CSS D7-9 Contract.pdf

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

State of Illinois Contract v.25.4

Illinois Department of Transportation Contract

Certification Supportive Services for Districts 7 - 9

B-47764 / 25-OBWD-R-268174 / P-

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Vendor shall have experience in Illinois’ transportation-related construction industry and shall provide technical assistance and outreach services to the Illinois Department of Transportation (IDOT), Office of Business and Workforce Diversity (OBWD)’s Disadvantaged Business Enterprises (DBEs) in IDOT’s Districts 4 through 6 (see Exhibit 1).

The Vendor shall achieve a minimum percentage of the total contract of 27% participation goal to include businesses that have been certified as Disadvantaged Business Enterprise (DBE), owned and controlled by persons who are socially and economically disadvantaged.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1 The Vendor shall provide certification assistance and outreach to the Agency’s

DBE firms from the Vendor’s home office, from the Districts’ DBE Resource Center (Center), or one-on-one at the DBE firm’s location only when necessary (e.g., when services cannot feasibly be delivered at the Center or if the firm lacks transportation). Requests for on-site assistance shall be initiated by the DBE firm with supporting documentation and receive prior approval from IDOT’s Bureau of Small Business Enterprises (SBE). Workshops and other training or informational events shall be provided or attended by the Vendor as determined by SBE. The specific number of service hours/days per week, and the staffing levels and/or subcontractors used at the Center, will be determined by and subject to SBE approval. Firms will be referred to the Vendor by the Agency or through outreach events and other channels.

1.2.2 All travel shall receive prior approval from SBE. The Vendor shall limit approved travel within Districts 7 through 9 to a maximum of three (3) hours one way, and only within the geographic boundaries of the awarded Districts. If billing for v.25.4 travel time is permitted, such time may only be billed from the Resource Center servicing the District. Supportive Services Assistance and SBE-requested events conducted at the Resource Center are not eligible for travel reimbursement.

Unapproved travel time will not be reimbursed. When SBE requests Vendor attendance at events, conferences, or meetings, only round-trip travel time between the Center and the event may be billed.

1.2.3 The Vendor shall provide assistance to the firms seeking certification assistance on the basis of the specific need(s) of the firm.

The Vendor shall provide services that include, but are not limited to, those listed in Section 1.2.1.

Timeliness:

When a Vendor receives a request from SBE for certification assistance, the Vendor shall contact the firm within 24-hours (with the exception of weekends and holidays) regarding the requested assistance. The assistance shall then be provided in an expeditious manner consistent with the desired services requested.

Number of Agency DBE firms in District 7 - 9:

As of May 8, 2025, the number of firms DBE-certified by the Agency in each of its Highway Districts (Districts 7 - 9) is as follows:

District 7 District 8 District 9

1.2.4 PERFORMANCE GOAL: Increase the number of firms aware of the DBE program and increase DBE certification in the Districts.

The Vendor shall perform the following services as required:

• Training presentations;

• Assist prospective DBEs with the DBE Certification Process;

• Assist IDOT-certified DBEs with the Work Category Expansion Process;

and

• Provide the Bureau of Small Business Enterprises with a DBE Outreach

Plan for their Districts.

1.3. REPORTING, STATUS AND MONITORING:

1.3.1 The Agency, at its sole discretion, will monitor the Vendor’s performance throughout the contract term, which may include use of a performance scorecard. The scorecard may track compliance with specific conditions, milestones, deliverables, and deadlines, and may establish requirements that shall be met before additional work is authorized or payment is released. It may also evaluate key performance factors such as cost control, service quality, responsiveness, and overall contract compliance.

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1.3.2 The Vendor shall cooperate with the Agency in this monitoring activity, which may require that the Vendor shall report progress and problems (with proposed resolutions), provide records of its performance, allow random inspections of its facilities, participate in scheduled meetings, and provide management reports as requested by the Agency.

1.3.3 Year-end Report: The Vendor shall submit a year-end report no later than the 15th day of the month following the end of the fourth (4th) quarter, as required by the Federal Highway Administration (FHWA). This report shall include a synopsis for each firm that received assistance during the contract year. Each synopsis shall detail: (1) the firm’s initial status at the time assistance was first requested; (2) the progress or improvements made as a result of the Agency’s DBE supportive services; and (3) the firm’s final status at the end of the contract year.

1.3.4 A quarterly report shall be required no later than the 15th day of the month following the last month of the quarter (ie. 1st Quarter Oct 1 – Dec 31, Reporting Deadline = Jan. 15th). Guidelines regarding what to include in the report will be provided by the Agency. (See Exhibit 4 – Federal Highway Administration (FHWA) Required Quarterly Reports).

1.3.5 Mandatory Meetings: Orientation meeting shall occur within 2 weeks of contract execution. All project managers shall attend and disseminate the training content to all staff and subcontractors. Quarterly meetings may also be required by the Agency, and attendance by project managers is mandatory.

1.3.6 Completion and submittal of the quarterly reports and year-end report and attendance at the quarterly meetings are required. Due to the critical need for this information to be submitted in a timely manner and attendance at the Orientation and Quarterly meetings, if the Vendor fails to submit the required documents or attend the required meetings by the time specified in Sections 1.3.3, 1.3.4, 1.3.5, 1.4.1 and 1.4.5 the Agency may terminate the contract.

1.4. MILESTONES AND DELIVERABLES:

OBWD’s Bureau of Small Business Enterprises (SBE) is responsible for administering the Agency’s federally mandated DBE program, which is governed by Title 49, Part 26 of the Code of Federal Regulations.

The following services have been established.

1.4.1 Direct service hours: Only direct service hours are billable. Time shall reflect actual delivery of services. Meetings without the firm’s owner shall include a verification form signed by both the owner and representative. The firm's TIN shall be included, and the form completed at the time of service. Activity Reports (ARs) shall include detailed descriptions of services provided; vague ARs may result in payment delays or adjustments.

Billable telephone calls shall:

• Last a minimum of 15 minutes;

• Be documented in ARs with purpose and outcome explained in detail.

1.4.2 Telephone records to corroborate the calls shall be provided with billing. Telephone records are required to support billed calls. Calls without documentation are not reimbursable. Text messages and standard telephone messages are not reimbursable. Faxes and emails are generally not billable.

Exceptions apply only when direct service is clearly documented. Time spent sending messages is not reimbursable under any circumstance.

1.4.3 Wait Time. If a firm fails to attend a scheduled service meeting and the Vendor is already on-site, 15 minutes of wait time may be billed only if documentation is provided. Required documentation includes: email confirmation, acknowledgment of the scheduled meeting from the firm, and a Resource Center sign-in sheet confirming time and date.

1.4.4 Administrative costs: The Vendor's administrative costs are not billable as direct service hours.

Activity Codes

Activity Code 1 – DBE Certification Assistance (Tax Identification Number is required)

Activity Code 2 – DBE Outreach Event

Activity Code 3 – DBE Certification Workshop

Activity Code 4 – Attend IDOT Meetings, Conferences (District, Chicago, Springfield) (SHALL have prior approval from SBE)

Activity Code 5 – Travel

Activity Code 6 – Marketing (on behalf of DBEs and IDOT)

Note: Only those meetings, conferences and events that receive prior SBE approval are billable. Hours of assistance over the maximum number allowed, are not billable and not to be compensated.

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Administrative tasks are not billable as direct services. These include data entry, billing, contract management, and reporting. The fully loaded hourly rate shall include all administrative costs.

1.4.5 Monthly invoice: Vendor shall submit a monthly invoice with required documentation no later than the 20th day after the close of the previous month.

Services not included in the invoice are not eligible for future billing without prior written approval. Failure to bill timely may result in contract termination or require a claim in the Court of Claims.

Support documentation that shall accompany monthly invoice:

1.4.5.1 The Vendor shall submit a detailed Activity Report (AR) each month, accompanied by corresponding timesheets for every labor category that is billing hours. The AR shall:

• List all activities and travel in chronological order by date;

• Include the name of the labor category performing the activity;

• Provide a clear description of the work performed;

• Report and bill all time in 15-minute (quarter-hour) increments

1.4.5.2 The Vendor is required to use the Agency’s official web-based

Activity Report (AR) system for all billing submissions. No other format or method will be accepted.

• Internet access is mandatory for compliance with this requirement.

• Any deviation from the use of the designated AR system may result in delays or rejection of the monthly invoice.

• Any necessary adjustments to invoices will be processed during the next billing cycle.

(See Exhibit 2 for additional guidance.)

1.4.5.3 For each direct service provided, the Vendor shall submit a Verification Form confirming the service.

• The form shall be signed by both the Vendor and the representative of the firm receiving the service.

• The form shall be completed and signed at the time of the meeting.

• Forms not signed at the time of service will be rejected and will not be eligible for billing.

• The Agency’s web-based application will specify the required supporting documentation for each activity code.

(See Exhibit 3 for the required Verification Form.)

1.4.6 The Vendor is required to submit a complete monthly billing package that includes the invoice, Activity Reports (ARs), timesheets, and all supporting documentation.

• These documents shall be submitted each month by the deadlines outlined in Sections 1.4.1 and 1.4.5.

• Timely submission is critical to the administration of the contract.

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• Failure to submit the required documentation by the specified deadlines may result in contract termination by the Agency.

1.4.7 Service time deductions: If the Agency makes any deductions or adjustments to the Vendor’s billed service time on the Activity Reports (ARs) or related invoices, the Vendor may request reconsideration of those deductions.

• To do so, the Vendor shall submit a written request along with all supporting documentation within 30 calendar days of receiving the payment warrant.

• Requests submitted after the 30-day period will not be considered and may result in delayed payment or require the Vendor to pursue a claim through the Illinois Court of Claims.

• Any deductions that are subsequently approved for payment will be processed in the next billing cycle.

1.5. VENDOR/STAFF SPECIFICATIONS:

1.5.1 The Vendor shall include supporting documentation with their BidBuy submission to demonstrate compliance with Section 1.5.1.1. This documentation may include:

• A list of DBE (Disadvantaged Business Enterprise) firms the Vendor has assisted, along with the dates and types of assistance provided (e.g., certification support, management assistance, or technical help).

• A list of presentations the Vendor has given about the DBE program, including the presentation dates.

1.5.1.1 Vendor shall provide a Project Manager with a minimum of three (3) years of progressive experience with Illinois’ Disadvantaged Business Enterprise (DBE) Program. Project Manager w ith less than 3 years’ experience w ill be considered non-responsive.

1.5.1.2 Vendor shall have the qualifications to perform the scope of work of this contract, e.g., experience in DBE certification processes, experience providing presentations / trainings, developing and growing small businesses, small business management, and experience with DBE firms.

1.5.1.3 Vendor shall possess requisite knowledge of the federal regulations, 49 CFR Part 26, 23 CFR Part 230.204 and 13 CFR Part 121.

1.5.1.4 Vendor shall have knowledge and demonstrate the capability to provide:

• Training presentations;

• Assist prospective DBEs with the DBE Certification Process;

• Assist IDOT-certified DBEs with the Work Category Expansion Process;

and

• Provide the Bureau of Small Business Enterprises with a DBE Outreach

Plan for their Districts.

1.5.1.5 The Vendor shall submit a list of all staff, by name with corresponding district and hourly rate, within 20 working days of contract award. Updates to the list shall be submitted for Agency approval as changes occur. Prior approval is required for new staff to accrue billable hours. Changes in personnel assigned to this project shall receive prior approval from the Agency before incurring billable hours.

1.5.1.6 Provide a list of all certifications and/or professional licenses of the team members that will be assigned to this project. Certifications and/or licenses provided should correspond with qualifications outlined in Sections 1.5.2 and

1.5.4 (e.g. Certified Business Consultant, Certified Trainer, Certified Public Speaker.

1.5.1.7 The Vendor shall maintain and utilize appropriate technological capabilities necessary to perform the services described in Sections 1.4.5, 1.3.3 and 1.3.4. This includes, but is not limited to, computers, software applications, databases, and other hardware or equipment required to generate, manage, and deliver accurate and timely reports and services. The Vendor is solely responsible for ensuring that all technology used is properly maintained, secure, and compliant with applicable industry standards and regulations.

1.5.1.8 The Vendor shall provide an organizational chart identifying all professional and support staff assigned to the awarded contract. In addition, the Vendor shall submit a comprehensive staffing plan that clearly outlines the key elements of the proposed organizational structure and demonstrates how personnel will be allocated to effectively perform the work required under the contract. For any individuals not currently employed by the Vendor, the Vendor must submit supporting documentation for each such individual, including a letter of intent to work, a detailed summary of relevant background and qualifications, and a statement of the individual’s anticipated hours of commitment throughout the contract period.

1.5.1.9 The assigned staff for each project must be provided to the Agency for review and are subject to the Agency’s approval. No substitutions of staff are allowed without prior written approval from the Agency.

1.6. TRANSPORTATION AND DELIVERY: N/A

1.7. SUBCONTRACTING:

Subcontractors are allowed.

1.7.1. Will subcontractors be utilized? Yes No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois v.25.4

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 shall include Illinois Standard Certifications completed by the subcontractor.

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

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.7.3. If the annual value of any subcontracts is more than $100,000, then the Vendor shall provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.7.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

1.8. 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 v.25.4 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.

Vendor (Prime) shall:

1) Have office location within one of the three districts the proposal covers -OR-

2) Be able to assist contractors at contractor office by appointment -OR-

3) Provide assistance at District Resource Center by appointment -OR-

4) Provide virtual assistance by appointment.

• Location where services will be performed: Click here to enter text

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

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2. PRICING

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

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

2.3. ECONOMIC ADJUSTMENTS: N/A

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.

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3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon Upon Execution and will expire on 6/30/2029. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: N/A

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 v.25.4 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.

https://labor.illinois.gov/

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:

Agency: Illinois Department of Transportation

Attn: Brian Hendricks

Address: 2300 South Dirksen Parkway

City, State Zip Springfield IL 62764

Email: brian.d.hendricks@illinois.gov

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

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract.

Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or mailto:brian.d.hendricks@illinois.gov v.25.4 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 v.25.4 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.

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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 v.25.4 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 http://www.ilga.gov/legislation/ilcs/ilcs.asp v.25.4 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.

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

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5. STATE SUPPLEMENTAL PROVISIONS

Agency Specific Terms and Conditions

AGENCY SUPPLEMENTAL TERMS AND CONDITIONS

AMENDMENTS:

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

AGENTS AND EMPLOYEES:

The Vendor shall be responsible for the negligent acts and omissions of its agents, the employees and subcontractors in their performance of the Vendor’s duties under this Contract. The 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 the Vendor hereunder is not providing such skilled services, it shall promptly so notify the Vendor, and the Vendor shall replace that individual.

PUBLICITY:

The 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.

CONSULTATION:

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

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:

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THIRD PARTY BENEFICIARIES:

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

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.

VENDOR’S TERMINIATION DUTIES:

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

Cease work under this Contract and take all necessary or appropriate steps to limit disbursements and minimize costs, and furnish a report within thirty (30) days of the date of notice of termination, describing the status of all work under the Contract, including, without limitation, results accomplished, conclusions resulting there from, any other matters the Agency/Buyer may require;

Immediately cease using and return to the Agency/Buyer any personal property or materials, whether tangible or intangible, provided by the Agency/Buyer to the Vendor;

Comply with the Agency/Buyer’s instructions for the timely transfer of any active files and work product produced by the Vendor under this Contract;

Cooperate in good faith with the Agency/Buyer, its employees, agents and contractors during the transition period between the notification of termination and the substitution of any replacement contractor;

Immediately return to the Agency/Buyer any payments made by the Agency/Buyer for services that were not rendered by the Vendor.

OVERTIME:

All work performed by the Vendor at overtime rates shall be pre-approved by the Agency/Buyer.

PURCHASE OF EQUIPMENT AND MAINTENANCE ASSURANCE:

The Vendor shall not purchase equipment with funds received under this Contract without having obtained the Agency/Buyer's prior approval. For purposes of this http://www.ecfr.gov/cgi-bin/text-idx?SID=cbb7305b43e022815d30aeaf7b642744&node=pt48.1.31&rgn=div5 http://www.ecfr.gov/cgi-bin/text-idx?SID=cbb7305b43e022815d30aeaf7b642744&node=pt48.1.31&rgn=div5 v.25.4

Article, “equipment” shall include any product, tangible and non-tangible, used solely in the 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.