B53786 contract-template-v-25-4~1.docx

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

State of Illinois Contract v.25.4 Illinois Department of Natural Resources Contract DNR Ferne Clyffe State Park - Repair Round Bluff Hiking Trail

27-422DNR-REALT-B-53786

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 Natural Resources (IDNR) requires repairs to a section of the existing hiking trail at Ferne Clyffe State Park, Goreville, Illinois. Vendor shall provide all labor and materials to complete the project in accordance with the Attachments. Primarily the project will replace three (3) sets of old, deteriorated wood timber steps on a steep hillside with new steps and landings. The existing wood steps are over 25-years-old and one set of existing steps has had a large tree fall on it and is severely damaged. The trail is known as the Round Bluff Hiking Trail. The trail is set within the Round Bluff Nature Preserve, a 53-acre natural area with rare geologic features and unusual plant communities.

The Round Bluff Hiking Trail is about a one-mile-long trail, and a survey of the trail was completed in 2025. Stationing of the trail begins at the trailhead on the south end of the existing parking lot (0+00) and continues in a counterclockwise direction. The trail makes circular shape around the base of Round Bluff, a large sandstone escarpment. The first set of steps to be replaced begins at approximately 41+77. The third set of steps ends at approximately 44+08. All three (3) sets of steps are within +-400’ of each other. The work site is best accessed from the east side of the existing picnic shelter (about station 51+50) and proceed south and easterly towards the three (3) sets of steps, a distance of about 1,000 lineal feet.

Vendors are advised that this trail system is extremely rugged and narrow. Vehicle access by traditional equipment such as pickups, SUVs etc. is not possible or allowed due to the sensitive setting within a Nature Preserve. Widening or any other alteration of the trail to access the site is not allowed.

Of special note is the need to cross a small footbridge to reach the steps. The bridge is at station 46+75 and is +-4’-0” wide. This bridge can be temporarily reinforced or slightly widened entirely at the Vendor’s option. Any such modifications are at the expense of the Vendor and considered incidental to the scope of work. At the completion of work, the original bridge is to be restored to pre-construction conditions.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. BASE BID

DESCRIPTION: Vendor shall provide all labor, equipment and materials required to remove the existing step assemblies (3) in total. Construct three (3) new sets of steps using treated lumber indicated on the Drawings. The proposed replacement steps are in more or less the same location and footprint as the existing steps. The post spacing and construction details for the new steps are more substantial than what exists. DO NOT DUPLICATE CONSTRUCTION OF THE OLD STEPS. The new steps will have a 4’-0” wide clear space between railings.

ITEMS 1-10 ALL BY BASE BID:

1. Public Safety and Construction Barricades: The Vendor is responsible for all barricades, safety roping and signing to alert the public this area is closed for construction. Signing shall clearly state “Area Closed For Construction”. It will not be possible to have this trail open to the public during construction.

2. Demolitions: Remove in their entirety, the existing three (3) sets of wood steps and approaches and properly dispose of off-site. Any associated hardware or nails are to be included in the removals. Do not leave any material that might be a hazard. It might be necessary to remove a select few (less than 5) existing wooden water bars (timbers) at or near the steps.

3. Concrete Footings: Begin post installations per the plans and specifications. At the top and bottom of each set of steps, install concrete footings and a stand off base included at the top and bottom post assemblies. If bedrock or sandstone is encountered during excavation for these footings, Vendor is to epoxy in two (2) ¾” dia. x 12” threaded anchor bolts so that the bolts extend into the footing and are tied into rebar reinforcement. Dry dumped bags of concrete mix are not acceptable.

4. Wood Posts Installations: Treated 6 x 6 wood posts are to be installed at 7.5’ intervals for the remaining sections of steps in-between the concrete footings at the top and bottom. Posts are to be installed in 12” dia. hole to a depth of 4’-0” below existing grade. Ensure posts are properly aligned with one another lengthwise and across from one another. Backfill and compact with excavated material from postholes.

5. Step Stringers and Treads: Install 2 x 12 stringers to upright posts with attached step brackets. Install treated (3 x 8) wood step treads per detail Attachment 2 - Sheets C-8 and C-9. All 3 x 8 tread material is to be rough sawn, S4S lumber will not be allowed. All 3 x 8 treads are to be rough sawn lumber. All hardware is to be hot dipped galvanized in individual pieces, do not field cut hardware unless it is necessary to drill holes. Install and bolt 3 x 8 rough sawn lumber (2) per tread. Attach stringers to posts using bracket per detail (B) Attachment 2 - Sheet C-8.

6. Platform Landings: On step assemblies No. 2 and 3, a level landing is included approximately 7’-0” in length. The landing is to have 2 x 8 cross joists 12” O.C. secured with joist hangers attached to 2 x 10 ledger boards. Install 3 x 8 decking as is used for treads on steps with a 1 ½” overhang on edges. See Detail (3) Attachment 2 - Sheet C-7.

7. Approach Landings: At the top and bottom of steps, construct approach landings. approximately 5’-0” in length at the top and bottom of steps no. 1 and 2 and at the top of steps no. 3. Skew landings as needed to fit existing trail conditions to be determined in the field. The landings are made of 3 x 8 deck boards laid in a longitudinal direction attached to a wood ledger board. On the trail side, the boards are attached to 6 x 6 wood sleepers. Note that an additional step is included made of 6 x 6 timbers. On no. 3, the bottom approach is a set of timber steps made entirely of 6 x 6 timbers (see details Attachment 2 - Sheet C-7).

8. Railings: Install wood side railings (2 X 6 boards) and top rails (2 x 8 boards). The top rails are to have sanded, smooth radius edges.

9. Water Bar/Step Assembly: At ten (10) locations, install a water bar/step assembly on the trail per details 4 (Attachment 2 - Sheet C-6) and 5 (Attachment 2 - Sheet C-6). The water bar/step assembly will require a min. of three (3) 6” x 6” x 8’-0” rough sawn, treated wood timbers. Locations will be field staked by IDNR at the time of construction and will be located between stations 44+08 and 51+50. Timbers are to be anchored with no. 6 rebars x 2’-0” long, a minimum of 6 per assembly. An additional six (6) coated wood screws (1/4” x 12”) will used to fasten timbers together. Do not shorten timbers less than 8’-0” in length.

10. Project Cleanup: Vendor shall be responsible for proper cleanup of all construction activities.

1.2.2 ADDITIONAL OPTION BID 1: Vendor shall install additional Water Bar/Step Assemblies at another fifteen (15) locations between stations 44+08 and 51+50 to be field staked by IDNR prior to construction commencing. See Attachment 2 - Sheet C-10.

1.2.3 ADDITIONAL INSTRUCTIONS:

1.2.3.1 EXISTING CONDITIONS: Vendor shall be responsible for obtaining and verify all dimensions and conditions at the job sites and be fully responsible for the same. Field adjustments required to complete installation based on site variations will not be cause for additional compensation.

1.2.3.2 PROJECT ACCESS:

The project location is on a designated hiking trail in a natural setting. Tree removal is not allowed unless specified on the plans. Access to the construction sites must utilize the existing trails and is limited to small equipment. Other than minor tree limb trimming, tree removals to allow greater access will not be allowed. Carefully coordinate all such work with the IDNR Site Superintendent.

Do not block existing roadways or parking areas during this project. Equipment and materials for construction may only be stored or stockpiled in staging areas clearly designated by the Using Agency. Approximately 2 parking spaces at the existing trailhead parking lot can be utilized by the Vendor.

Vendor is responsible for restoring any damage to trails, roads or parking areas to pre-existing conditions prior to construction commencing.

1.2.3.3 TRAIL CLOSURE: During this project, IDNR will close the trail to public use. However, the Vendor must still provide suitable barriers at the construction sites to discourage hikers from accessing the construction sites.

1.2.3.4 REMOVALS AND CLEAN UP: All debris from demolitions are to be completely removed and disposed of off-site by the Vendor. Restore adjoining original grades at completion of work. Remove containers, waste materials, debris and rubbish from site at end of each workday. Do not burn or bury materials on site.

1.3. LINE-ITEM BIDDING: The State reserves the right to not contract Item 1 or Item 2 based on available funding. Awarded Vendor shall be lowest price for Item 1. If funding allows, Item 2 will be included in award.

1.4. ATTACHMENTS:

1.4.1. Attachment 1 – Project Manual

1.4.2. Attachment 2 – Project Plans

1.5. MILESTONES AND DELIVERABLES:

1.5.1. Construction Bond - Pursuant to the Public Construction Bond Act (30 ILCS 550/), Sec. 1. Except as otherwise provided by this Act, until January 1, 2029, all officials, boards, commissions, or agents of this State, or of any political subdivision thereof, in making contracts for public work of any kind costing over $150,000 to be performed for the State, or of any political subdivision thereof, shall require every contractor for the work to furnish, supply and deliver a bond to the State, or to the political subdivision thereof entering into the contract, as the case may be, with good and sufficient sureties. The surety on the bond shall be a company that is licensed by the Department of Insurance authorizing it to execute surety bonds and the company shall have a financial strength rating of at least A- as rated by A.M. Best Company, Inc., Moody's Investors Service, Standard & Poor's Corporation, or a similar rating agency. The amount of the bond shall be fixed by the officials, boards, commissions, commissioners or agents, and the bond, among other conditions, shall be conditioned for the completion of the contract, for the payment of material, apparatus, fixtures, and machinery used in the work and for all labor performed in the work, whether by subcontractor or otherwise.

1.5.2. Vendor shall hand mark one set of drawings with corrections, dimensions, and "As-Built" notes. These Drawings shall be delivered to the DNR Project Architect/Engineer upon construction completion and prior to final payment request.

1.5.3. Vendor shall provide to the DNR Project Architect/Engineer, a cost breakdown of each item of work required to fulfill the contract. The breakdown shall be identified on a Contractor’s Schedule of Values (CSV) form.

1.6. VENDOR/STAFF SPECIFICATIONS:

1.6.1. Vendor shall field verify existing conditions and coordinate all work as required prior to bid.

1.6.2. Vendor shall have five (5) years of experience in the commercial general construction/transportation industry and be able to provide documentation of completion of at least three (3) projects similar in size and scope to this one.

1.6.3. Vendor shall abide by all site regulations and coordinate with Site Superintendent and site staff regarding working hours, staging areas, trail closures, and securing the work site.

1.6.4. Vendor shall be responsible for compliance with all applicable contractor and trades person licensing with the appropriate State agency including but not limited to IDOT Standard Specifications for Road and Bridge Construction.

1.7. FEDERAL ASSISTANCE PROVISIONS and ASSURANCES:

This project is wholly or partially funded by the federal government and is subject to all federal laws and regulations pertaining to federally assisted construction projects. As such, these special provisions hereinafter amended are expressly incorporated by reference into the Contract and all rights, duties and liabilities set forth therein shall be deemed to specifically apply to the Contractor and his employees. In the event of a conflict caused by these provisions, the more restrictive requirements will govern.

A. INSPECTION AND AUDIT. The authorized representatives of the Federal Government and the State of Illinois shall be permitted to inspect all work, material, payrolls, personnel records, invoices for materials and other data and records relevant to the Contract.

B. Whereas Federal grants-in-aid funds have been granted for execution of this contract, the Contractor hereby assures and certifies that he will comply with applicable regulations, policies, guidelines, and requirements of Office of Management and Budget Circular A-102: Uniform Administrative Requirements for Grants-in-Aid to State and Local Government. Also, the Contractor gives assurance and certifies with respect to the Federal grant that:

1. He and all Subcontractors will comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act 42 U.S.C. 1857 (h), section 508 of the Clean Air Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15), and Executive Order 11738 implementing provisions of the Clean Air Act (P.O. 91-604) and the Federal Water Pollution Control Act (P.L. 92-500).

3. He and all Subcontractors awarded subcontracts for construction having a value of more than $10,000 will comply with Executive Order 11246, entitled Equal Employment Opportunity as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60).

4. He and all Subcontractors awarded subcontracts which involve employment of mechanics or laborers in excess of $2,500 or subcontracts for construction in excess of $2,000, will comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CRF Part 5).

5. He and all subcontractors, materialmen, and suppliers agree that only domestic construction material will be used, in the performance of this contract, except for foreign construction materials, if any, listed in this contract, as provided by the Buy American Act (41 U.S.C 10). The Buy American Act provides that the Government give preference to domestic construction material defined as components, construction material and domestic construction material.

a. Components, as used in this clause, means those articles, materials, and supplies incorporated directly into construction materials.

b. Construction material, as used in this clause, means an article, material, and supply brought to the construction site for incorporation into the building or work. Construction material also includes an item brought to the site pre-assembled from articles, materials and supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, which are discrete systems incorporated into a public building or work and which are produced as a complete system, shall be evaluated as a single and distinct construction material regardless of when or how the individual parts or components of such systems are delivered to the construction site.

c. Domestic construction material, as used in this clause, means:

(i) an unmanufactured construction material mined or produced in the United States, or (ii) a construction material manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as the construction materials determined to be unavailable pursuant to 12.810(a)(3) of 43 CFR part 12, subpart E shall be treated as domestic.

C. Section 10 of the River and Harbor Act of 1899 D. Copeland Anti-Kick Back Act; 18 USC 874 as supplemented in the Department of Labor Regulations, (29 CFR Part 3) E. The Civil Rights Act of 1964, Title VI (nondiscrimination of federally assisted programs), P.L. 88-352, as amended; as well as 43 CFR 17, and Part 506 of the Department of the Interior Manual F. The Anadromous Fish Conservation Act of 1965, P.L. 89-304 as amended G. Land and Water Conservation Fund Act of 1965, P.L. 88-578, as amended H. National Historic Preservation Act of 1966 (P.L. 89-665) I. Department of Transportation Act of 1966, Section 4 (f) (P.L. 89-670) as amended J. Architectural Barriers (denying use by the physically handicapped) Act of 1968, P.L. 90-480, as amended K. National Environmental Policy Act of 1969 (P.L. 91-190) as amended L. Occupational Safety and Health Act of 1970 (P.L. 91-596) M. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) N. Section 401 of the Federal Water Pollution Control Act (P.L. 92-500) O. Section 402 (Other Pollutants) and 405 (Sewage Sludge) of the Federal Water Pollution Control Act (P.L. 92-500) P. Section 404 of the Federal Water Pollution Control Act (P.L. 92-500) Q. Federal Environmental Pesticide Control Act of 1972 (P.L. 92-516) R. Endangered Species Act of 1973 (P.L. 93-205) S. Flood Disaster Protection Act of 1973 (P.L. 93-234) T. Archaeological and Historic Preservation Act of 1974 (P.L. 93-291) U. Hatch Act Amendments of 1974, 5 CFR 151, 5 USC 1501 et. seq.

V. Contract Compliance for Equal Employment Opportunity Executive Orders 11246, 11375 and Department of Labor Regulations 41 CFR 60 W. Executive Order 11296 of August 10, 1966; Evaluation of Flood Hazard in Locating Federally Owned or Financed Buildings, Roads and Other Facilities; also see 24 CFR 1909-15 X. Executive Order 11644 of February 8, 1972; Use of Off-Road Vehicles on Public Lands Y. Executive Order 11738 of September 10, 1974; Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans Z. OMB Circular A-21; Principles for Determining Costs Applicable to Research and Development under Grants and Contracts with Educational Institutions AA. OMB Circular A-84; Reporting of Federal Outlays by Geographic Location AB. OMB Circular A-87; Cost Principles Applicable to Grants and Contracts with State and Local Governments AC. OMB Circular A-102; Uniform Administrative Requirements for Grants-In-Aid to State and Local Governments AD. Buy American Act (41 U.S.C 10)

1.8. SUBCONTRACTING:

Subcontractors are allowed.

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

1.8.2. 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.

1.8.3. 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.

1.8.4. 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.

1.8.5. 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).

1.9. 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: Ferne Clyffe State Park, Goreville, IL, Johnson County Value of services performed at this location: 100%

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 firm.

2.2. FORMAT OF PRICING:

2.2.1. Vendor shall submit pricing in the line items on BidBuy, based on the terms and conditions set forth in Section 1 of this Contract.

2.2.2. The pricing will be entered by the State prior to execution of the contract. Pricing will be taken from the Line Item total in Bid Buy.

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

2.4. 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 commencing upon the last dated signature of the Parties and ending on March 30, 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.

3.2. 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. 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. Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in accordance with this contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

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

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

5. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions

Employment of Public Workers on Public Works: In a period of excessive unemployment rates, State contractors (1) constructing or building any public works or (2) cleaning-up and disposing on-site of hazardous waste, and that clean-up or on-site disposal is funded or financed in whole or in part with State funds or funds administered by the State, are required to employ at least 90% Illinois laborers on such project. For projects involving clean-up and on-site disposal of hazardous waste, emergency response or immediate removal activities are excluded. This requirement applies to all labor whether skilled, semi-skilled or unskilled, whether manual or non-manual.

A period of excessive unemployment rates is defined as any month immediately following two consecutive calendar months during which the level of unemployment in the State of Illinois has exceeded 5% as measured by the United States Bureau of Labor Statistics in its monthly publication of employment and unemployment figures.

Any public works project financed in whole or in part by federal funds administered by the State of Illinois is covered under the provisions of this requirement, to the extent permitted by any applicable federal law or regulation. 30 ILCS 570.

Contractors may receive an exception from this requirement by submitting a request and supporting documents certifying that Illinois laborers are either not available or are incapable of performing the particular type of work involved.