B 50707 Contract.docx

The following information will become the contract between the awarded vendor and the Illinois Department of Natural Resources Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements”.

State of Illinois Contract v.25.4

Illinois Department of Natural Resources OLE Boat Motor Replacements

26-422DNR-LAWEN-B-50707

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE: The Illinois Conservation Police intend to procure twelve (12) replacement outboard boat motors of various sizes and horsepower for boats currently in use. The motors to be replaced have reached their end of life due to use, age, and parts availability. The specifications attached are intended to describe and establish minimum requirements for the motors intended to re-power (replace motors).

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

MULTIPLE LINE ITEM AWARD:

Award will be made to the compliant low bidder by line item. In the event the low bidder is unable to provide and install the motor(s) by June 30th, 2026, award may be made to the next lowest priced vendor for that line item.

BRAND NAME OR EQUAL:

The use of a brand name is for describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. Or Equal submissions will not be rejected because of minor differences in design, construction or features that do not affect the suitability of the product for its intended use. Burden of proof that the product is equal is on the bidder.

BOAT MOTOR REPLACEMENT SPECIFICATIONS:

Listed in Order by Item Number:

ITEM #1

150HP Outboard Motor Quantity: 3

**MAKE, MODEL, YEAR OF BOAT AND CURRENT ENGINE STATED

FOR VENDOR TO REFERENCE FOR COMPATABILITY PURPOSES.

· Current Boat:

2013 Sea Ark 2072 V Pro Center Console

· Current Engine:

Mercury Pro XL Optimax 150

· EQUIVALENT ENGINE TO BE PROVIDED BY VENDOR:

· 150hp four stroke

· inline 4 cylinder engine

· DOHC 16-Valve

· Remote steering

· Power trim and tilt

· Color black

· 2 stage gear reduction

· Offset drive shaft

· Water in fuel sensor

· Low oil pressure sensor

· 450-520 lbs

· minimum 3 Year outboard warranty

· Hour meter

ITEM #2

70 HP Outboard Boat Motor Quantity: 1

**MAKE, MODEL, YEAR OF BOAT AND CURRENT ENGINE STATED

FOR VENDOR TO REFERENCE FOR COMPATABILITY PURPOSES.

· Current Boat:

Boat Excel 1754SWV4

· Current Engine:

Motor Mud Buddy HDR 4000EFI

· EQUIVALENT ENGINE TO BE PROVIDED BY VENDOR:

· 70HP four stroke

· inline 4 cylinder engine

· DOHC 16-Valve

· Tiller steering

· Power trim and tilt

· Color: Dark Bluish Gray

· Low oil pressure sensor

· 200-300 lbs

· minimum 3 Year outboard warranty

ITEM #3

115HP Outboard Boat Motor Quantity: 1

**MAKE, MODEL, YEAR OF BOAT AND CURRENT ENGINE STATED

FOR VENDOR TO REFERENCE FOR COMPATABILITY PURPOSES.

· Current Boat:

2005 Sea Ark 2072 Center Console.

· Current Engine:

Mercury Pro XS 115 Currently on it. (Rated for 130) New motor and controls.

· EQUIVALENT ENGINE TO BE PROVIDED BY VENDOR:

· 115hp four stroke

· inline 4 cylinder engine

· DOHC 16-Valve

· Remote steering

· Power trim and tilt

· Color black

· 2 stage gear reduction

· Offset drive shaft

· Water in fuel sensor

· Low oil pressure sensor

· minimum 3 Year outboard warranty

ITEM #4

50 HP Outboard Motor Quantity: 1

**MAKE, MODEL, YEAR OF BOAT AND CURRENT ENGINE STATED

FOR VENDOR TO REFERENCE FOR COMPATABILITY PURPOSES

· Current Boat:

War Eagle 17’ Age: 2000

· Current Engine:

· Age - 2000

· Make – Evinrude

· Model – Unable to determine model

· Horsepower – 50

· Lower Unit Length – 20”

· Steering System – Hydraulic

· EQUIVALENT ENGINE TO BE PROVIDED BY VENDOR:

· 50 Horsepower Four Stroke Specifications

· HP / kW - 50 / 37

· Engine type - Inline 4

· Displacement (CID/CC) - 60.8 / 995

· Full throttle RPM - 5500-6000 –

· Fuel induction system - 2 valves per cylinder, single overhead cam (SOHC)

· Alternator amp / Watt - 18 amp / 226 watt

· Recommended fuel - Unleaded 91 RON Minimum –

· Recommended oil - Mercury Four Stroke 25W40 Marine Oil

· Engine protection operator warning system - SmartCraft Engine Guardian

· Starting - Electric (turn-key)

· Steering - Hydraulic

· Remote - Tiller Kit

· Shaft length - 20" / 508 mm

· Gearcase ratio - 2.33:1

· Dry weight *Lightest model available - 118 kg –

· Bore and stroke - 2.56 x 2.95" / 65 x 75 mm

· Ignition - ECM 07 Digital Inductive

· Fuel system - Electronic Fuel Injection (EFI)

· Cooling system - Water-cooled with thermostat

· Gear shift - F-N-R

· Gearcase options - Command Thrust

· Trim system - Power Trim

· Exhaust system - Through prop

· Shallow water trim range (degrees) - 20

· Remote fuel tank - Yes

· Color – Black

ITEM #5

200 HP Outboard Boat Motor Quantity: 2

**MAKE, MODEL, YEAR OF BOAT AND CURRENT ENGINE STATED

FOR VENDOR TO REFERENCE FOR COMPATABILITY PURPOSES.

· Current Boat:

· Type – 240 Justice

· Current Engines (two):

· Make – Mercury

· Model – 200 Optimax

· Horsepower – 200

· Requested Engines (2 total engines) and associated cables, wiring, lines, and controls:

· EQUIVALENT ENGINES TO BE PROVIDED BY VENDOR:

· 200 HP Each

· 4- Stroke Only

· Engine Type: DOHC 16 Valve

· Fuel Delivery System: Multipoint Sequential Electronic Fuel Injection

· Starting System: Electronic

· Number of Cylinders: Inline 4 cylinder

· Displacement inches (cc): 175.9 (2,867) –

· Bore X Stroke inches (mm): 3.81 x 3.81 (97 x 97)

· Maximum output: 200 HP

· Operating Range (RPM): 5500 - 6100

· Steering: Remote – add Hydraulic

· Controls - Remote Precision Control or equivalent

· Gauges: Digital gauges, SmartCraft digital technology compatible. Gauges to include RPM for each motor, speed, temp, oil. And any other gauge specific to the operation of the motors. -

· Oil Pan Capacity : 8.5 qt. (9.0 ltr)

· Ignition System: Solid State Direct Ignition

· Alternator: 12V 44A

· Engine Mounting: Shear Mount

· Trim Method: Power Trim and Tilt

· Gear Ratio: 2.50 : 1

· Gear Shift: F-N-R

· Exhaust: Through Prop Hub Exhaust

· Drive Protection: Rubber Hub

· PROPELLER SIZE (in): appropriate prop to reach desired RPM

· Propeller material- stainless. 2 props for each unit/ 4 total

ITEM #6

150HP Outboard Motor Quantity: 2

**MAKE, MODEL, YEAR OF BOAT AND CURRENT ENGINE STATED

FOR VENDOR TO REFERENCE FOR COMPATABILITY PURPOSES.

· Current Boat:

· Brunswick 750 Impact F03448

· Age: 2015

· Current Engines (2 total engines)

· Serial Number- 2B202989 and 2B200769

· Age - 2015

· Make – Mercury

· Model – 150XL 4S

· Horsepower – 150

· Lower Unit Length – 25’’

· Steering System – Power Steering

· EQUIVALENT ENGINES TO BE PROVIDED BY VENDOR:

· 150 HP Each. 4- Stroke Only

· Engine Type: DOHC 16 Valve

· Fuel Delivery System: Multipoint Sequential Electronic Fuel Injection

· Starting System: Electronic

· Weight (lbs): 400– 500 lbs

· Number of Cylinders: Inline 4 cylinder

· Displacement inches (cc): 150 HP (3,000 cc) – 3.0L

· Bore X Stroke inches (mm): 4 x 3.6 (101.6 x 91.44)

· Maximum output: 150 HP

· Operating Range (RPM): 5500 - 6100

· Steering: Remote – add Hydraulic

· Controls - Remote Precision Control or equivalent

· Gauges: Digital gauges, SmartCraft digital technology compatible. Gauges to include RPM for each motor, speed, temp, oil. And any other gauge specific to the operation of the motors. -

· Oil Pan Capacity : 6-7 qt.

· Ignition System: Solid State Direct Ignition

· Alternator: 12V 60A

· Engine Mounting: Shear Mount

· Trim Method: Power Trim and Tilt

· Gear Ratio: 1.92 : 1

· Gear Shift: F-N-R

· Exhaust: Through Prop Hub Exhaust

· Drive Protection: Rubber Hub

· PROPELLER SIZE (in): appropriate prop to reach desired RPM

· Propeller material- stainless. 2 props for each unit/ 4 total

ITEM #7

250 HP Outboard Motor Quantity: 2

**MAKE, MODEL, YEAR OF BOAT AND CURRENT ENGINE STATED

FOR VENDOR TO REFERENCE FOR COMPATABILITY PURPOSES.

· Current Boat:

· 27’ Workskiff Commander Repower (Lake Michigan)

· Current Engine:

· Mercury Outboard 300XXL

· **NOTES:

· This boat is going from a single motor to dual motors

· EQUIVALENT ENGINE TO BE PROVIDED BY VENDOR:

· Horsepower: 250

· Shaft Length: 25in

· WOT RMP: 5600-6200

· Alternator amp / Watt:85 amp (1071 Watt) with Idle Charge

· Color: White

· Displacement (L): 4.6L (279 CID)

· Dry weight: 511 lbs / 232 kg

· Engine type: V8 (32-Valve, DOHC)

· Gear Ratio: 1.75:1

· Recommended fuel Unleaded Regular 87 Octane Minimum (R+M/2) or 90 RON 10% Ethanol Maximum

· Top Cowl Service Door

· Electronic Oil Level Sensor

· RIGGING

· Throttle: Cable-free digital throttle controls, DTS digital controls or equivalent

· Gauges: Digital gauges, SmartCraft digital technology compatible or equivalent

· Steering: Premium Dual Hydraulic / Power Assist for twin outboards

· Trim system: Remote Power Trim/Tilt

· Propeller: Stainless Steel with one spare. Size/pitch to be determined by outboard motor manufacturer recommendations for optimum performance.

1.3.1. MILESTONES AND DELIVERABLES:

1.3.1. All motors installed must have a functional hour meter equipped.

Successful bidders must be a licensed boat dealer and certified vendor for brand/manufacturer to be provided. Bids must include all anticipated costs of installation, delivery, and other fees/costs.

1.3.5 Vendor shall provide IDNR with original title and warranty documents at time of delivery for each unit.

1.3.6 Vendor shall provide IDNR with two (2) copies of operator and maintenance manuals at time of delivery for each unit.

1.3.7 All equipment shall be delivered and invoiced by June 30, 2026.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1 The Vendor shall be a recognized wholesaler/retailer motor products provided under this contract. Vendor shall water/field test equipment and shall have such units completely assembled and operational prior to pick up.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Vendor must provide two weeks’ notice of potential completion date to the purchaser. Boat, motor, trailer combinations shall be delivered to Vendor’s facility for installation by Illinois Conservation Police and picked up by Illinois Conservation Police upon completion.

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

A minimum of fifty-one percent (51%) of the work shall be completed by the Prime Contractor on this project. Pursuant to (30 ILCS 500/1-15.17) the Contractor is the person having a contract with the Illinois Department of Natural Resources

1.7. 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 Offeror shifts any such work outside the United States.

· Location where services will be performed: N/A Value of services performed at this location: N/A

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 firm.

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.

2.5. 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.

3. TERM AND TERMINATION

3.3. TERM:

3.3.1. TERM OF THIS CONTRACT: The contract shall commence upon the last dated signature of the Parties and end on June 30, 2026. 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.

3.4. 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.

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.

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, incurred 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.

Send invoices to:

Agency:

Illinois Department of Natural Resources

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

4.7. 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 and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.11. 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 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 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.

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

4.18.4. 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).

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

5. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions

6. ATTACHMENTS

6.11. Financial Disclosures

(including Illinois Procurement Gateway print-off if applicable)

6.12. Illinois Standard Certifications

6.13. BidBuy Purchase Order

Illinois Department of Natural Resources

OLE BOAT MOTOR REPLACEMENTS

26-422-DNR-LAWEN-B-50707

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62702

Printed Name: Natalie Finnie

Official’s Title: Director

Legal Printed Name: Renee Snow

Legal’s Title: General Counsel

Fiscal’s Printed Name: Ellen King

Fiscal’s Title: Chief Fiscal Officer

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: B50707

· Project Title: OLE Boat Motor Replacements

· Contract #:

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

· BidBuy / Bulletin Reference #: B50707

· BidBuy / Bulletin Publication Date:

· Award Code: A

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

· Funding Source:

· Obligation #:

· Other Preferences?