B52808 CSS Hydrostripper Maintenance Contract - 08-24-26~1.docx

The following information will become the contract between the awarded vendor and the Illinois Department of transportation. 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 Transportation Contract FY27 CSS Hydrostripper Equipment Repair Parts and Maintenance Services

26-494DOT-FINAD-B-52808

26-494DOT-FINAD-P-

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 Department of Transportation, Central Sign Shop, seeks a Vendor to provide repair parts and services for their Hydrostripper, Jet Edge Pump and Motor System, Intensifier and Ebbco Filtration System. Products supplied under this contract shall conform to established industry and manufacture standards of quality and performance. All products shall conform to all federal, state, and local standards for quality and safety. Vendor shall be a certified authorized dealer or reseller of repair parts for Hydrostripper, Jet Edge Pump and Motor System, Intensifier and Ebbco Filtration System.

The use of a brand name is for the purpose of 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.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Catalog Items and Pricing

1.2.1.1. The Vendor shall submit a single percent discount for all Non-Core Catalog Items. The percent discount shall be applied to the Published List Price (catalog) for each non-core item procured by the Agency. The percent discount shall not change at any time during the contract or renewal term.

1.2.1.2. All Repair Parts must meet Manufacturer standards and shall be OEM, New and in Original Packaging. Repair Parts supplied under this contract shall conform to established industry standards of quality and performance for the intended use. All repair parts supplied shall conform to all Federal, State and Local Standards for quality and safety for the intended use.

1.2.1.3. Vendor shall submit one copy of printed catalog (in use at time of quote opening) with the bid response (the state reserves the right request additional printed copies from the awarded vendor) or provide a Vendor website in which an online catalog is available twenty-four (24) hours, seven (7) days a week.

1.2.1.4. The Vendor shall provide, at no additional cost to the Agency, regularly published catalogs containing current contract pricing for all items available under the contract. Contract pricing shall be clearly reflected in the applicable catalog to allow the Agency to verify the actual price to be charged for each item ordered. All catalogs shall be maintained and updated as necessary to accurately reflect current contract pricing and available products.

1.2.1.5. If an item is found at a lesser cost either through another catalog from the same Vendor, online or another source that can be verified as belonging to the Vendor, the Vendor must offer that same item at the lesser price to the end user. Vendor must demonstrate diligence and be proactive in making such offer known to user of the resulting contract.

1.2.1.6. ‘Core Items’ pricing shall remain firm through the duration of the initial term.

1.2.2. Agency Hours of Operation: The Vendor shall meet the parts availability standards defined herein. Hours of operation for the Agency are from 7:30 a.m. to 3:00 p.m. CST, Monday through Friday, except for Illinois State Holidays.

1.2.3. Repair Parts Inventory:

1.2.3.1. The Agency may designate certain Vendor specific items which the Vendor must maintain in stock and disburse to authorized Agency staff upon request.

1.2.3.2. The Agency shall provide the Vendor with a list of regularly used repair parts containing description and part number.

1.2.3.3. The Agency reserves the right to purchase from other supply Vendors certain repair parts considered to be critical for service and repair under emergency situations or other specific instances where it is determined to be in the best interest of the Agency.

1.2.3.4. The Agency will provide the Vendor with a minimum of two (2) hour notification of a pending emergency-situations; all emergency orders shall be shipped overnight to arrive the next business day. At the Agency’s discretion, it reserves the right to pick up the order in lieu of having them shipped. The Agency will pay shipping charges. The additional freight charge shall be added to the invoice as a separate line item and a copy of the freight bill shall be submitted with the invoice for payment.

1.2.3.5. All Core Returns will be credited as a separate line item.

1.2.4. Record Keeping, Reference Material and Reporting Requirements

1.2.4.1. Records: The Vendor shall provide the Agency, upon request, access to and copies of all electronic and hard data, books, records, correspondence, instructions, plans, drawings, receipts, vouchers, and memoranda related to this contract.

1.2.4.2. Reference Files and Procedures: The Vendor shall maintain or have access to, and provide to the Agency, upon request, all service manuals, parts manuals, services bulletins, lubrication charts, and other information necessary to procure and supply repair parts and related materials necessary for the proper service and repair of the Agency equipment. The records become part of the property of the Agency at contract termination or conclusion.

1.2.4.3. Monthly Report: the Vendor shall adhere to all applicable performance standards and delivery requirements at all times. If the Vendor is unable to provide an item within the timeframe required by the Agency, the Vendor shall promptly notify the Agency so that alternative arrangements may be made. The Vendor shall also submit a Monthly Report to the Agency detailing all deliveries made during the preceding month, organized by work order, unit number, facility, and line item, with the applicable costs assigned to each item.

1.2.4.4. Annual Report: On June 30, 2027, and every June 30 thereafter, the Vendor shall submit to the Agency an electronic annual report, in a format compatible with Excel, that summarizes the annual contract activity of the Agency.

1.2.4.5. Monthly Warranty Report: The Vendor shall submit a monthly report to the Agency that fully describes the defective parts eligible for warranty reimbursement. Any warranty reimbursement funds shall be shown on Vendor’s invoice as a credit and should be traceable to the monthly warranty report.

1.2.4.6. Ad Hoc Reporting: Upon request, the Vendor shall provide additional Ad Hoc Reports to the Agency.

1.2.4.7. The Agency reserves the right to make on-site audits throughout the term of the contract. The Agency must be able to examine original invoices to verify cost is being applied correctly.

1.2.4.8. The Vendor must have the capability of supplying reports to the Department electronically in a format that is downloadable to Microsoft Excel. All Reports shall be sent to the following email address: Rickey.Davis@Illinois.gov.

1.2.4.9. The Vendor shall be responsible for providing Safety Data Sheets (SDS) on all hazardous materials procured by the Agency.

1.2.5. The Vendor shall service, repair, and provide repair parts and supplies for the Department for the maintenance for the Department’s Hydrostripper, Jet Edge Pump and Motor System, Intensifier and Ebbco Filtration System equipment.

1.2.5.1. Maintenance shall include but not limited to all repair, replacement, and adjustment of equipment in response to conditions discovered during routine inspection by the Department, equipment breakdown, improper operations or occupant complaint.

1.2.5.2. Repair work shall be scheduled for completion depending on priority, availability of parts, workload, and convenience of the Agency.

1.2.5.3. Repair maintenance involving safety considerations or possible damage shall be responded to immediately.

1.2.5.4. Repair maintenance in response to occupant complaint shall be resolved as mutually agreed upon at the time of the call.

1.2.5.5. If for any reason a problem cannot be resolved within the time limit specified, the Vendor shall notify the Agency of the delay and give a reasonable estimate as to when work shall be completed.

1.2.6. The Vendor’s per hour labor rate shall include the prevailing wage basic rate and fringe benefits (Health & Welfare, Pension, and others), in accordance with the Illinois Prevailing Wage Act, 820 ILCS 130 et seq., and shall also include all employer expenses for FICA, Workmen’s Compensation, Liability Insurance, Unemployment Insurance, and other city, state or federal requirements regarding employees, cost and expenses for vehicles, tools or equipment associated with trade, supervision, and overhead.

1.2.7. A designated representative of the Agency shall meet with the Vendor and arrive at an agreement on the work to be performed and the timetable for performing the work.

1.2.8. The Vendor shall administer and enforce any warranties already in existence or future warranties provided by the equipment suppliers. The Vendor shall perform all work so that all warranties are maintained in full force and effect. If equipment repairs or replacement is covered by a warranty that includes cost of parts, equipment, and labor the Vendor shall not be entitled to additional reimbursement from the Agency.

1.2.9. Vendor shall perform work while the building is occupied, therefore, reasonable care shall be taken to provide adequate safe access to the Agency personnel and/or public.

1.2.10. The Vendor shall remove potential hazards in the environment resulting from the Vendor’s work or provide proper protection by placing appropriate warning signs such as signs, cones or barricades.

1.2.11. The Vendor shall supply all necessary items needed to perform the scope of this contract and shall not use any State property such as tools, equipment, ladders, extension cords, etc. to perform any work under the contract. When on-site, all equipment, materials, and supplies shall be stored and handled in a manner approved by the Agency, meeting State and Federal requirements on Fire and Safety precautions.

1.2.12. Work shall be performed in accordance with current trade practices and shall be completed in compliance with applicable Federal, State and Local Codes such as those listed in the BOCA National Building Code 1999, BOCA Mechanical Code 1993, National Electric Code 2020 NFPA-70, and local city ordinances or local amendments that have been added to the above.

1.2.13. If, while in progress, a problem should arise that warrants assistance from other types of trade (i.e. electrical, plumbing, asbestos removal, etc.) the Vendor shall obtain pre-approval and utilize a tradesman with whom the Agency has an official contract to provide such services, if available. When not available, the Vendor shall obtain approval from the Agency for use of any additional Vendors to complete the scope of work contained within this contract.

1.2.14. All materials provided by the Vendor shall be new, unless otherwise stipulated by Agency staff, and in accordance with the standards specified.

1.2.15. Before payment is made, work shall be completed in every respect to the meaning and intent of the work order, drawings or specifications; the Vendor shall subject all work performed under the contract to such tests or other means of quality assurance as are applicable and customary for their trade that would effectively disclose any defects from the intended results; and meet with the approval of the Agency.

1.2.16. All work shall be performed during normal working hours Monday through Friday, 7:30 a.m. – 3:00 p.m. and consists of an eight (8) hour workday.

1.2.17. The Vendor shall be familiar with the equipment and systems to be serviced. The Vendor must maintain an adequate inventory of repair parts, accessories, and supplies. The Agency may purchase materials and parts direct from suppliers. Replacement parts may be used or reconditioned, at the discretion of Central Sign Shop Manager.

1.2.18. Vendor shall have staff report to the Department Project Manager upon both arrival and departure in the performance of the scope contained within this contract. The Vendor shall have staff write the exact times of arrival and departure for reporting for work in the security logbook. In the event the Vendor is required to depart the work site in fulfilling the scope of work contained in this contract, the Vendor shall report, communicate, and gain prior approval by the Agency Project Manager. The Vendor must receive prior approval from the Agency Project Manager for performing scope of work off site to be considered for payment of labor hours. The Vendor shall enter in the remarks section of security logbook any prior approved labor hours being performed off site and the reason for the offsite work. Vendor labor hour rate contained in BidBuy shall be paid when Vendor arrives and departs Agency work site unless otherwise approved.

1.2.19. Illinois Department of Transportation may request a written estimate and/or proposal on any repairs, replacements, and/or work exceeding $500.00.

1.2.20. Estimates and Proposals shall be in writing. Estimates and Proposals must contain a description of work to be performed along with a detailed breakdown of material, labor, and other cost and priced as priced per project agreement and given to the Agency for approval.

1.2.21. The Vendor shall not commence any work under this contract until written approval has been obtained and a work authorization order and/ or purchase order number from Agency has been issued. This number shall appear on all the Vendor’s job invoices and/or tickets, and billings. Any work performed prior to this authorization process will not be paid for by the Agency.

1.2.22. At the completion of each job, the Vendor’s employee shall report to the Agency Representative for inspection and final approval of the work.

1.2.23. The Vendor shall maintain records of all work, maintenance, and repairs provided under this Agreement and shall furnish copies of the same to the Agency upon request.

1.2.24. Returns and Exchanges: Vendor shall be responsible for the credit and/or replacement of all items shipped in error by the Vendor or for items which are received damaged or defective, including those covered by manufacturer warranty. The Vendor cannot require the Department to deal directly with the manufacturer. The Vendor shall not impose any return shipping or restocking fees. Pick up shall be made within ten (10) working days of notification.

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

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Inspection: If within one year after delivery, the State discovers that the equipment does not meet an awarded specified requirement, the State may require the Vendor, at no charge to the State, to repair or replace the existing equipment with equipment that conforms to the specified requirement. This provision will apply to non-conformities discovered while repairing or maintaining equipment and which would not be evident through the routine inspection upon delivery.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor must be an established manufacturer or authorized dealer, NO third-party vendors will be allowed. Vendor hereby guarantees that it is an authorized dealer of the manufacturer, and that the manufacturer has agreed to supply the dealer with all quantities of products required by the dealer in fulfillment of its obligations under any resultant contract with the State. Vendor shall service the equipment that they are providing within the State of Illinois. Vendor must submit authorized dealer letter upon request.

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

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

Vendor agrees to comply: ☐ Yes ☐ No

1.4.3. Vendor shall be responsible for securing and utilizing the copies of the current prevailing wages in effect. Please visit: https://www2.illinois.gov/idol/Laws-Rules/CONMED/Pages/prevailing-wage-rates.aspx for most current data.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Delivery shall be made F.O.B. destination during the regular work week and during established receiving hours (7:30 am – 3:00 pm) unless previous arrangements are made with the location to whom shipment is made. Vendor shall provide the delivery contact with a notification of shipment and estimated date of arrival. Shipment shall be made to the State of Illinois Department of Transportation, c/o the location(s) as listed in the Address Tab in BidBuy.

1.5.2. Vendor shall submit itemized invoices within fifteen (15) days of each delivery to the Illinois Department of Transportation location identified on the LINE ITEMS in BidBuy. Invoices shall include contract number, item, price, and quantity.

1.5.3. The Vendor shall provide the Agency information regarding its contract location, e-mail, fax, phone number, and address where orders are to be submitted, as well as contact information for the submission of emergency orders. The Vendor contact shall acknowledge order, confirm repair part availability, and order status within four (4) hours of receiving order. The Vendor shall provide the names of the individuals that will be responsible for order receipt.

1.5.4. The Agency will reimburse the Vendor travel expenses in accordance to the State of Illinois Governor’s Travel Control Board rules, regulations and reimbursement schedule. The Vendor shall submit airline invoice, rental car invoice, hotel invoice, and auto mileage expenses with forms provided by the Agency for reimbursement. Meals are not authorized for this contract.

1.6. SUBCONTRACTING:

Subcontractors are allowed.

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

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

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

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

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

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

1.6.3. 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 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: Click here to enter text Value of services performed at this location: Click here to enter text

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

2. PRICING

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

2.2. 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. Freight should NOT be called out separately within the BidBuy line items but rather be included in the unit price.

2.3. FORMAT OF PRICING:

2.3.1. Pricing shall be submitted in the following format. Pricing shall be based on (4) Parts:

2.3.1.1. Repair Parts - The solicitation contains a ‘Core’ list of supplies which are historically required for the servicing of the equipment preventative maintenance programs, as well as manufacturer commonly failed parts. The Vendor shall provide pricing for each specified item on items 5 through 78. Repair parts shall be OEM, new, and in original packaging. The Vendor shall provide pricing for the listed manufacturer and model numbered repair part or may provide an alternate manufacturer and model number which must mirror specifications of the listed repair part. The Agency reserves sole discretion on whether an alternate repair part complies with specifications.

2.3.1.2. Non-Core Repair Parts – ‘Non-Core Repair Parts’ are repair parts which are not listed between line items 5 through 78, but may be required for maintenance and repairs. The vendor is allowed no more than one catalog update per every 12 months of the contract. The Vendor shall provide a percent discount off the manufacturer retail suggested price (MSRP) for repair parts. Vendor Repair parts shall be OEM, new, and in original packaging. Line item 1 on Items tab in BidBuy.

2.3.1.3. Labor Hour Rate – The Vendor shall provide a labor hour rate for the performance of repair services. Vendor shall be required to provide proof that the Vendor is qualified to service the equipment (i.e. Certifications, Education, Trade School Certificates etc.) The Agency shall have sole discretion of determining responsiveness of the Vendor’s qualifications to provide repair services.

2.3.1.4. Travel Reimbursement Schedule – The Agency will reimburse the Vendor travel expenses in accordance with the State of Illinois Governor’s Travel Control Board rules, regulations and reimbursement schedule. The Vendor shall submit airline invoice, rental car invoice, hotel invoice, and auto mileage expenses with forms provided by the Agency for reimbursement. Meals are not authorized for this contract. The Agency will allot an estimated sum of $80,000 for purposes of vendor travel reimbursements for the initial term of the contract. The Vendor must gain prior approval by the Agency to utilize the travel reimbursement schedule. If the Vendor fails to gain approval prior to travel, travel expenses shall be the responsibility of the Vendor.

2.4. RENEWAL COMPENSATION: If the contract is renewed, the price shall be at the same rate as for the initial contract term, unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.4.1. Agency Formula for Determining Renewal Compensation: See BidBuy line item 79 for Core Items renewal for year 3 through 4 . See BidBuy Line item 80 for Labor renewal for year 3 through 4.

2.4.1.1. Vendor’s Economic Adjustment Clause for Core Items - The Economic Adjustment Clause can only be applied at the beginning of each renewal period. The Vendor shall submit a written request to the Department ninety (90) calendar days prior to the start of the Renewal period for an Economic Adjustment review on Vendor’s Core Items. The Renewal price adjustment is subject to acceptable performance by the Vendor and contingent upon Department approval. If the Vendor does not request a price adjustment within ninety (90) calendar days from the start of the Renewal, the Vendor will not be entitled to a price adjustment for the upcoming Renewal. All price adjustments shall be calculated prior to the Renewal period and the Vendor shall not be entitled to apply the price adjustment until such Renewal becomes effective. For the Renewal term, the price adjustment shall be determined by the percent change of (a) the average of the index values for the twelve (12) months ninety (90) calendar days prior to the contract start date to (b) the average of a similar twelve (12) month period prior to the Renewal. The index rate will be based on the Producer Price Index (“PPI”) for “Commercial machinery repair and maintenance – Series ID: PCU811310811310” not seasonally adjusted, as it appears in the periodical Producer Price Indices published by the U.S. Department of Labor, Bureau of Labor Statistics (“BLS”), found at http://www.bls.gov, although this URL is subject to change. Should the BLS discontinue the code listed above, the next higher-level index shall be used to calculate the price adjustment.

For the Renewal, the percent change would then be calculated based on the twelve (12) month average of index rates for the same period prior to the renewal term. The most recent published index values for the corresponding periods at the time of the adjustment shall be used in calculation of the percent change. If the Vendor has unresolved complaints filed against them for non-delivery of services or poor quality, the application of the price adjustment may be denied or deferred until which time all past complaints are resolved. The Department reserves the right to exercise a decrease in pricing when an Economic Adjustment request is performed.

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

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term of upon execution or October 1, 2026, whichever is later, to September 30, 2028. 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):

· Renewal #1: October 1, 2028 through September 30, 2030

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:

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.