B48914 Asian Carp Harvest and Sampling IFB 2026.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”.

Illinois Department of Natural Resources Contract# ORC48914 Asian Carp Harvest and Sampling

25-422DNR-RESCO-B48914

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, PURPOSE AND HISTORICAL DATA:

This contract will continue the use of commercial fishing to remove invasive carp from the upper Illinois Waterway. The goal is to remove at least 1 million pounds of invasive carp from the upper Illinois Waterway annually, especially targeting the Starved Rock and Marseilles pools. The objective is to prevent Asian Carp from becoming established in the Great Lakes by reducing the population pressure on the Electric Dispersal Barrier System.

1.1.1 IDNR intends to award to multiple vendors. Award(s) will be made to the responsive/responsible low bidders by line item (Asian Carp Harvest and Sampling and Asian Carp Sampling for Rapid Response/Intensive Seine). Fishing weeks/days are on an as needed basis and are not guaranteed.

The number of awards shall be based on the following additional factors:

Historical data for Calendar year 2024. Low bid vendors listed from top to bottom. This is for informational purposes only and does not reflect the actual number of weeks to be awarded for these contracts. Actual number of weeks/days awarded will be based on the above factors.

Barrier Defense Contract Fisherman #1 – 21 weeks Fisherman #2 – 20 weeks Fisherman #3 – 20 weeks Fisherman #4 – 20 weeks Fisherman #5 – 20 weeks Fisherman #6 – 20 weeks Fisherman #7 – 20 weeks Fisherman #8 – 18 weeks Fisherman #9 – 16 weeks Fisherman #10- 16 weeks Fisherman #11- 14 weeks Fisherman #12 – 12 weeks

Rapid Response Contract Fisherman #1 – 17 days Fisherman #2 – 12 days Fisherman #3 – 9 days Fisherman #4 – 8 days Fisherman #5 – 8 days Fisherman #6 – 7 days Fisherman #7 – 5 days

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

Contract commercial fishing will be deployed primarily in the Starved Rock and Marseilles pools to suppress adult populations of invasive carp present in these pools which are above the reproductive front and present an opportunity to reduce the risk of upstream expansion. Reducing numbers of adult fish in this area where small fish have only rarely been found suppresses propagule pressure towards upstream migration, reducing the risk of invasive carp nearing the electric dispersal barrier. Approximately twenty-four weeks of contracted removal in these pools is scheduled annually resulting in roughly 1 million pounds of invasive carp removed per year. Contract commercial fishing begins in the spring following ice-out and continues to mid-summer, when temperatures become too warm to harvest fish effectively. Effort resumes in September until freeze up. Agency staff develop a harvest schedule in the spring of each year. Agency biologists direct contract commercial fishing effort to maximize removal in the target reaches. Fish removed provide the opportunity to collect valuable biological information on fish condition, age, and demographics. Fishing locations will vary depending on the priorities and objectives of the program with some sampling occurring above the electrical dispersal barrier in Romeoville.

Contracted fishers are also sought as rapid responders/Intensive seine harvests. These fishers can be called up in response to information that requires investigation or if additional harvest is needed. A typical rapid response scenario would require deployment to a waterway potentially out of state on short notice with an undefined end point. Approximately 2-4 intensive seine harvests will be implemented during ideal conditions and can require longer days and work through the weekend to ensure fish are removed in a timely fashion. Seine harvest will take the place of typical contract removal efforts and numbers may be expanded if ideal conditions persist. Intensive seine harvests typically occur in early spring and late fall.

1.2.1 Asian Carp Harvest and Sampling

This section shall not apply if vendor(s) do not bid or are not awarded.

Vendor shall provide all the equipment, supplies and labor to conduct Asian Carp harvesting and sampling on Illinois Waterways and as needed, locations that may extend beyond Illinois State waterway boundaries into neighboring states. The Department shall oversee and assist with all activities, and all work shall be under the direct supervision of IDNR staff or appropriate supporting agency personnel.

Asian Carp harvest and Sampling incorporates nets generally used by commercial fishers to locate and remove as many Asian Carp as practicable.

The objective is to reduce the number of Asian Carp in the pools immediately downstream of the Electric Dispersal Barrier concentrating on Starved Rock and Marseilles pools but may include Lockport, Brandon Road and Dresden pools as well as the Chicago Area Waterway. Harvest efforts are generally focused on Dresden, Marseilles, and Starved Rock pools while sampling will primarily occur within the Chicago Area Waterway System using sampling at fixed and/or random sites with nets generally used by commercial fishers to locate and remove as many Asian Carp as practicable during the project. Fisheries biologists and contracted netters will harvest and sample Asian Carp from selected areas and remove them from the waterway.

Seasonal Intensive Monitoring (SIM) Netting Protocol – Typically a two-week period in the spring and fall of each year (dates TBD), contracted commercial fishers will be used for net sampling at fixed and random sites as above but within the Chicago Area Waterways exclusively. Nets for this work may be restricted to those as provided by IDNR with locations and gear to be subject to change on an annual basis. This effort will include gill nets of various configurations. Gear may also include pound/fyke nets, hoop nets, frame nets, or other as provided by IDNR.

Equipment Minimum Qualifications: Equipment approval shall be at the discretion of IDNR. A mandatory equipment inspection shall be scheduled by IDNR staff prior to award and upon notification. Included in the inspection will be proof of any required registrations or insurance requirements.

· Plate aluminum Jon Boat – minimum of 22 feet in length, minimum 5-foot floor width, minimum 150 horsepower outboard motor. All equipment shall be in good working order and in compliance with US Coast Guard safety standards.

· Vendor shall have a valid boat registration with insurance. A copy shall be provided at time of equipment inspection.

· Vehicle shall be adequate to handle boat transport to designated sampling sites.

· Trammel/Gill Nets (minimum requirements) – Total of 1,500 yards of netting with the following bar mesh sizes: minimum of 500 yards 3”; minimum of 500 yards of 3.25 to 3.5”; minimum of 500 yards of 4”. Hoop Nets – 20 nets 4’- 6’ hoops with 2”- 4” bar mesh Scheduling Fishing weeks will be assigned to the lowest priced awarded vendor, moving to the next lowest priced vendor as weeks become available.

Harvesting and sampling shall occur at locations selected by IDNR. When deployed, the Vendor shall be provided a schedule by IDNR a month in advance. Upon notification, the Vendor shall confirm within five (5) days acceptance of deployment.

Typical schedule shall be to mobilize/deploy to assigned site Monday; conduct Asian Carp harvesting on Tuesday, Wednesday, and Thursday and demobilize Friday.

Sampling IDNR staff or supportive agency personnel shall supervise all harvesting efforts. One (1) IDNR staff or appropriate supporting agency personnel shall be present in the boat monitoring during all sampling efforts.

Sampling with a minimum amount of netting as determined by the IDNR personnel shall occur at the site. Vendor shall sample a minimum of, but not limited to, 1,000 yards of net each day, unless otherwise directed.

Sampling shall occur within the zone defined by the IDNR, but at specific locations chosen by the Vendor based on professional experience.

Sampling shall occur at Illinois sites chosen by the IDNR as described above and locations that may extend beyond Illinois State waterway boundaries into neighboring states.

Most nets sets will be of short duration and include driving fish into the nets with noise (e.g., plungers on the water surface, pounding on boat hulls, or revving tipped up motors). Set nets may be left overnight in areas approved by IDNR biologists. Captured fish will be identified to species and enumerated, non-carp species being returned to water immediately. Locations of net sets shall be recorded with GPS coordinates (decimal degrees). IDNR personnel will record needed information and confirm identification of species.

Vendor shall assist in loading harvested fish into containers for proper disposal.

1.2.2 Asian Carp Sampling for Rapid Response/Intensive seine

This section shall not apply if vendor(s) do not bid or are not awarded.

Vendor shall provide all the equipment, supplies and labor to conduct Asian Carp harvesting and sampling on Illinois Waterways and locations that may extend beyond Illinois State waterway boundaries into neighboring states. The Department shall oversee and assist with all activities, and all work shall be under the direct supervision of IDNR staff or appropriate supporting agency personnel.

The Asian Carp Sampling for Rapid Response incorporates nets generally used by commercial fishers to locate and remove as many Asian Carp as practicable during the project. Fisheries biologists and contracted netters will harvest and sample Asian Carp from selected areas and remove them from the waterway.

The intensive seine harvest incorporates coordinated netting utilizing a seine to remove large amounts of carp in a compressed time window during ideal conditions. The objective is to reduce the number of Asian Carp in the pools immediately downstream of the Electric Dispersal Barrier where there are known populations of Asian Carp. Seine operations typically last 3-8 days and often extend into weekends.

Equipment Minimum Qualifications: Equipment approval shall be at the discretion of IDNR. A mandatory equipment inspection shall be scheduled by IDNR staff prior to award and upon notification.

· Plate aluminum Jon Boat – minimum of 26 feet in length, minimum 6-foot floor width, minimum 150 horsepower outboard motor. All equipment shall be in good working order and in compliance with US Coast Guard safety standards.

· Vendor shall have a valid boat registration with insurance. A copy shall be provided at time of equipment inspection.

· Vehicle shall be adequate to handle boat transport to designated sampling sites.

· Trammel/Gill Nets – Total of 2,000 yards of netting with the following bar mesh sizes: minimum of 500 yards 2.75”; minimum of 500 yards of 3”; minimum of 500 yards of 3.25”; minimum of 500 yards 3.5”.

· Commercial Seine – Minimum of 200 yards of seine in good working order.

Scheduling Vendor shall be available for deployment within 48 hours of notification by IDNR. Vendor shall be deployed a minimum of three (3) days and may be deployed up to 14 days.

Fishing days will be assigned to the lowest priced vendor first, moving to the next lowest priced vendor as days become available.

Sampling IDNR staff or supportive agency personnel shall supervise all harvesting efforts. One (1) IDNR staff or appropriate supporting agency personnel shall be present in the boat monitoring during all sampling efforts.

Sampling with a minimum amount of netting as determined by the IDNR personnel shall occur at the site. Vendor shall sample a minimum of, but not limited to, 1,000 yards of net each day.

Sampling shall occur within the zone defined by the IDNR, but at specific locations chosen by the Vendor based on professional experience.

Sampling shall occur at sites chosen by the IDNR at any location throughout the Illinois Waterway System and locations that may extend beyond the Illinois State waterway boundaries into neighboring states.

Most nets sets will be of short duration and include driving fish into the nets with noise (e.g., plungers on the water surface, pounding on boat hulls, or revving tipped up motors). Captured fish will be identified to species and enumerated, non-carp species being returned to water immediately. Locations of net sets shall be recorded with GPS coordinates (decimal degrees). IDNR personnel will record needed information and confirm identification of species. Seine operations will typically occur in early spring and late fall in the Starved Rock Pool and will occur in place of typical harvest and sampling.

Intensive seine sampling will involve deploying at least 200 yards of seine to wrap up large congregations of carp and staking seine, removing, transporting and offloading fish at collection point until all fish are removed. Duration will be dependent on total fish numbers.

Vendor shall assist in loading harvested fish into containers for proper disposal.

1.3. MILESTONES AND DELIVERABLES:

1.3.1 Services shall be provided on an as-needed basis as requested by the Agency. The maximum amount awarded in each contract is not a guarantee.

1.3.2 No make-up dates shall be granted for vendors that are unable to perform duties as scheduled and agreed upon. If a vendor is unable to perform duties as agreed upon for whatever reason (illness, prior commitments, etc.), the IDNR will make any necessary schedule changes and find a replacement for that fishing week/day. It will not be the vendors responsibility to find a replacement for missed work.

1.3.3 It is understood that there may be times where unforeseen circumstances may prevent a vendor from performing scheduled work. Repetitive or excessive call-ins can result in contract termination and effect vendor performance measures.

1.3.4 If multi-awarded, work will be assigned for each line item based on bid price and vendor availability. Low bid vendors shall be offered more work weeks/days than vendors with higher bid prices. If vendors decline work when initial schedules are being developed each month, that is considered an offer of work.

1.3.5 PERFORMANCE MEASURES: Any Vendor whose monthly harvest catch per unit effort (CPUE) does not meet at least 70% of the monthly average harvest CPUE may be subject to contract termination.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1 Vendor shall be a legally licensed resident Illinois commercial fisherman who has not been found guilty of a violation of the Fish and Aquatic Life Code or 17 Ill. Adm. Code or Administrative Rule 830 during the preceding twelve (12) months or during the contract period.

1.4.2 Vendor shall possess a current Illinois commercial fishing license.

1.4.3 Vendor shall provide the equipment and labor necessary to provide services required.

1.4.4 Vendor shall possess a valid driver’s license or State ID.

1.4.5 Vendor shall have a deckhand, and deckhand(s) shall possess a valid Illinois sport fishing license.

1.4.6 Vendor shall create and submit their own invoices after each week/day of service. Invoices shall include the vendors name, date of work, location worked, and hours worked. Invoices shall be submitted to Christina Waters via email at christine.waters@illinois.gov within 7 days of work completed.

1.4.7 Unprofessional behavior will not be acceptable. Reports of abusive language or threats towards the public, IDNR staff or other commercial fisherman will not be tolerated and are means for termination.

1.4.8 Vendor shall have three years of experience within the previous five-year period with commercial fishing and harvesting. Vendor shall have harvested 100,000 lbs of commercial species during two of those years. Vendor should provide the below at time of bid if the vendor has never contracted with the State of Illinois Department of Natural Resources for contracted fishing. Vendors who have previously contracted with IDNR have records already on file with the department.

1.4.8.1 Vendor should include as additional pages the following information.

Type of References: Commercial Fishing Harvest Reports

Number of Each Reference Type: Vendor shall have three years of experience within the previous five-year period with commercial fishing and harvesting. Vendor shall have harvested 100,000 lbs of commercial species during two of those years.

1.4.9 PERSONAL CONDUCT:

a. Vendor shall refrain from any conduct that is unbecoming of the employee. Conduct “unbecoming of” an employee includes that which tends to bring the Department into disrepute or reflects discredit upon him or her as a member of the Department or that tends to impair the operation, efficiency, or integrity of the Department or the employee.

b. Vendor shall refrain from public criticism of the Department’s operation, rules and policies or such conduct which reflects adversely upon the Department.

c. Discourtesy to the general public, other employees or persons affiliated with the Department is prohibited.

d. Disorderly conduct during work time, including fighting, interfering with the work of another or threatening, abusing or coercing other vendors, including supervisory personnel, visitors or persons affiliated with the Department by word or act is prohibited.

e. Engaging in, instigating or causing any interruption of, or impeding work is prohibited.

f. Obscene, abusive or discriminatory remarks or language at the worksite or in written format is prohibited.

g. Willful or wanton abuse or physical contact with intent to do bodily harm to any vendors, visitor or person affiliated with the Department is prohibited.

h. Sleeping, loafing, or not being attentive during working hours is prohibited. Discourtesy to the general public, other vendors or persons affiliated with the Department is prohibited.

i. Gambling during working hours is prohibited.

j. Safety:

Violating safety rules or doing anything that creates a safety hazard or contributes to unsafe, unsanitary conditions is prohibited.

k. State and Federal Laws:

Vendors shall not perform any act prohibited by State and Federal laws, administrative rules or policies or procedures relating to game, fish, forestry, state parks, boat/snowmobile registration and safety.

l. This work is performed in the presence of the general public. Thus, the conduct of the Vendor is critical and will be monitored. The Vendor shall be in strict compliance with all Federal and State laws. Illegal or criminal activity may result in termination. Public or staff complaints on Vendor’s behavior may result in termination. The Vendor, while working under this contract, shall not consume or be under the influence of alcohol and/or drugs.

1.5. TRANSPORTATION AND DELIVERY: Mileage reimbursement for contracted travel locations outside the State of Illinois shall be subject to current State of Illinois travel guidelines and rates for Out-of-State travel reimbursement. Only one (1) vehicle per Vendor is approved for reimbursement of mileage to and from the Vendor’s home base. Vendor shall not be compensated for mileage accrued for harvest locations within the State of Illinois

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

1.6.1. Will subcontractors be utilized? |_| Yes |X| 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 Illinois Standard Certifications completed by the subcontractor.

1.6.2. 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.

1.6.3. 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).

1.7. 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: Illinois Waterway System and locations that may extend beyond Illinois State waterway boundaries into neighboring states. Upper Illinois and Des Plaines rivers as well as Chicago Area Waterway System and local water bodies (Chicago area urban ponds and tributaries as needed).

Value of services performed at this location: 100%

2. PRICING

2.1 FORMAT OF PRICING:

2.1.1 IDNR reserves the right to award this contract in whole or part. Vendors shall submit pricing for only the services they intend to provide if awarded. Vendors are not required to submit a bid for both line items.

2.1.2 Pricing shall be submitted in the following format based on terms and conditions and description of supplies and services set forth in Section 1 of this contract. Some services in Section 1.2 shall not apply if vendor(s) do not bid or are not awarded.

Asian Carp Harvest and Sampling Rate per Week: $ Asian Carp Sampling for Rapid Response/Intensive Seine Rate per Day: $ Out-of-State Sampling Locations: Mileage reimbursement for contracted travel locations outside the State of Illinois shall be subject to current State of Illinois travel guidelines and rates for Out-of-State travel reimbursement. Only one (1) vehicle per Vendor is approved for reimbursement of mileage to and from the Vendor’s home base. Vendor shall not be compensated for mileage accrued for harvest locations within the State of Illinois.

Upon request of the State, Bidder shall provide an explanation of how costs were derived.

If a scheduled sampling week/day is shortened by the Agency due to weather or other unforeseen circumstances the weekly rate/day shall be prorated.

2.1.3 The State reserves the right to issue multiple contract awards to the Responsive and Responsible Bidders who submit the lowest prices.

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

2.3 EXPENSES ALLOWED: Expenses are not allowed.

2.4 DISCOUNT: The State may receive a N/A % discount for payment within N/A days of receipt of correct invoice. This discount will not be a factor in making the award.

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

2.5.1 Initial Term: Pricing shall be as indicated in Section 2.1.

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

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

2.5.2 Renewal Compensation: Upon agreement of exercising renewal options, the Vendor and Department may negotiate a rate increase not to exceed the Consumer Price Index (CPI) adjustment governed by the US Bureau of Labor Statistics (). The maximum allowable adjustment shall be calculated as follows:

Base Index: 296.570 - All Urban Consumers (CPI-U), Midwest, All Items, January-June 2025 The Published Index shall be for the above described January-June time period immediately preceding the renewal term.

(% Change * Original Price) + Adjustment = New Price

2.6 MAXIMUM AMOUNT: The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing January 1, 2026 or upon the last dated signature of the Parties, whichever is later, and shall terminate December 31, 2027. 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.

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

The State reserves the right to renew for a total of three (3) years in any one of the following manners:

-One renewal covering the entire renewal allowance -Individual one-year renewals up to and including the entire renewal allowance; or -Any combination of full or partial year renewals up to and including the entire renewal allowance.

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.

3.2. 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.

3.3. 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.

3.4. 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

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

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

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

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

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

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

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

Send invoices to:

Email Address:

Christine.waters@illinois.gov

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

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois 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.

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

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

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

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

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

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

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois 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.

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

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

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

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

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

4.16. APPLICABLE LAW:

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

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

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

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

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

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

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

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

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

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

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

4.25.3. 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.