posts in a manner to prevent easy removal with hand tools. Pull barbed wire taut and attach to the arms with clips or other means that will prevent easy removal.

1.3.18 GATE INSTALLATION:

1.3.18.1 Install gates at the locations shown. Mount gates to swing as indicated. Install latches, stops, and keepers as required. Install Slide Gates as recommended by the manufacturer.

1.3.18.2 Attach padlocks to gates and gate posts with chains. Weld or otherwise secure hinge pins and hardware assembly to prevent removal.

1.3.19 GROUNDING:

1.3.19.1 Ground fencing as specified:

1.3.19.1.1 Ground fences crossed by overhead powerlines more than 600 volts. Electrical equipment attached to the fence shall be grounded.

1.3.19.1.2 Ground fences on each side of all gates, at each corner, at the closest approach to each building located within 50 feet of the fence and where the fence alignment changes more than 15 degrees. Grounding locations shall not exceed 650 feet. Bond each gate panel with a flexible bond strap to its gate post. Ground fences crossed by powerlines of 600 volts or more at or near the point of crossing and at distances not exceeding 150 feet on each side of crossing.

1.3.19.1.3 Provide ground conductor consisting of No. 8 AWG solid copper wire. Grounding electrodes shall be ¾ inch by 10-foot-long copper-clad steel rod. Drive electrodes into the earth so that the top of the electrode is at least 6 inches below the grade. Where driving is impracticable, electrodes shall be buried a minimum of 12 inches deep and radially from the fence. The top of the electrode shall not be less than 2 feet or more than 8 feet from the fence. Clamp ground conductor to the fence and electrodes with bronze grounding clamps to create electrical continuity between fence posts, fence fabric, and ground rods. Total resistance of the fence to ground shall not be greater than 25 ohms.

1.3.20 ALLOWED MANUFACTURERS:

1.3.20.1 Subject to compliance with US Dept of Defense requirements, provide products by one of the following:

1.3.20.1.2 Galvanized Steel Fencing and Fabric:

a. Master-Halco, Inc.

b. Tymetal Corp.

c. Hoover Fence Company.

d. Allied Tube and Conduit Corp.

e. Anchor Fence, Inc.

f. Merchants Metals.

1.3.21 SUBMITTALS:

1.3.21.1 Manufacturer’s technical data, specifications, and installation instructions for fence and gate posts, rails, fabric, gates, fittings, and accessories.

1.3.21.2 Shop Drawings: Showing layout, location of fence, gates, posts, and including details illustrating fence height, sizes of posts, rails, braces, gates, hardware list, and accessories.

1.3.21.3 Mill certification that materials meet specifications of member size, strength, wall thickness, and coatings.

Note: The above items to be submitted with bid.

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

1.4. MILESTONES AND DELIVERABLES:

1.4.1. Vendor will provide a detailed invoice within 30 days of completion to bill to address found in section 4.1.6 below..

1.4.2. Provide five-year manufacturer warranty for all fencing and gate material.

1.4.3. Correct defective work within a five-year period after Date of Substantial Completion.

1.5. VENDOR / STAFF SPECIFICATIONS:

1.5.1. Vendor will ensure adequate personnel are available to complete project.

1.5.2. Prevailing Wage:

Certify compliance with the Illinois Prevailing Wage Act by checking the box below:

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

Vendor agrees to comply: ☐ Yes ☐ No Vendor shall be responsible for securing and utilizing the copies of the current prevailing wages in effect. Please visit: http://www.state.il.us/agency/idol/rates/ODDMO/County.htm for most current data.

1.6. TRANSPORTATION AND DELIVERY:

1.6.1. Materials may be delivered Monday – Friday 7:00 am to 4:00 pm to site in an undamaged condition. Store materials off the ground to provide protection against oxidation caused by ground contact.

1.6.2. Awarded vendor must have employees on site to receive delivery of materials.

1.7. SUBCONTRACTING

Subcontractors are allowed.

Note: Primary vendor must complete a minimum of 51% of the work.

1.7.1. Will subcontractors be utilized? |_| Yes |_| No

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

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

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

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page.

1.7.3. All contracts with the subcontractors identified above must include the Standard Illinois Certifications completed.

1.7.4. If the annual value of any the subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

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

1.8. SUCCESSOR VENDOR

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

If yes is checked, then the Vendor certifies:

(i) that it shall offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and

(ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract.

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

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

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

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

2. PRICING

2.1 FORMAT OF PRICING:

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

2.1.2 Pricing shall be submitted in the following format: Vendor must enter a price for all line items in BidBuy to be responsive .

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

2.3 EXPENSES ALLOWED: Expenses are not allowed.

2.4 DISCOUNT: The State may receive a Click here to enter text % discount for payment within Click here to enter text days of receipt of correct invoice. This discount will not be a factor in making the award.

2.5 VENDOR’S PRICING: Attach additional pages if necessary or if the format of pricing specified above in Section 2.1 requires additional pages.

2.5.1. Vendor’s Price for the Initial Term: Click here to enter text For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed pricing.

|_| If checked, see the attached BidBuy Purchase Order for the Vendor’s Price for the Initial Term.

2.6 MAXIMUM AMOUNT: The total payments under 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.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of Date of last signature of both parties to 12/31/2024. If a start date is not identified, the term shall commence upon the last dated signature of the Parties.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed term.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed ten (10) years. 30 ILCS 500/20-60

3.1.2 Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2 RENEWAL:

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

3.2.2. Pricing for the renewal term(s), or the formula for determining price, is shown in the pricing section of this contract.

3.2.3. The State reserves the right to renew for a total of 0 years in any one of the following manners:

3.2.3.1 One renewal covering the entire renewal allowance;

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

3.2.3.3 Any combination of full or partial year renewals up to and including the entire renewal allowance.

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

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

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

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

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

3.5 AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

State of Illinois Chief Procurement Office for General Services Contract V.23.3

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

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

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

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

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

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

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

Send invoices to:

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

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

4.3 SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certifications form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

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

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

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

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

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

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

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

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

4.12 INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint 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 notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

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

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

4.16 APPLICABLE LAW:

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

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

4.16.3 COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

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

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

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

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

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

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

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

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

4.25.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties.