26-1382_Contract_ Rock Salt 2026-2027.pdf

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

State of Illinois Contract v.25.4

The Illinois State Toll Highway Authority Contract # 26-1382 Rock Salt 2026-2027 BidBuy Bid# 27-557THA-ENGRD-B-54100

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

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

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

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

The Illinois Tollway is seeking one or more vendors to provide bulk rock salt to be purchased on an as-needed basis during the contract period.

1.2.1. Rock Salt SpecificaƟon Requirements:

1.2.1.1. Rock Salt shall comply with the requirements of The American AssociaƟon of Illinois Tollway

Highway and TransportaƟon Officials (AASHTO) SPECIFICATION M143, SODIUM CHLORIDE TYPE

1, GRADE 1.

1.2.1.2. Rock Salt shall be free flowing fresh stock. Reclaimed or re-crushed rock salt will not be accepted and shall be rejected by delivery site.

1.2.2. QuanƟty Commitments: All parƟcipants who complete the annual survey will have the opƟon to choose between a minimum of 80% or 100% purchase commitment and will be allowed a maximum of 120% purchase commitment as defined below. All minimum purchase commitments will be defined in the line-item descripƟon within BidBuy.

1.2.2.1. Minimum 80% Commitment: The minimum purchase commitment is 80%. That means that if the Illinois Tollway esƟmates a quanƟty of 100 tons, the Illinois Tollway is only obligated to order 80 tons. That is 80% of the esƟmated quanƟty. The Illinois Tollway shall have no further liability to the Vendor for further remaining quanƟƟes.

1.2.2.2. Maximum 120% Commitment: The Vendor shall agree to provide up to 120% of the bid quanƟty esƟmated tonnage at the same contract price. That means that a quanƟty contract quanƟty of 100 tons allows for an order up to 120 tons at the same contract price.

1.2.2.3. QuanƟƟes Exceeding 120% Maximum: In some instances, the Illinois Tollway may require quanƟƟes that would exceed the maximum commitment of the Vendor; in such instances, any delivery shall be made upon the mutual agreement of all parƟes.

1.2.3. Weights and Measures Requirements and Adjustments:

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1.2.3.1. Weights and Measures: All measurements for weight shall be from scales, meeƟng the requirements of The Weights and Measures Act of the Illinois Tollway of Illinois (225 ILCS 470). The Vendor shall provide accurate weights of materials delivered to the Illinois Tollway.

These weights shall be documented on delivery Ɵckets which shall idenƟfy the source of the material, type of material, the date and Ɵme the material was loaded, the release number, the net weight, the tare weight, and the idenƟficaƟon of the transporƟng vehicle.

1.2.3.2. The Illinois Tollway reserves the right to conduct random, independent vehicle weight checks for salt deliveries. This will require that trucks occasionally be directed to a scale near the delivery point.

1.2.3.3. Should the vehicle weight check result in the net weight of material on the vehicle to exceed the net weight of material shown on the Vendor’s delivery Ɵcket by 600 pounds or more, the Illinois Tollway will document the independent vehicle weight check and immediately furnish a copy of the results to the Vendor. No adjustment in pay quanƟty will be made.

1.2.3.4. Should the vehicle weight check result in the net weight of material shown on the delivery Ɵcket to be less than the net weight of material on the vehicle by the tolerance of 600 pounds or more, the Illinois Tollway will document the independent vehicle weight check (IWC1), immediately furnish a copy of the results to the Vendor, and immediately perform a second independent weight check (IWC2). The vehicle will be weighed on a second independent Department of Agriculture cerƟfied scale used for the iniƟal independent weight check. If the second independent weight check (IWC2) is within the 600-pound tolerance, no pay adjustments will be made, and random independent weight checks will resume. If the second weight check confirms the net weight of the material shown on the Vendor’s delivery Ɵcket is less than the net weight of material on the vehicle by 600 pounds or more, the Illinois Tollway will adjust the net weight shown on the delivery Ɵcket to the checked delivered net weight as determined by the iniƟal independent vehicle weight check (IWC1).

1.2.3.5. Method of Measurement: The Illinois Tollway will also adjust the method of measurement for subsequent truck loads using the same scale based on the out-of-tolerance independent weight checks (ICW1). The net weight of rock salt delivered to the Illinois Tollway from this source, will be adjusted by applying a correcƟon factor “A” as determined by the following formula:

A = [1.0 – (B - C) / B]; Where A < 1.0 and B – C > 600 Where: A = Adjustment factor B = Net weight shown on the delivery Ɵcket from Vendor C = Net weight on the vehicle determined from independent weight check from IWC1 The adjustment factor will be applied as follows:

Adjusted Net Weight = A x Delivery Ticket Net Weight

The adjustment factor will be imposed unƟl the cause of the deficient weight is idenƟfied and corrected by the Vendor to the saƟsfacƟon of the Illinois Tollway. If the cause of the deficient weight is not idenƟfied and corrected within seven calendar days, the Illinois Tollway reserves the right to immediately, and without noƟce to Vendor, take acƟon to remedy Vendor failure. This acƟon may include the terminaƟon of the order and purchase of salt from other sources, or other acƟon to ensure ice control availability for public safety purposes. Note that any or all addiƟonal costs may be collected from the original Vendor, in addiƟon to the applied weight adjustments.

Should the Vendor elect to challenge the results of the independent weight check, the Illinois Tollway will conƟnue to document the weight of material for which the adjustment factor would be v.25.4 applied. However, provided the Vendor furnishes the Illinois Tollway with wriƩen documentaƟon that the source scale has been calibrated within seven calendar days aŌer the date of the independent weight check, adjustments in the weight of material paid for will not be applied unless the scale calibraƟon demonstrates that the source scale was not within the specified Department of Agriculture tolerance.

1.2.3.6. DeducƟons: The Illinois Tollway reserves the right to assess, and apply if applicable, invoice deducƟons for the following:

Moisture Content: DeducƟons by percentage for moisture content based on total weight shall be determined by the following ranges:

Moisture Content (%) DeducƟon in Price (Per Truckload)

0.00 TO 2.00 NO DEDUCTION

2.01 TO 2.50 10% DEDUCTION

2.51 TO 3.00 15% DEDUCTION

3.01 TO 3.50 20% DEDUCTION

3.51 TO 4.00 25% DEDUCTION

GREATER THAN 4.01 REJECTION OF LOAD

Sodium Chloride (NACL) Content: The Illinois Tollway reserves the right to accept delivery of rock salt which has a Sodium Chloride (NACL) content of less than 95.0 percent, but not less than 90.0 percent. When such reservaƟon is applied, final payment will be made on the following basis:

1.2.3.6.1. When NACL content is between 94.0 and 94.9 percent, the price to be paid shall be the contract price less $5.00 per ton.

1.2.3.6.2. When NACL content is between 90.0 and 93.9 percent, the price paid shall be contract price less $10.00 per ton.

1.2.3.6.3. When the NACL content is less than 90.0 percent, the load will be rejected.

1.2.4. Ordering

1.2.4.1. Order Placement: Orders may be placed with the Vendor (Monday-Friday) via telephone, with a wriƩen electronic communicaƟon (e-mail) to follow. Vendors shall arrange for immediate shipment upon receipt of order from an Illinois Tollway representaƟve.

1.2.4.2. Order QuanƟƟes: Orders shall be scheduled in amounts that make up full (22-25 tons) truckloads, orders for less than truckload will not be accepted.

1.2.4.3. Order Timeline: For an order placed prior to 9:00 a.m. on a given day, that day would be considered as the first calendar day of the seven (7) day delivery period. For an order placed aŌer 9:00 a.m. on a given day, the day following would be considered as the first calendar day of the seven (7) day delivery period, or as amended by order guidelines in SecƟon 1.2.5.6.

1.2.4.4. Order Guidelines: The Illinois Tollway may order up to 20% of their 100% contracted tonnage in any given week and Vendor shall deliver within 7 working days aŌer receipt of order. QuanƟƟes v.25.4 ordered above the 20 percent threshold shall have an extended delivery Ɵme of one working-day for each one percentage-point above the 20% guideline. For example, if the Illinois Tollway orders 25% of their awarded total 100 tons, delivery of the first 20 tons (20%) shall be within 7 working days aŌer receipt of order and the remaining 5 tons shall be delivered within 12 working days aŌer receipt of the order.

1.2.4.5. Peak Season Orders: AŌer hours and weekend delivery arrangements are encouraged during severe seasonal weather events to provide Vendor with an addiƟonal ability to maintain a prompt order delivery schedule. Orders placed during peak season should be in accordance with projected requirements and not in excess of the order guidelines, thereby hindering a vendor’s ability to maintain a prompt order delivery schedule.

1.2.4.6. Post Season Orders: All orders for Rock Salt shall be placed by the end of July for the previous season’s esƟmated usage. If the locaƟon does not have adequate capacity to hold the rock salt, the Vendor may elect to add a storage charge per ton/day. Storage for all post-season orders shall not exceed a period of six (6) months.

1.2.4.7. Maximum Overage Tonnage Allowed for QuanƟty Commitments: The Vendor shall deliver within one full truck load of 22-25 tons for each total quanƟty commitment. The Illinois Tollway will be required to pay for any overage tons delivered over the quanƟty commitment and within the full truck load of 22-25 tons. If the Vendor should deliver more than the max.

allowed, then the Illinois Tollway will have the opƟon to request that the Vendor pick up the tonnage amount of rock salt to meet the maximum overage tonnage at no cost to the governmental unit.

1.3. MILESTONES AND DELIVERABLES: Vendor invoices shall show the date orders were placed with the Vendor and the dates and tonnage amounts of salt delivered.

1.4. VENDOR/STAFF SPECIFICATIONS: N/A

1.5. TRANSPORTATION AND DELIVERY: Delivery shall be made on a FOB (Free on Board) DesƟnaƟon basis to the

Illinois Tollway M-Sites listed in the bidding documents. The vendor must manage and fund all transportaƟon and delivery logisƟcs. Unit prices must include all associated shipping, handling, and delivery fees.

The Tollway will issue orders on an as-needed basis throughout the contract term, rather than as a single, one-Ɵme purchase.

Salt order deliveries will be accepted only during regular workdays (Monday through Friday) and work hours (7:00 a.m. - 3:00 p.m.) excluding Illinois Tollway holidays, except where special arrangements are made in advance with an appropriate representaƟve at the delivery site.

1.5.1. Each Vendor and subcontractor shall have an automaƟc printer to record the gross weight of rock salt.

The automaƟc printer shall be an integral part of the scale equipment, or the scale and printer shall be directly connected in a manner that will prohibit the manual entry of gross weights. Tare and net weights shall be shown on weigh Ɵckets and may be printed automaƟcally or entered manually.

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The Illinois Tollway reserves the right to immediately, and without noƟce to Vendor or subcontractor, take acƟon to remedy Vendor failure of automaƟc prinƟng. This acƟon may include the terminaƟon of the order and purchase of salt from other sources, or other acƟon to ensure all weights and measures are correct.

Unless otherwise directed, delivery Ɵcket must also be signed by an authorized Illinois Tollway representaƟve at the delivery locaƟon point to verify that the Illinois Tollway has accepted the material.

The Vendor shall include the release order number and the date of delivery on each delivery Ɵcket. The Vendor shall ensure all weights and measures shown on all Ɵckets are correct.

1.5.2. Delivery Requirements: All truck loads shall be covered with weatherproof material (generally a tarp).

Any truck loads not covered may be rejected at the delivery site. Vendor shall ensure the delivery person inspects the inside of the trailer and all salt is removed from the trailer before leaving a delivery point. Pre-loading trucks prior to the date of delivery is not allowed and may be rejected at the delivery site. In the event the Illinois Tollway discovers preloaded rock salt already dumped at its locaƟon, the salt may be reloaded onto the cartage hauler’s truck by the Illinois Tollway and returned for credit and the Vendor shall immediately ship a conforming load of replacement Rock Salt, or at agencies’ opƟon to issue a refund consistent with the dollar amount of the original order.

1.5.3. Delivery Method: All deliveries will be on the basis of the "End-Dumping" method. Vendors shall be governed by the specific delivery instrucƟons, as to unloading points, issued by the Illinois Tollway when they place their order for a parƟcular locaƟon.

1.5.4. Weights and Measures: The Illinois Tollway reserves the right to request that trucks may occasionally be directed to a scale in the vicinity of the delivery point as a check on delivered truckloads. The Illinois Tollway reserves the right to take acƟon to remedy Vendor’s failure to provide accurate weight and measures.

1.5.5. Foreign Materials: All truck loads shall be free of any foreign material such as mud, rocks, grader teeth, wood, tarpaulins, etc. or the load may be rejected. In the event the Illinois Tollway discovers foreign material in truckloads of rock salt already dumped at its locaƟon, the salt and foreign maƩer may be reloaded onto the cartage hauler's truck by the Illinois Tollway and returned for credit and the Vendor shall immediately ship a conforming load of replacement Rock Salt, or at agencies’ opƟon to issue a refund consistent with the dollar amount of original order.

1.5.6. Damages: The Illinois Tollway reserves the right to take acƟon against Vendor delivery failure as follows:

1.5.6.1. Liquidated Damages: From December 1 through May 1 of the current season, if the Vendor is unable to make delivery within the authorized delivery Ɵme, the Illinois Tollway shall assess and have the right to retain as Liquidated Damages, and not as a penalty, 5 percent per working day on the undelivered porƟon of the order, but not to exceed 50 percent of the total order. The Illinois Tollway and Vendor agree that at the Ɵme of contracƟng, the amount of actual damages is uncertain. The Illinois Tollway and Vendor further agree that the amount of Liquidated Damages in this SecƟon is reasonable and bears relaƟon to the damages which may be sustained in the event of a breach.

1.5.6.2. Delivery Failure Damages: If aŌer seven (7) days’ assessment of Liquidated Damage claims, a Vendor has sƟll failed to deliver as required, the Illinois Tollway reserves the right to immediately, and without noƟce to Vendor, take acƟon to remedy Vendor failure. This may include the terminaƟon of the order and purchase of salt from other sources, or other acƟon to ensure ice control availability for public safety purposes. Note that any or all addiƟonal costs may be collected from the original Vendor, in addiƟon to the applied Liquidated Damages.

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1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be uƟlized? Yes No

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

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

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

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

Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

DescripƟon of Work: Click here to enter text

Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

DescripƟon of Work: Click here to enter text

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

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

1.6.4. If at any Ɵme during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly noƟfy, in wriƟng, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor v.25.4 will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

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

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

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

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

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

Value of services performed at this locaƟon: Click here to enter text v.25.4

2. PRICING

2.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or esƟmated at the Ɵme it is submiƩed for obligaƟon. The total price of this Contract is esƟmated.

2.1.1. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this Contract the BidBuy Purchase Order as it contains the agreed pricing. Pricing must include all costs shipped F.O.B. desƟnaƟon and may not include any addiƟonal costs due to taxes (federal or otherwise).

2.2. Pricing shall be submiƩed in the following format: The Tollway provides the vendor informaƟon in the table below to determine a low bidder. Vendors may bid on one, mulƟple, or all lines items to be considered responsive. Each line item shall be awarded based on lowest responsive and responsible bidder. If an award should be made, it could be awarded to mulƟple vendors. This IFB seeks fixed unit pricing for an as-needed, mulƟ-delivery contract with a one (1) year term. QuanƟƟes are esƟmates only, and orders will be placed incrementally throughout the year. This is not a single-purchase agreement.

Line # M-Site LocaƟon

EsƟmated QuanƟƟes /

Unit of Measure

Unit Price

Extension (EsƟmated

QuanƟƟes x Unit Price)

1 M-4 I-94 @ Route 132 Milepost 8.3

Northbound

3700 Tons Enter Price in

BidBuy Enter Price in

BidBuy

2 Spur I-294 @ Lake-Cook Road Milepost

52.7 Northbound

3400 Tons

BidBuy Enter Price in

BidBuy

3 M-5 575 W. Central Road

I-90 @ Roselle Road

6200 Tons

BidBuy Enter Price in

BidBuy

4 M-6 I-90 @ Route 20 Milepost 42.1

Westbound

5200 Tons

BidBuy

BidBuy v.25.4

Line # M-Site LocaƟon

EsƟmated QuanƟƟes /

Unit of Measure

Unit Price

Extension (EsƟmated

QuanƟƟes x Unit Price)

5 M-7 I-90 @ Business Route 20 Milepost

15.4 Westbound

4800 Tons

Enter Price in BidBuy

Enter Price in

6 M-11

I-88 @ Annie Glidden Road Milepost

91.6 Westbound

4600 Tons

BidBuy Enter Price in

BidBuy

7 M-16 I-390 @ Route 83 Milepost 16.4

Westbound 3800 Tons

Enter Price in BidBuy

2.3. ECONOMIC ADJUSTMENTS:

“This secƟon has been leŌ blank intenƟonally.”

2.4. RENEWAL COMPENSATION:

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

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3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The Contract will have an iniƟal term of one (1) year, commencing upon the last dated signature of the ParƟes. In no event will the maximum total term of the Contract, including the iniƟal term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the Contract prior to final execuƟon of the Contract except when permiƩed pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: Subject to the maximum total term idenƟfied above, the State has the opƟon to renew for the following term(s):

3.2. TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in part, immediately upon noƟce to the Vendor if: (a) the State determines that the acƟons or inacƟons of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has noƟfied the State that it is unable or unwilling to perform the Contract.

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

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

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

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

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

The State, at its sole opƟon, may terminate or suspend this Contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriaƟon sufficient to pay such obligaƟon, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriaƟon(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discreƟon or as directed by the Office of the Governor, that a reducƟon is necessary or advisable based upon actual or projected budgetary consideraƟons. Contractors will be noƟfied in wriƟng of the failure of appropriaƟon or of a reducƟon or decrease.

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4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

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

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

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

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

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

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

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

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

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

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

Send invoices to:

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

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

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

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

Vendor must receive prior wriƩen approval before use of any subcontractors in the performance of this Contract. Vendor shall describe, in an aƩachment if not already provided, the names and addresses of all authorized subcontractors to be uƟlized by Vendor in the performance of this Contract, together with a descripƟon of the work to be performed by the subcontractor and the anƟcipated amount of money that each subcontractor is expected to receive pursuant to this Contract. If required, Vendor shall provide a copy of any subcontracts within fiŌeen (15) days aŌer execuƟon of this Contract. All subcontracts must include the same cerƟficaƟons that Vendor must make as a condiƟon of this Contract. Vendor shall include in each subcontract the Standard Illinois CerƟficaƟon form available from the State. If at any Ɵme during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly noƟfy, by wriƩen amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

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

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

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

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

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

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

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

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabiliƟes, seƩlements and judgments, including in-house and contracted aƩorneys’ fees and expenses, arising out of: (a) any breach or violaƟon by Vendor of any of its cerƟficaƟons, representaƟons, warranƟes, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s v.25.4 negligent performance; (c) any act, acƟvity or omission of Vendor or any of its employees, representaƟves, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this Contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with ArƟcle VIII, SecƟon 1(a),(b) of the ConsƟtuƟon of the State of Illinois and 1973 Illinois AƩorney General Opinion 78, the State may not indemnify private parƟes absent express statutory authority permiƫng the indemnificaƟon. Neither Party shall be liable for incidental, special, consequenƟal, or puniƟve damages.

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

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

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

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

3. Workers CompensaƟon insurance as required by the State of Illinois providing statutory benefits, and

Employers’ Liability of not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit, including voluntary compensaƟon.

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

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

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

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

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

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

v.25.4

4.12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the State shall be made on that basis.

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

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

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

4.16. APPLICABLE LAW:

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

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

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

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

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

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

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

4.20. NOTICES: NoƟces and other communicaƟons provided for herein shall be given in wriƟng via electronic mail whenever possible. If transmission via electronic mail is not possible, then noƟces and other communicaƟons shall be given in wriƟng via registered or cerƟfied mail with return receipt requested, via receipted hand v.25.4 delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and Ɵme of successful receipt. NoƟces shall be sent to the individuals who signed this Contract using the contact informaƟon following the signatures. Each such noƟce shall be deemed to have been provided at the Ɵme it is actually received. By giving noƟce, either Party may change its contact informaƟon.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modificaƟons and waivers must be in wriƟng and signed by authorized representaƟves of the ParƟes. Any provision of this Contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the ParƟes’ intent. All provisions that by their nature would be expected to survive, shall survive terminaƟon. In the event of a conflict between the State’s and the Vendor’s terms, condiƟons and aƩachments, the State’s terms, condiƟons and aƩachments shall prevail.

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this Contract will: (a) conform to the standards, specificaƟons, drawing, samples or descripƟons furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specificaƟons aƩached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in wriƟng, and fit and sufficient for the intended use; (c) comply with all Federal and State laws, regulaƟons and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good Ɵtle and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitaƟons, reasonable aƩorney’s fees and expenses, arising from failure of the supplies to meet such warranƟes.

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

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

v.25.4

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

4.27. 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 informaƟon about tax credits.

v.25.4

5. STATE SUPPLEMENTAL PROVISIONS

Agency DefiniƟons

Required Federal Clauses, CerƟficaƟons and Assurances

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

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

ILLINOIS TOLLWAY SUPPLEMENTAL PROVISIONS

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

1. This Contract

2. The IFB Vendor InstrucƟons and Requirements

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

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

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

5.4. ConsultaƟon: Vendor shall keep the Tollway fully informed as to the progress of maƩers covered by this Contract. Where Ɵme permits and Vendor is not otherwise prohibited from so doing, Vendor shall offer the Tollway the opportunity to review relevant documents…