25-0161 Contract IFB HELP Program Sponsorship V2.pdf

The following information will become the Contract between the awarded vendor and the Illinois State Toll Highway Authority. Instructions and requirements to submit a bid response are found in the attachment titled “25-0161 Invitation for Bid Vendor Instructions and Requirements.”

State of Illinois Contract v.25.4

The Illinois State Toll Highway Authority 25-0161 Highway Emergency Lane Patrol (HELP) Sponsorship Program

BidBuy Bid-B-49918

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

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

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

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

1.2. SUPPLIES AND/OR SERVICES REQUIRED: The Illinois Tollway is seeking an exclusive sponsorship of one of its most visible public-facing services, the Highway Emergency Lane Patrol (HELP) program.

The HELP program is a vital component to the Illinois Tollway customer service initiatives, designed to keep 294 miles of the Illinois Tollway corridors safe and efficient for motorists. Each year, HELP assists more than 32,000 drivers and patrols more than 1.6 million miles. The fleet currently includes 14 active HELP trucks: 12 assigned to daily patrols and 2 maintained as reserves.

Bids may be submitted by either the sponsor (the company that providing financial support) or a marketing agency acting on behalf of the sponsor.

The selected Vendor (Sponsor) will pay the Illinois Tollway an annual sponsorship fee in exchange for the exclusive right to sponsor the HELP program. The Illinois Tollway anticipates selecting a Sponsor whose products or services align with the mission and values of the Illinois Tollway and the HELP program, enhancing public safety, health, and other positive public initiatives.

This sponsorship opportunity provides significant potential for brand visibility and public goodwill.

Sponsors may display branding on HELP program vehicles, operator uniforms, and other approved Illinois Tollway assets, including uniform patches for the front and back of operator apparel.

It is important to note that sponsorship differs from advertising. Unlike advertising, sponsorship does not involve the promotion of specific products or the promotion of specific products or services. All direct or indirect costs associated with providing the sponsorship shall be the assumed by the sponsor. HELP vehicles must maintain a consistent and uniform appearance.

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The Illinois Tollway reserves the right to reject any proposal or messaging that it determines to be inconsistent with the Illinois Tollway mission, inappropriate for public display, or otherwise unsuitable.

1.2.1 Background: The objective of the HELP Program is to assist the Illinois Tollway motorists whose vehicles are disabled or stranded. HELP operators provide rapid response and removal of disabled vehicles from driving lanes and assist with various roadway emergencies and incidents.

The program operates five (5) days per week from 5:00 a.m. to 8:00 p.m., across the Illinois Tollway ‘s 12 Maintenance Sections. The primary focus of HELP is the safety of the Illinois Tollway patrons and employees, and safety shall never be compromised.

Additional patrol hours are added during periods of extreme weather (temperatures of 0 degrees or below) or during holiday travel periods when incidents are more frequent.

HELP Truck Patrol Routes and Maintenance Sections:

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1.2.2 Sponsorship Opportunities: The Illinois Tollway envisions a variety of sponsorship possibilities.

Examples may include, but are not limited to those provided below:

1.2.2.1 Website Recognition: Sponsors call out on HELP program page

1.2.2.2 Sponsorship Recognition Patches on HELP uniforms:

4” x 4” breast patch, 4” x 6” shoulder path and 4” x 8” back patch

1.2.2.3 HELP Vehicle Decals: truck panel dimensions and availability are identified in section 3.2.3 (costs to produce and wrap vehicle are covered by the Sponsor)

1.2.2.4 E-Newsletter (No cost to Sponsor) Newsletters are sent out approximately 3 times a year, to more than 3 million I-PASS subscribers. The Tollway will deliver a minimum of one HELP sponsor story per year.

1.2.2.5 Promotional Cards:

These cards can be distributed by HELP vehicle operators during their motorist assists. Size and content to be approved by the Tollway. (Produced by the Tollway, NO cost to Sponsor)

1.2.2.6 Oases Poster: The Tollway has kiosks at Lake Forest, Chicago Southland, Belvidere and DeKalb Oasis. Sponsorship includes a minimum of one posting a year. Costs to produce posters will be incurred by the sponsor, Creative to be approved by Tollway prior to going to print. Tollway will install posters. Poster shelf life is typically six months.

Press Releases: Press Release related to the HELP program will include sponsorship name and message (No cost to sponsor).

1.2.2.7 Roadway Signage: The Tollway will permit promotional signage for each of the 12 Maintenance Sections (1 in each direction). Signage size and design shall be in accordance with the Manual on Uniform Traffic Control Devices (hereinafter referred to as “MUTCD”) and approved in advance by the Tollway. As many as 22 signs may be available. The Tollway will manufacture and install the signage.

1.2.2.8 Exclusive/Official Sponsor Designation:

1.2.3 Minimum Requirement of the Program Sponsor:

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The selected Sponsor shall meet all requirements under section 1.2.3. The selected Sponsor must be met & award will be made to the "Sponsor" who meets all the named requirements AND offers the highest sponsorship fee.

• Marketing Implementation: Provide a comprehensive marketing rollout plan, if the Sponsor is partnering with the Illinois Tollway for the first time.

• Coordination and Staffing: Designate appropriate staff or a broker to manage the coordination of all actionable sponsorship items.

• Sponsorship Fee Payment: Remit full payment of sponsorship fees at the program’s inception and annually thereafter on the anniversary date of the agreement.

• Branding and Decal Installation: Develop a clear plan for the installation of approved decals on HELP trucks, as well as the supply and delivery of employee uniform patches and roadway signage. The designated installation location shall be within fifteen (15) miles of any Illinois Tollway corridor. The Sponsor is responsible for all costs associated with decal production, wrapping, and installation.

• Approval of Materials: All signage, decals, and patches must receive prior approval from the Illinois Tollway before production or installation.

• Maintenance of Marketing Materials: Provide a plan for the periodic replacement of worn or outdated marketing materials to ensure consistent presentation and quality.

• Signage Production and Reimbursement: Roadway signage decals shall be produced and installed by the Illinois Tollway. The associated costs will be submitted to the Sponsor for reimbursement.

• Contract Withdrawal or Default: If the Sponsor withdraws from the contract or fails to remit the annual sponsorship fee, the Sponsor shall remain liable for all contractual obligations and associated costs. This includes, but is not limited to, the removal or replacement of decals and the restoration of Illinois Tollway vehicles and employee uniforms to their pre-contract condition.

1.2.4 Message Content Policy for the Illinois Tollway

The Illinois Tollway maintains clear guidelines for sponsorship messages displayed on Illinois Tollway property or communicated through Illinois Tollway media channels. These guidelines are designed to uphold the Illinois Tollway’s mission of maintaining a safe, efficient, and professional environment for all patrons.

All proposed sponsorship messages must adhere to the Illinois Tollway Advertising Content Policy and are subject to review and approval by the Illinois Tollway prior to publication or display. The Illinois Tollway’s decision regarding message approval is final.

Sponsorship messaging must comply with all applicable federal, state, and local laws, including ordinances, regulations, and specifications. The following standards apply:

• All sponsorship messaging must be truthful and accurate. False, deceptive, or misleading content, as well as messaging that incites violence is strictly prohibited.

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• Messaging that proposes or promotes unlawful activity or discrimination on any basis, including but not limited to race, color, sex, age, religion, disability, national origin, ancestry, sexual orientation, or veteran status, is prohibited.

• Messaging related to alcoholic beverages, tobacco, or controlled substances is prohibited.

• Messaging that is obscene, sexually explicit, or depicts graphic or violent content is not permitted.

• Messaging that contains graphic images explicit language or otherwise distracts motorists from safe driving is not permitted.

• Messaging directed toward or encouraging unlawful behavior, unsafe driving practices, or disregard for public safety is prohibited.

• Testimonials used in sponsorship messaging must be properly authorized, with written documentation provided to the Illinois Tollway.

• Messaging may not discourage adherence to safety laws or vehicular safety practices.

• Illinois Tollway Logos, symbols, or graphics may not be used without prior written authorization from the Illinois Tollway.

• Messaging may not imply or suggest the Illinois Tollway’s endorsement, rejection, or opinion of any products, service, or entity without written consent.

• Messaging must not compromise the safety of HELP vehicle operators or motorists or interfere with the HELP program’s ability to provide essential services.

• Messaging shall not impair the positive public perception of the Illinois Tollway, the

HELP program, or Illinois Tollway personnel.

The successful Sponsor shall indemnify and hold harmless the Illinois Tollway, its officers, directors, employees, and agents from all claims, liabilities, damages, costs, or attorney’s fees arising from the Sponsor’s messaging content or materials.

1.2.5 Approval: The Sponsor shall obtain written approval from the Illinois Tollway for all elements of the sponsorship program prior to implementation. This includes all decals, signage, HELP vehicle branding, operator uniforms, webpages, and any other location where sponsorship materials or logos may appear.

If the bid is submitted by a joint venture, a copy of the joint venture agreement must accompany the bid and be submitted with thirty (30) days after bid opening.

1.2.6 Program Sponsorship Fees: The selected Sponsor shall pay an annual Sponsorship fee to the Illinois Tollway for each year of contract. All associated direct and indirect costs related to sponsorship fulfillment, including applicable taxes, shall be the sole responsibility of the Sponsor.

The initial annual sponsorship fee shall be paid at the time of contract execution. Subsequent annual payment shall be due on the anniversary date of the agreement. Payments not received within sixty (60) days of the due date shall constitute a material breach of contract, placing the Sponsor in default.

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The Illinois Tollway reserves the right to mend, suspend, withdraw, or terminate the Invitation for Bid (IFB) and any related appendices, exhibits, or addenda at any time prior to the opening of bids. The Illinois Tollway also reserves the right to waive any deviation or defect in a bid, if in the judgment of the Illinois Tollway and its State and/or Chief Procurement Officers, such deviation or defect is not material to the substance of the bid.

1.2.7 Special Events: The Illinois Tollway may, at its discretion, authorize the Sponsor to utilize a HELP truck for special promotional or public events. Such request must be made in writing by the Sponsor or its marketing representative no later than three (3) weeks prior to the proposed event date.

Approval for such events shall be granted solely at the discretion of the Illinois Tollway and is subject to vehicle availability. Approved events may occur only during off-duty hours and must adhere to all applicable Illinois Tollway safety, operational, and branding standards.

The Sponsor shall reimburse the Illinois Tollway the hourly contract wage rate of the HELP vehicle operator(s) including any overtime wages and benefit costs deemed appropriate, estimated at $200 per hour with a $50 per hour truck usage fee to cover fuel and vehicle wear and tear. Vehicles may not be used for special events outside of the limits of a maintenance district. Any additional fees that accompany the proposed event will be the sole responsibility of the sponsor. The Illinois Tollway reserves the right to cancel any promotional HELP vehicle participation should the Illinois Tollway operational needs require.

1.2.8 Safety: The Sponsor 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 the Illinois Tollway personnel and property. The Sponsor shall at their own expense, conform to safety policies and regulations and comply with all specific safety requirements of the Occupational Safety and Health Act (OSHA) of 1970 and the Construction Safety Act of 1969 and all other related Acts.

1.2.9 Protection of Property: The Sponsor shall conduct the work so as not to interfere with or hinder the daily activity within or around the designated work area that is established by the Illinois Tollway. If in the event, any damages (replacement, repairs) to existing property occur, the Sponsor 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. Peak hours are considered Monday through Friday, 8:00 a.m. to 4:00 p.m.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Reporting, Status and Monitoring: At the Illinois Tollway's option, the Parties shall work together to monitor performance during the contract. This may include use of a performance scorecard with conditions, milestones, requirements, or timetables that shall be met before additional steps may be v.25.4 taken, or payment is due. The scorecard may also record matters related to price, service, quality and other factors deemed important. The Sponsor shall cooperate with the Illinois Tollway in this monitoring activity, which may require that the Sponsor report progress and problems (with proposed resolutions), provide records of its performance, allow random inspections of its facilities, participate in scheduled meetings and provide management reports as requested by the Illinois Tollway.

1.4. VENDOR/STAFF SPECIFICATIONS: The Sponsor is financially responsible for all aspects of this contract. The Illinois Tollway is responsible for receiving the sponsorship fees only. No additional charges of any kind will be accepted or paid by the Illinois Tollway (except as noted herein).

Additional Vendor Responsibilities:

The successful Sponsor shall be responsible for the sponsorship fee, promotional/program element expenditures and the following services: Production of the truck and uniform indicia and patches.

Installation of the truck indicia/wrapping shall be performed within thirty (30) miles of the Tollway's system.

The broker is responsible for the actions and/or inactions of its Subcontractor including but not limited to collecting and submitting certification and disclosure documents. As stated in section 1.2.5, should the successful sponsor withdraw from the contract or fail to remit its annual sponsorship fee, said sponsor shall remain liable and responsible for all contract fees, and any costs incurred to reinstate Tollway vehicles and employee uniforms to their precontract status.

Fee for sponsorship shall be paid upon the signing of the contract, and at the anniversary date for each subsequent year of the contract. The vendor shall identify annual sponsorship fee and total fee for the three-year contract.

1.5. SUBCONTRACTING:

Subcontractors are not allowed.

1.5.1. Will subcontractors be utilized? Yes No

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

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

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

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1.5.2. 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

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

1.5.3. 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.

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

1.6. 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

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2. PRICING

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

2.4. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this Contract the BidBuy Purchase Order as it contains the agreed pricing.

2.4.1. Pricing shall be submitted in the following format: The Illinois Tollway is providing the vendor information in the table below for the purpose of determining the bidder who submits the highest sponsorship fee. All requirements under section 1.2.3 must be met and award will be made to the "bidder" who meets all the named requirements AND offers the highest sponsorship fee. Failure to bid on all items shall result in a disqualified bid.

Description Sponsorship fee

Annual Sponsorship fee – Year 1 All Pricing shall be entered into BidBuy to be considered.

Annual Sponsorship fee - Year 2 All Pricing shall be entered into BidBuy to be considered.

2.5. ECONOMIC ADJUSTMENTS:

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

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

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

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

2.7. 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

3.3. TERM:

3.3.1. TERM OF THIS CONTRACT: The Contract will have an initial term of two (2) years, anticipated as March

1, 2026, or upon the last dated signature of the Parties, whichever is later. In no event will the maximum total term of the Contract, including the initial term, any renewal terms, and any extensions, exceed ten

(10) years. Vendor shall not commence billable work in furtherance of the Contract prior to final execution of the Contract except when permitted pursuant to 30 ILCS 500/20-80.

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

• Renewal #1: March 1, 2029, through February 28, 2030

• Renewal #2: March 1, 2030, through February 28, 2031

• Renewal #3: March 1, 2031, through February 28, 2032

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

3.4. 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.

3.5. 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.

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3.6. 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.

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4. STANDARD BUSINESS TERMS AND CONDITIONS

4.3. PAYMENT TERMS AND CONDITIONS:

4.3.1. 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.

4.3.2. 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.

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

4.3.4. 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.

4.3.5. 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.

4.3.6. 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.

4.3.6.1. 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.

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

https://labor.illinois.gov/

Send invoices to:

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

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

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

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

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

4.6. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this Contract and any subcontract necessary to support amounts charged to the State pursuant this Contract or a subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the Contract or completion of the Contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay Contract costs, the Vendor and its subcontractors must retain their respective records for five

(5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this Contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

mailto:FinanceInvoices@getipass.com

4.7. 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.

4.8. 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.

4.9. 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.

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

4.11. 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.

4.12. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s v.25.4 negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this Contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.13. 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 the 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.

4.14. 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.

4.15. 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.

4.16. 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.

4.17. 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.

4.18. APPLICABLE LAW:

4.18.1. 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.

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

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

4.18.4. 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).

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4.19. 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.

4.20. 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.

4.21. 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.

4.22. 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.

4.23. 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.

4.24. 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.

4.25. 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.

4.26. 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.

4.27. WARRANTIES FOR SUPPLIES AND SERVICES:

4.27.1. 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 v.25.4 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.

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

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

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

4.29. EMPLOYMENT 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 information about tax credits.

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5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

Required Federal Clauses, Certifications and Assurances

Public Works Requirements (construction 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 printing, 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 Invitation for Bid (IFB), taken together, comprises the Contract between the parties. With respect to any inconsistency or conflict among these documents the following order of precedence shall prevail:

1. This Contract

2. The IFB Vendor Instructions and Requirements

3. Other submissions received after the initial proposal as part of the renegotiation 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 duties under this Contract. Vendor represents that it shall utilize 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 notify the Vendor and the Vendor shall replace that individual.

5.3. Publicity: Vendor shall not, in any advertisement or any other type of solicitation 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 advertisement or solicitation without prior written approval except as required by law.

5.4. Consultation: Vendor shall keep the Tollway fully informed as to the progress of matters covered by this Contract. Where time 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 conditions of the Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

5.7. Vendor’s Termination Duties: The Vendor, upon receipt of notice of termination 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 notice of termination, describing the status of all work under the Contract, including, without limitation, results accomplished, conclusions resulting there from, any other matters 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 instructions for the timely transfer of any active…