Contract v.25.1 B44936.docx

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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”.

Illinois Department of Transportation Contract IDOT Gasoline, Diesel, Biodiesel B-44936 Section I. SCOPE OF WORK

I.A. OVERVIEW AND PURPOSE

Illinois Department of Transportation (IDOT) is seeking a vendor(s) to furnish and deliver bulk fuel for the IDOT’s fueling locations as listed below. This contract shall include the following fuel products:

Illinois Department of Transportation (IDOT) Locations:

DISTRICT 2 – LEE COUNTY

· 2857 US RTE 30, COMPTON, IL 61318

DISTRICT 3 – IROQUOIS COUNTY, DEKALB COUNTY

· 849 E IL STATE RTE. 116 ASHKUM, IL 60911

· 435 E 800 NORTH RD BUCKLEY, IL 60918

· 111 YOUNT AVE WATSEKA, IL 60970

· 9741 US HIGHWAY 30 WATERMAN, IL 60556

DISTRICT 5 – VERMILION COUNTY, PIATT COUNTY

· 510 AVENUE C DANVILLE, IL 61832

· 1518 E 1800 N RD FITHIAN IL

· CO 676 E OLD RT 47 MONTICELLO, IL 61856

DISTRICT 6 – CASS COUNTY

· 20578 STATE ROUTE 125 VIRGINIA IL 62691

DISTRICT 7 – CLARK COUNTY

· 109 EDGEWOOD DRIVE MARSHALL IL 62441

DISTRICT 8 – ST. CLAIR COUNTY

· 2107 FREEBURG AVE. 1MILE NO OF IL 15 ON IL 13 BELLEVILLE IL 62220

· 8312 SHILOH VALLEY TOWNSHIP LINE ROAD LEBANON, IL 62254

· 200 EAST MISSOURI AVE EAST ST. LOUIS, IL 62201

The vendor(s) shall deliver the fuel as required and directed by the IDOT.

I.B. SUPPLIES AND/OR SERVICES REQUIRED

I.B.1. Dyed Fuel: Diesel fuel oil grade number 2 bulk, dyed and 5% bio-diesel fuel, dyed must be for off-road use only.

I.B.2. All biodiesel fuel shall be a blend of soybean oil and diesel fuel. All soybean oil used for blending biodiesel fuel shall meet or exceed American Society of Testing and Materials (ASTM) D6751 specifications.

I.B.3. All diesel fuels shall have a minimum cetane rating of 43.

I.B.4. Additive: Cold-flow improve agent must improve base fuel cold-flow properties a minimum of -15 degrees Fahrenheit with deicer properties. Please quote your cost to treat one (1) gallon of fuel.

I.B.5. Conventional Gasoline: Conventional no lead gasohol bulk must have a minimum finished octane of 87. Gasohol shall consist of nine parts unleaded gasoline and one part denatured, agriculturally derived ethanol.

I.B.6. Unleaded Gasoline: Gasoline, regular unleaded RFG with ethanol or ETBE with a minimum finished octane of 87.

I.B.7. Ethanol: 200 proof, 85% denatured ethanol blended with 15% natural gasoline for use in flexible-fueled vehicles (E-85).

I.B.8. Upon request, a lab analysis for sulfur content shall be provided by the vendor. The analysis shall show the sulfur content contained in Ultra Low Sulfur diesel fuel. Ultra-low diesel fuel shall not contain more than 15 parts per million (PPM) sulfur content.

I.B.9. The successful vendor shall make shipments upon receipt of a Purchase Order from a State facility for which a term contract has been issued. The successful vendor shall accept telephone orders.

I.B.10. In the event, that an additional tank is added to an existing location for operational needs either by the Agency or supplied by the Vendor, the Vendor shall honor the Agencies request to supply fuel to that tank. If the location previously had an Agency owned tank and is now requesting a Vendor supplied tank, the unit cost (differential) shall be adjusted to compensate for this change by adding the unit cost (differential) of the appropriate Agency owned tank to the unit cost (differential) on that line item and vice versa; if the location previously had a Vendor supplied tank and is now informing the Vendor that they have an Agency owned tank, the unit cost (differential) shall be adjusted to compensate for this change by subtracting the unit cost (differential) of the appropriate Vendor supplied tank on that line item.

I.B.11. In the event, that an Agency needs to add a new location with new tanks or tanks supplied by a Vendor for operational needs, the State reserves the right to select an awarded Vendor that is logistically closest to this location to service this location at the same unit cost (differential). If this Vendor cannot or will not provide services for the requesting Agency, the next logistically closest awarded Vendor will be asked.

I.B.12. For locations that require a Vendor supplied tank, the Agency will be responsible for contacting the Vendor to set up a time to visit the site and discuss when and where the tank shall be installed. If the tank installation requires more than just setting the tank in place, the Agency will be responsible for making sure the site is prepared for the tank prior to notifying the Vendor.

I.B.13. A district map has been provided for assistance with delivery locations.

I.C. MILESTONES AND DELIVERABLES

I.C.1. All fuels shall meet or exceed current American Society of Testing and Materials (ASTM) requirements for gasoline and diesel fuel. Fuels shall meet all Illinois Pollution Control regulations.

I.C.2. Testing: In cases where specification compliance is an issue, the State reserves the right to have an independent test laboratory analysis made of the product in question. Selection of the test laboratory shall be made by the State and the test procedures shall be as stated in the specification; or in the absence of a required test procedure, the American Society of Testing and Materials (ASTM) procedures shall be used; or, if neither of the foregoing are applicable, any generally acceptable commercial testing procedure may be used at the discretion of the testing laboratory, as long as it addresses the issue in question. If following such test, any product is found to be non-compliant, the vendor shall assume the responsibility for the test costs incurred, removing product from the tank at vendor expense and may be subject to payment of any damages incurred resulting from the use of such product in State equipment. If the product is found compliant, the State shall bear the cost of the test.

I.C.3. The Vendor warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty and unless otherwise specified, full-coverage warranty for at least 12 months shall be provided, starting from the time of delivery. The warranty shall be the standard maximum coverage warranty offered that includes materials and labor with no additional charges. Any extended warranty that is effective past the expiration of the manufacturer’s warranty will be passed on to the State.

I.C.4. If any equipment fails to conform to the warranties during the applicable warranty period, the Vendor or Manufacturer will adjust, repair, or replace the equipment at no charge to the entity as soon as possible upon notice. The equipment will be repaired on-site and at no additional cost. The Vendor may provide or perform warranty service at the nearest dealer location if on-site repair is not possible. Vendor shall facilitate pickup and delivery of the equipment at Vendor’s cost if warranty repair(s) are made off-site during the warranty period. The Vendor is responsible for any failure of their allied or subcontractors’ fulfillment of said warranties.

I.C.5. The Vendor shall assist the purchaser in reaching a solution in a dispute over any warranty’s terms with the manufacturer.

I.D. VENDOR/STAFF SPECIFICATIONS

Vendor shall be responsible for:

I.D.1. Verifying the fuel type and tank levels before dispensing fuel into any tank.

I.D.2. Ensuring the delivery driver has all necessary licenses and certifications needed to deliver bulk fuel.

I.D.3. The delivery and the delivery drivers’ actions. The delivery driver shall remain with the truck and perform and oversee the fuel delivery from beginning to end.

I.D.4. All actions of the driver while at a IDOT Location.

I.D.5. The Vendor is required to furnish a Safety Data Sheet (SDS) for each toxic substance shipped. Submission of Safety Data Sheets is required by the Illinois Toxic Substances Disclosure to Employees Act. 820 ILCS 255/1 ET SEQ, or subsequent amendment.

I.E. TRANSPORTATION AND DELIVERY

I.E.1. Delivery will be made F.O.B. Destination into storage tanks belonging to or leased by the State with all transportation and handling paid by the Vendor. Delivery locations will be identified on individual orders. Vendor shall coordinate delivery location requirements with ordering entity prior to shipment.

I.E.2. Deliveries shall be made to the Agency between 9:00 AM and 3:00 PM (Monday through Friday), excluding State holidays, unless pre-approved by the ordering entity or specified in the individual line item. The Vendor shall be responsible for communicating with the IDOT District directly.

I.E.3. Estimated days after receipt of order (ARO) unless otherwise approved by the ordering agency shall be 2 days.

I.E.4. The Agency, may at some point during the contract period, require deliveries that are less than the minimum deliveries specified on the line item. This may occur during our fiscal year end and in emergency situations. Short load charges, if any, may not exceed the quoted bid differential per gallon for the difference between the minimum order stated in the contract and the gallons actually delivered.

I.E.5. There is no guarantee of quantities for actual orders or usage. Vendor shall furnish all requirements for the Contract period.

I.E.6. If Vendor is unable, or anticipates that it will not be able, to fulfill an order in accordance with the requirements of the Contract, Vendor will submit a request to delay order fulfillment to the ordering entity in writing within 24 hours of receipt of the applicable order and will include in such request its best estimate of the duration of the delay and the reasons for the delay. At the ordering entity’s discretion, the entity may choose to approve the delay or be relieved from its obligations to purchase any quantities of supplies or equipment in such order and may cancel such quantities effective upon notice to the Vendor. The ordering entity may elect to pursue alternative sources to fulfill the obligations of the canceled order. Vendor shall, at its own cost, use commercially reasonable efforts to remedy any shortage of supply and resume meeting the requirements of the Contract as soon as possible.

I.F. PRICING

I.F.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.

I.F.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.

I.F.3. Quantities: It shall be expressly understood by the bidder that the estimated bid quantities specified in the contract documents are for the purpose of determining the lowest bid and to establish unit prices. The Agency may, over the term of the Contract, place orders for more or fewer than the estimated quantities stated. The Agency does not guarantee that any minimum number of quantities shall be ordered from the Vendor. Materials furnished under this contract shall be delivered in multiple deliveries as determined by the needs of IDOT. The estimated quantities of this contract shall be based on a period of 4 years. The decision to pre-order and hold any inventory rests solely with the Vendor.

I.F.4. Pricing shall be submitted in the following format: Per the Unit of Measure on the line items in BidBuy.

Bidders shall provide a plus (+) or minus (-) bid differential for each line item bid and bid on each line item in bidbuy. This bid differential shall be applied to each gallon of fuel purchased. The bidder shall be reimbursed the cost of the fuel using the Data Transmission Network (DTN) Energy FastRacks’ lowest posted price of the product delivered on the day the fuel is delivered. Final amount awarded shall include the low bidder’s bid differential and an estimated dollar amount for the gallons of fuel noted in the pricing table for each line item. The fuel amounts for each fueling site noted in the pricing are an annual estimate and IDOT may purchase more or less than the amounts indicated.

Bidders are not required to bid on each location, or product to be considered responsive; however, bidders shall bid on all line items per location to be considered responsive. When bidding diesel fuel for a location, bidders shall bid all of the following: #1 Diesel Fuel, #2 Diesel Fuel, Bio-diesel Blends, and the Additive Package.

I.F.5. Each fuel type is estimated at $4.00 per gallon. The vendor should enter $4.00 plus the bid differential per gallon. For example, if the vendor's bid differential for Line Item #1 is $0.20, the vendor will enter $4.20 in the Unit Cost column.

I.F.6. Price information will be taken from the Data Transmission Network, DTNERGY FastRack Price Service. Rack prices will be Chicago and Rockford area quotations (unless market prices are not available, in which case other adjacent market prices will be quoted). Prices presented will be the Rack low price of prices posted by refiners/operators in the market area.

Currently, the State is using Rack pricing from the following market areas:

Chicago - #1 and #2 Ultra Low Sulfur clear and dyed diesel fuel, #2 Ultra Low Sulfur clear and dyed biodiesel fuel, reformulated gas (RFG) and E-85.

Rockford – 87 octane 10% gasohol.

If no postings are available for Ultra Low Sulfur Biodiesel fuel (clear or dyed), the State will use the Chicago Rack low posted price for Ultra Low Sulfur diesel fuel and the Hartford Wood River Terminal Rack low posted price for SB99.9 and compute the price based on the % blend of diesel fuel and soybean oil.

In the event that a market area discontinues publishing price information for a type of fuel, the State reserves the right to choose at its discretion and alternate market area to obtain pricing.

In the event that DTNERGY discontinues publishing price information during the contract period, the State reserves the right to choose at its discretion an alternate industry publication from which posted market prices will be obtained.

I.F.7. RENEWAL COMPENSATION: N/A

I.G. 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.

Section II. TERM AND TERMINATION

II.A. TERM

II.A.1. TERM OF THIS CONTRACT: The contract resulting from this procurement will have an initial term starting on the date of the last signed signature by the Parties and will continue for four (4) years from that date. 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.

II.A.2. RENEWAL: N/A

II.B. 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.

II.C. 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.

II.D. 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.

Section III. STANDARD BUSINESS TERMS AND CONDITIONS

III.A. PAYMENT TERMS AND CONDITIONS:

III.A.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.

III.A.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.

III.A.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.

III.A.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.

III.A.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.

III.A.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 August 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.

III.A.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.

III.A.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: Each District shall provide billing information.

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

III.A.7. ASSIGNMENT: This contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

III.A.8. 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.

III.A.9. 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.

III.A.10. 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.

III.A.11. 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.

III.A.12. 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.

III.A.13. 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.

III.A.14. 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.

III.A.15. 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.

III.A.16. 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.

III.A.17. 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.

III.A.18. 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.

III.A.19. 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.

III.A.20. 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.

III.A.21. APPLICABLE LAW:

III.A.21.1. PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

III.A.21.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

III.A.21.3. 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.

III.A.21.4. 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).

III.A.21.5. 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.

III.A.22. 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.

III.A.23. 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.

III.A.24. 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.

III.A.25. 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.

III.A.26. 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.

III.A.27. 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.

III.A.28. 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.

III.A.29. WARRANTIES FOR SUPPLIES AND SERVICES:

III.A.29.1. 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.

III.A.29.2. 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.

III.A.29.3. 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.

III.A.30. 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.

III.A.31. 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.

III.B. ATTACHMENTS

III.B.1. Financial Disclosures (including Illinois Procurement Gateway print-off if appropriate) III.B.2. State of Illinois Offer Document

III.C. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions Click here to enter text.

|_| Required Federal Clauses, Certifications and Assurances Click here to enter text.

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

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

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|X| Agency Specific Terms and Conditions

AGENTS AND EMPLOYEES:

Vendor shall be responsible for the negligent acts and omissions of its agents, employees and subcontractors in their performance of Vendor’s duties under this Contract. Vendor represents that it shall utilize the services of individuals skilled in the profession for which they will be used in performing services hereunder. In the event that the Agency/Buyer determines that any individual performing services for Vendor hereunder is not providing such skilled services, it shall promptly so notify Vendor and Vendor shall replace that individual.

5.1.2 PUBLICITY:

Vendor shall not, in any advertisement or any other type of solicitation for business, state, indicate or otherwise imply that it is under contract to the Agency/Buyer nor shall the Agency/Buyer’s name be used in any such advertisement or solicitation without prior written approval except as required by law.

5.1.3 CONSULTATION:

Vendor shall keep the Agency/Buyer fully informed as to the progress of matters covered by this Contract. Where time permits and Vendor is not otherwise prohibited from so doing, Vendor shall offer the Agency/Buyer the opportunity to review relevant documents prior to filing with any public body or adversarial party.

5.1.4 ACCOUNTING:

The Vendor shall be responsible for utilizing the appropriate provisions contained in Title 48, Code of Federal Regulations, subpart 31, as amended (Contract Cost Principles and Procedures) with respect to all costs associated with supplies and/or services the Vendor provides to the Agency/Buyer pursuant to the terms of this contract. The Vendor shall also maintain a proper accounting system in accordance with generally accepted accounting standards or Agency/Buyer directives. Information regarding the cost principles in Title 48, Code or Federal Regulations, subpart 31 (Contract Cost Principles and Procedures) may be viewed at the following website:

There are no third-party beneficiaries to this Contract. This Contract is intended only to benefit the State, the Agency/Buyer and the Vendor.

5.1.6 SUCCESSORS IN INTEREST:

All the terms, provisions, and conditions of the Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.

5.1.7 VENDOR’S TERMINIATION DUTIES:

The Vendor, upon receipt of notice of termination or upon request of the Agency/Buyer, shall:

Any overtime costs shall be incurred by the vendor.

5.1.9 USE OF WORK PRODUCT:

Unless otherwise agreed in writing, the following applies regarding work product created or produced under this Contract:

5.1.9.1 Work product produced under this Contract, including, but not limited to, documents, reports, information, documentation of any sort and ideas, whether preliminary or final, shall become and remain the property of the State and/or Agency/Buyer, including any patent, copyright or other intellectual property rights;

5.1.9.2 With the exception of ideas, all such work products shall be considered works made for hire within the meaning of 17 U.S.C. § 101;

5.1.9.3 To the extent that any portion of such work product is not a work made for hire, Vendor completely and without reservation assigns to the Agency/Buyer all right, title and interest in and to such portion of the work product, as well as all related intellectual property rights, including patent and copyright;

5.1.9.4 Agency/Buyer shall exercise all rights of ownership in all such work product without restriction or limitation, without further compensation to Vendor.

5.1.9.5 Vendor shall not acquire or have any right to use, disclose or reproduce the work product or any equipment, documents, information, media, software, or know-how obtained from the State except to perform this Contract. Nothing herein shall be construed as precluding the use of any information independently acquired by Vendor without such limitation;

5.1.9.6 The ideas, methodologies, processes, inventions and tools (including computer hardware and software where applicable) that Vendor previously developed and brings to the Agency/Buyer in furtherance of performance of the Contract shall remain the property of the Vendor; and

5.1.9.7 Vendor grants to the Agency/Buyer a nonexclusive license to use and employ such software, ideas, concepts, methodologies, processes, inventions and tools solely within its enterprise.

This Contract may be amended in writing from time to time by mutual consent of the parties. All amendments to this Contract shall be in writing and fully executed by the parties.

5.1.13 PURCHASE OF EQUIPMENT AND MAINTENANCE ASSURANCE:

Vendor shall not purchase equipment with funds received under this Contract without having obtained the Agency/Buyer's prior approval. For purposes of this Article, “equipment” shall include any product, tangible and non-tangible, used solely in Vendor’s performance under this Contract and having a useful life of two years or more and an acquisition cost of at least $100. Vendor acknowledges that the Agency/Buyer is under no obligation to give consent and that the Agency/Buyer may, if it gives consent, subject that consent to such additional terms and conditions as the Agency/Buyer may require. Vendor acknowledges that any equipment purchased under this provision is and shall remain the property of the Agency/Buyer.

The Agency/Buyer reserves the right to maintain any equipment purchased under this Contract using Agency/Buyer personnel or third-party maintainers. In such case, Vendor shall provide the Agency/Buyer or its maintenance provider with such services, documentation, materials and parts under reasonable terms and conditions and at reasonable costs. The Agency/Buyer reserves the right to return to Vendor's maintenance following written certification by Vendor that the equipment is eligible for Vendor's maintenance. Vendor's standard charges for the certification inspection, plus any applicable charges required to bring the equipment into eligibility for Vendor's maintenance shall apply. Exercise of these rights by the Agency/Buyer shall be without penalty or sanction by Vendor.

If Vendor discontinues service or maintenance of equipment or software provided under this Contract, Vendor shall provide to the Agency/Buyer at no cost adequate documentation and access to specialized or proprietary tools to allow the Agency/Buyer or a subcontractor to maintain the equipment or software. This provision shall not apply if Vendor arranges for continued service and maintenance through another Vendor and at a price acceptable to the Agency/Buyer.

5.1.14 USE OF THIRD PARTIES:

The Agency/Buyer acknowledges that the Vendor may contract with third parties for the performance of any of the Vendor’s obligations under this Contract. However, all subcontracts shall be subject to prior approval by the Agency/Buyer, so the Vendor shall obtain the Agency/Buyer's prior written consent before allowing any Third Party to perform any of the Vendor’s obligations under this Contract.

A Vendor who obtains the Agency/Buyer’s prior written consent and subsequently enters into a contract with a Third Party for performance of any of the Vendor’s obligations under this Contract remains responsible for all services performed under this Contract. All restrictions, obligations and responsibilities of the Vendor under this Contract shall also apply fully and completely to subcontractors. This includes requiring all subcontractors to submit certifications and disclosures to Agency/Buyer for review and approval upon request. The Agency/Buyer shall have the right to request the removal of a subcontractor from the Contract for good cause.

5.1.15 EMPLOYMENT OF ILLINOIS WORKERS DURING PERIODS OF EXCESSIVE UNEMPLOYMENT Whenever there is a period of excessive unemployment in Illinois, which is defined herein as any…