I-26-2051_CMGC RFP Apendix A Forms_09172026.pdf

FORM 2

INFORMATION ON PARTY TO THE CONTRACT

Proposer Name: _____________________________________

Business Name of Potential Party to Contract: ______________________________________

Form of Organization: check one of the options below and provide relevant supporting documentation

□ Joint Venture

Indicate full legal names of each joint venturer. Attach: (1) letter stating that each joint venturer agrees to be held jointly and severally liable for all the duties and obligations of Proposer under the

Proposal and under any contract arising from the Proposal, (2) a power of attorney signed by all Joint

Venture members showing authority to sign the Proposal and be bound by commitments in the

Proposal, (3) a certified copy of the Joint Venture agreement, and (4) proof of address showing the location of the Joint Venture home office is in the State of Illinois.

□ Partnership

Indicate full legal names of each general partner. Attach a power of attorney signed by a partner (if a general partnership) or a general partner (if a limited partnership) showing authority to sign the

Proposal and be bound by the commitments in the Proposal.

□ Corporation / Limited Liability Corporation (LLC)

Indicate state of incorporation, State corporate registration number, Taxpayer Identification Number

/ Employer Identification Number. Attach a resolution of the governing body showing approval to sign the Proposal and be bound by the commitments made in the Proposal on behalf of the corporation or a resolution or operating agreement showing authority to sign the Proposal and be bound by the commitments made in the Proposal (if an LLC).

□ Subsidiary

Indicate full legal name of the owner of the subsidiary, and State of incorporation or organization.

Attach evidence of subsidiary’s authorization from the owner to sign the Proposal and be bound by commitments made in the Proposal.

□ Entity is not yet incorporated or organized

Provide information on: (1) plans to organize or incorporate by the time the Contract is executed, and

(2) evidence of authority to sign the Proposal and be bound by commitments made in the Proposal on behalf of all the Major Participants.

Note: Capitalized terms not otherwise defined herein shall have the meaning set forth for each such term in the RFP.

FORM 3

ADDENDUM RECEIPT

THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY

The undersigned declares that the RFP dated as of August 28, 2026 including any addenda thereto (if any) as listed below and on file at the office of The Illinois State Toll Highway Au-thority have been carefully examined, and that the undersigned has inspected in detail the site of the proposed Work (as such term is defined in the RFP), and familiarized itself with all of the conditions affecting the contract, and that has satisfied itself as to The Work to be done and the conditions under which it must be carried out, and understands that in sub-mitting this Proposal waives all rights to plead any misunderstanding regarding the same.

Addendum No. ________ Date _______________

Addendum No. ________ Date _______________

Addendum No. ________ Date _______________

Addendum No. ________ Date _______________

Affix Corporate Seal BY:

or Power of Attorney Where Applicable

Information below to be typed or printed where applicable.

INDIVIDUAL:

Name Address

PARTNERSHIP – NAME AND ADDRESS OF GENERAL PARTNERS:

Name Address

INCORPORATED:

President Address

Vice-President Address

Secretary Address

Treasurer Address

Note: Capitalized terms not otherwise defined herein shall have the meaning set forth for each such term in the RFP.

FORM 4

RESPONSIBLE PROPOSER AFFIDAVIT

IN ACCORDANCE WITH 30 ILCS 500/30-22(8)

CONTRACT NO: ____________________________

(Enter Illinois Tollway Contract Number)

SUBMITTING PROPOSER: ____________________________

(Enter Name of Proposer)

ADDRESS: __________________________________

STATE OF ILLINOIS

COUNTY OF ______________________

The Affiant, ______________________________________________, being first duly sworn, upon oath deposes states and certifies:

1. Affiant is _____________________ of ______________________________________, which is the Proposer on The Illinois State Toll Highway Authority (“Owner”) Contract No. ________________ (“Contract) between the Proposer and the Owner;

2. If Proposer is awarded the Contract, Proposer will maintain an Illinois office as the primary place of employment for persons employed in the construction authorized by Contract.

I am duly authorized to make this Affidavit. I know and understand the contents of this Affidavit, and all statements herein are true and correct.

SIGNATURE OF AFFIANT

SUBSCRIBED AND SWORN BEFORE ME THIS ____ DAY OF _____________, 20____.

NOTARY PUBLIC

Note: Capitalized terms not otherwise defined herein shall have the meaning set forth for each such term in the RFP.

FORM 5

Partnering for Growth (P4G) Plan

ILLINOIS STATE TOLL HIGHWAY AUTHORITY

Form 5 – Partnering for Growth (P4G) Plan

CM/GC CONTRACTOR: ______________________

CONTRACT NUMBER: I-26-2051 _

Instructions to Proposers:

1. The Illinois Tollway strongly encourages the selected CM/GC Contractor to participate in the P4G Program by submitting this Form 5 with the Technical Proposal. At least one Illinois Tollway DBE and/or VOSB professional services firm should be identified on this Form 5 with the Technical Proposal, should the selected CM/GC

Contractor choose to participate. Proposer may also include an Illinois Tollway DBE/VOSB/SBI construction firm on this Form 5 if one is identified when the Technical

Proposal is submitted; however, if there is not a firm noted when this Form 5 is submitted, the Proposer can make an affirmative commitment to submit a P4G agreement with a professional services firm 30 calendar days prior to the start of work or for a construction firm before the start of NTP 2.

2. This form must:

• be submitted with the Proposal by the Proposal Due Date

• be an accurate representation of Work and pricing agreed upon between the CM/GC Contractor and the Illinois Tollway DBE, VOSB or SBI firm(s)

3. Each company listed on the P4G Plan must be certified in an approved Illinois Tollway DBE/VOSB/SBI directory.

4. In no case should a CM/GC Contractor remove, replace, or reduce the commitment to a firm listed in the P4G Plan without prior written consent of ISTHA. Any changes that may affect the DBE participation shall be requested in accordance with the DBE and VOSB Special Provisions .

I. P4G Plan

Mentor Name: _______________________________

Protégé Name: _______________________________ ☐ DBE ☐ VOSB ☐ SBI(Construction only)

Scope of work being mentored: ____________________________________________________

% of work being mentored: _____________

Briefly describe specific assistance the Mentor will provide to support the Protégé’s needs:

Total Participation by Protégé (must match DBE plan): ________________________

II. STATEMENT OF COMMITMENT

☐ By checking this box CM/GC Contractor indicates that a firm has not yet been identified but commits to providing an updated plan and agreement for approval no later than 30 Calendar Days before the start of construction.

The purpose of this statement is to confirm a commitment between the Mentor and Protégé, that upon notice of selection from the Illinois Tollway for this contract, a formal Partnering for Growth Agreement for Illinois Tollway DBEs/VOSBs/SBIs will be prepared in accordance with the current guidelines of the Illinois Tollway’s

Partnering for Growth Program.

Should the Proposer, after contract negotiation, wish to modify the plan, the awarded CM/GC Contractor is requested to submit proposed changes in writing to the

Department of Diversity and Strategic Development.

Print Mentor Name: _________________________ Phone contact: _________________________

Position: ___________________________ E-mail address: _________________________

Mentor Signature: __________________________ Date: _________________________________

ILLINOIS STATE TOLL HIGHWAY AUTHORITY

Form 5 - Partnering for Growth (P4G) Plan

If Protégé is known as the time of signature, please sign below:

Print Protege Name: ______________________________ Phone contact: _________________________

Position: _______________________________________ E-mail address: _________________________

Protege Signature: _______________________________ Date: ________________________________

FORM 6

PARTNERING FOR GROWTH AGREEMENT FOR ILLINOIS TOLLWAY P4G CONSTRUCTION

PARTICIPANT FIRM

For CM/GC Contractor Construction Services

Prepared for: Illinois State Toll Highway Authority (Illinois Tollway)

DBE VOSB SBI

Mentor Firm Prime Consultant

Address

Subconsultant

Address

Name

Project Number

Protégé Firm

Project

This Partnering for Growth Agreement is designed to enhance and build capacity of the construction services

Protégé firm. A construction services protégé firm is defined below. By participating in specific project tasks and business-related activities, the Protégé firm will receive meaningful instruction and assistance from the Mentor firms.

For the purposes of this program, Illinois Tollway will accept the following certifications for Tollway Construction

Services P4G Participants:

• IL UCP DBE (Including IDOT, CTA, Metra, Pace and City of Chicago)

• City of Chicago (M/WBE)

• Cook County (M/WBE)

• Small Business Administration {SBA 8(a)} directory for SBA 8(a)s certified by the Small Business Administration}

• VOSB certified by the State of Illinois Commission on Equity and Inclusion, and SBI small businesses registered with the Illinois Tollway Small Business Initiative

The main goal of this agreement for the Protégé firm is to enhance and build capacity of construction services firms, build and improve working relationships with Illinois Tollway and other construction services firms and become a self-sufficient, competitive, and profitable business. It is the hope of Illinois Tollway that the Protégé firm will gain a thorough understanding of Illinois Tollway’s policies and procedures to manage and execute work. The Protégé firm will be expected to follow the P4G operational guidelines and utilize Illinois Tollway Diversity Management software.

I. PLAN CONTENTS

The procedures to identify and evaluate the goals and progress of the Partnering for Growth Agreement (hereinafter referred to as “Agreement”) are provided on the following pages.

A. AREAS OF ASSISTANCE

Please refer to the work items listed in the construction pay estimate.

The Protégé desires mentoring in the following areas (See Table 1 of the Sample document for potential areas of assistance):

Briefly explain why these areas were selected.

B. MENTORING AND HOURS

Areas of Assistance and Tasks:

ATTACH TABLE 2: WORKHOUR ESTIMATE

(Refer to SAMPLE for format)

ATTACH TABLE 3: AREAS OF ASSISTANCE—WORKHOUR SUMMARY

C. KEY DELIVERABLES

ATTACH TABLE C: KEY DELIVERABLES

D. BENCHMARKS

ATTACH TABLE D: BENCHMARKS

E. RESPONSIBILITIES

ATTACH TABLE E: RESPONSIBILITIES

F. EVALUATION

The Mentor and Protégé shall submit quarterly progress reports indicating the status of their progress toward each of the Agreement’s stated tasks and goals. The reports will indicate the steps taken during the quarter to further the Agreement. The quarterly reports are due to Illinois Tollway within 2 weeks of the end of each quarter.

The end of the quarter is the last Calendar Day of March, June, September, and December.

The Mentor and Protégé will each prepare a final report outlining the achievements, areas of experience gained towards prequalification areas, successes, failures, observations, and any future recommendations. Illinois

Tollway will evaluate the Mentor/Protégé collaboration using the following criteria:

i. Satisfactory progress toward the stated goals of the Agreement,

ii. Improved competency of the Protégé in the areas of assistance,

iii. Decreased reliance on the Mentor by the Protégé for technical knowledge, equipment, personnel, and

iv. Increased number of projects in relation to advertised projects with consultants, other than the

Mentor, and/or increased Statements of Interest submitted as a prime consultant.

The final report is due at the conclusion of the Mentor-Protégé relationship. (The final report trigger date should be based on the Agreement schedule of activities and duration.) The reports shall be submitted to Illinois

Tollway Project Manager and the Office of Diversity. The reports submitted by the Mentor shall list all tasks for which the Mentor has received (or applied for) Illinois Tollway Construction P4G Participant credit for using the Protégé as an Illinois Tollway Construction Services P4G Participant subconsultant.

G. DURATION

Specify in the Agreement the maximum time frame for which the Agreement will remain in effect.

II. KEY PERSONNEL

The following are the key personnel relative to the Agreement:

• Identify the Mentor’s key personnel, including the experience of the key personnel responsible for training and coordinating the assistance provided to the Protégé.

• The Mentor’s key personnel shall be involved in the initial assessment of the proposed activities the protégé will provide during the project.

• Key personnel are anticipated to remain involved throughout the project. This may be an evaluation criterion used to measure the success of the project.

• Key personnel shall be identified on the SOQ organization chart.

III. TERMINATION OF AGREEMENT

The Partnering for Growth relationship will be terminated by mutual consent or Illinois Tollway due to the following:

• The Protégé no longer meets the eligibility standard for certification as a Tollway

Construction P4G Participant.

• Either party has failed or is unable to meet its obligations under the Agreement.

• The Protégé is not progressing or is not likely to progress per the Plan.

• The Protégé has reached a satisfactory level of self-sufficiency to compete without utilizing the Partnering for Growth Program.

• The Plan or provisions contained in it are contrary to the requirements of federal, state, or local law or regulation.

• The relationship has continued for the life of the project.

• Additional Items as agreed by Mentor and Protégé.

IV. WRITTEN AGREEMENTS

List any agreements between the Mentor and the Protégé including the Sub-Consultant

Agreement.

V. REQUIREMENTS

and will comply with all conditions described above.

Signature for Mentor Firm Signature for Protégé Firm

ATTACHMENTS

Include the following items as attachments to the Agreement.

Table 2 Workhour Estimate

Table 3 Areas of Assistance – Workhour Summary

Table C Key Deliverables

Table D Benchmarks

Table E Responsibilities

• Copies of the Executed Written Agreements, as applicable

FORM 7

Price Proposal

Proposer Name: ________________________________

Element #I

Phase One Price

Enter Hourly Rate for each Key Personnel member below. Do not change the # of Hours.

Tollway 2.8 multiplier will be applied automatically. Do not change the multiplier.

Key Personnel # of Hours Hourly

Rate

Total $

(using multiplier: )

Project Manager

Construction Manager

Lead Estimator

Quality Manager

Safety Manager

Total Phase One Price Element: $___________________

Element #2

CM/GC CONSTRUCTION FIXED-MARKUP FEE

(based $ assumed construction cost)

CM/GC Construction Fixed Markup Fee: __________% Resulting $: __________

CM/GC Construction Fixed Markup Fee should be entered as a % - i.e. .10 is 10%, etc.

(shall be greater or equal to 8% and less than or equal to 15%)

Breakdown of Markup:

% of Markup Allocated Cost

FORM 8

Key Personnel Liquidated Damages

CM/GC CONTRACTOR has identified the following individuals as Key Personnel in its Statement of Qualifications and Technical Proposal.

KEY PERSONNEL

POSITION

NAME AMOUNT OF LIQUIDATED DAMAGES

Project Manager $10,000 per change of Key Personnel. $1,000 per Business Day of vacancy.

Construction Manager $5,000 per change of Key Personnel. $1,000 per Business Day of vacancy.

Lead Estimator $5,000 per change of Key Personnel. $1,000 per Business Day of vacancy.

Quality Manager $5,000 per change of Key Personnel. $1,000 per Business Day of vacancy.

Safety Manager $5,000 per change of Key Personnel. $1,000 per Business Day of vacancy.

Additional Key Personnel

(1)

$5,000 per change of Key Personnel. $1,000 per Business Day of vacancy.

Additional Key Personnel

(2)

$5,000 per change of Key Personnel. $1,000 per Business Day of vacancy.

CM/GC CONTRACTOR acknowledges and understands that in accordance with Article XXIII (Key Personnel) of the CM/GC Agreement, substitution of Key Personnel shall be upon Approval by the ILLINOIS TOLLWAY, and that ILLINOIS TOLLWAY may assess liquidated damages in the amounts listed above for reasons identified in Article XXIII.

Proposer Name: _______________________________________________________

Date: _______________________________________________________________

Signature: ____________________________________________________________

FORM 9

Proposer Has Met Checklist

Instructions: Please select an option and populate each cell in the “Indicate Has Met or Not Applicable” column. "Has Met” means that Proposer has included the document (if applicable) or met the requirement as part of its Proposal. Please provide the Proposal section(s) and page number(s) where each requirement/document/form can be found. If “Not Applicable” is selected, please provide the reasoning in the last column. Proposer shall include this Form 9 as part of its Administrative Proposal.

Type Name/Description ITP Section Indicate Has Met or Not Applicable

Proposal Section(s) and Page Number(s) or

Not Applicable reasons

Requirement Changes as outlined in Section 1.6

(Change in Proposer’s Organization) have been properly documented with the Illinois Tollway (if applicable).

Section 1.6 (Change in

Proposer’s

Organization)

Document DBE Performance Plan Section 1.8

(Disadvantaged

Business Enterprise

(DBE) Participation and

Utilization/Performance

Plan)

Document VOSB Performance Plan Section 1.10 (Veteran

Small Business (VOSB)

Participation and

Utilization/Performance

Plan)

Requirement The Proposal does not include any ineligible firms

Section 1.23 (Ineligible

Firms)

Choose an item.

Document Proposal Guaranty or Proposal Bond Section 3.13 (Proposal

Guaranty or Proposal

Bond)

Choose an item.

Requirement Proposer included their sole point of contact in their Executive Summary.

Section 3.3 (Proposer

Communications)

Choose an item.

Document

Technical Proposal, including:

• Executive Summary;

• Organizational Chart (one page)

• Narrative;

• Additional Forms, including:

o Form 5 (Partnering for Growth (P4G) Program Plan)*;

• Form 11 (Proposer Project Interim Completion Dates);

and

• Appendix (if applicable).

*Submit if Proposer chooses to participate in P4G Program.

Section 4.1 (Technical

Proposal Contents)

Document Administrative Proposal, including:

• Form 2 (Information on Party to the Contract);

• Form 3 (Addendum Receipt);

• Form 4 (Responsible Proposer Affidavit);

• Form 8 (Key Personnel Liquidated Damages);

• Form 9 (Proposer Has Met Checklist);

• Form 10 (State of Illinois CPO Standard Terms and Conditions)

Section 4.2

(Administrative

Requirement Price Proposal forms and items are correctly completed and entered into BidBuy, including Form 7 and the Proposal Guarantee or Proposal

Bond.

Section 4.3 (Price

Documents Required materials identified in

Section 1 (Introduction and

Summary) and Section 3

(Procurement Process).

Section 4.1.6

(Additional Forms)

Requirement Proposal must be submitted electronically through BidBuy by the

Proposal Due Date outlined in

Section 2 (Procurement Schedule).

Section 4.4 (Proposal

Due Date)

[Proposer name] attests that the information provided above related to documents and requirements is true and accurate to the best of [Proposer name] knowledge. Additionally, [Proposer name] certifies that it attended the Pre-Proposal workshop or viewed the presentation.

• Form 4 (Responsible Proposer Affidavit);

• Form 7 (Price Proposal)

Requirement Price Proposal items are correctly and completely entered into BidBuy.

Section 4.3 (Price

Documents Required materials identified in

Section 1 (Introduction and

Summary) and Section 3

(Procurement Process).

Section 4.1.6

(Additional Forms)

Requirement Proposal must be submitted electronically through BidBuy by the

Proposal Due Date outlined in

Section 2 (Procurement Schedule).

Section 4.4 (Proposal

Due Date)

Requirement Proposer blacked-out any price information in the Technical

Proposal.

Section 4.5 (Delivery

Format)

Requirement Proposer is responding to the correct RFP.

Section 4.6

(Administrative

Proposal, Technical

Proposal and Price

Proposal

Disqualification)

Name of Proposer Authorized Representative:

Date:

Signature:

State of Illinois Chief Procurement Office General Services Standard Terms and Conditions V.23.2

FORM 10

State of Illinois CPO Standard Terms and Conditions

State of Illinois

CHIEF PROCUREMENT OFFICE GENERAL SERVICES

STANDARD TERMS AND CONDITIONS

The current version of these standard terms and conditions are required to be inserted into all

Tollway contracts. If any contractual ambiguity exists between these standard terms and conditions and the remainder of the Tollway contract documents, these standard terms and conditions do not apply. Specific sections that could conflict include, but are not limited to:

11. Insurance

25. Warranties for Supplies and Services

28. Termination for Cause

29. Termination for Convenience

STATE OF ILLINOIS

STANDARD TERMS AND CONDITIONS

1. PAYMENT TERMS AND CONDITIONS:

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 on Vendor’s invoices shall have no force and effect.

1.2 Minority Contractor Initiative: Any Vendor awarded a contract under Section 20-10, 20-15, 20-25 or 20- 30 of the Illinois Procurement Code (30 ILCS 500) of $1,000 or more 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.

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.

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 Department of Labor and are available on the Department’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting the Illinois Department of Labor to ensure understanding of prevailing wage requirements at 217-782-6206 or (https://www2.illinois.gov/idol/Pages/default.aspx).

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 in the award notice.

1.6 Invoicing: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of the contract, and the amount billed and expenses incurred are as allowed in the 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.

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/University state tax exemption number and federal tax exemption information.

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

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

3. SUBCONTRACING: For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the 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 https://www2.illinois.gov/idol/Pages/default.aspx 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 subcontractor certifications as shown on the Standard 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 and the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract. 30 ILCS 500/20-120.

4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of the contract or subcontract and necessary to support amounts charged to the State pursuant the 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.

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 the contract is being resolved unless otherwise directed by the State.

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.

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 the contract without penalty if performance does not resume within thirty (30) days of the declaration.

8. CONFIDENTIAL INFORMATION: Each Party, including its agents and subcontractors, to this contract 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 the contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the contract or thereafter.

The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the contract, in whatever form it is maintained, promptly at the end of the 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 is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

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 confidentiality provisions of this contract.

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.

11. INSURANCE: Vendor shall, at all times during the term and any renewals maintain and provide a Certificate of Insurance naming the State as 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 occurrence form in 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 amount required by law. Vendor’s obligation to indemnify, defend, or settle any claims.

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

13. SOLICIATION 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.

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.

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 reassign immediately any such individual who, in the opinion of the State, does not pass the background check.

16. APPLICABLE LAW:

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.

16.2 EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 ILL. ADM. CODE 750.

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 505/1. 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.

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).

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 the contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State rights, title and interest in and to the claim or cause of action.

18. CONTRACTUAL AUTHORITY: The Agency that signs for the State of Illinois shall be the only State entity responsible for performance and payment under the contract. When the Chief Procurement Officer or authorized designee signs in addition to an Agency, they do 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 with the Vendor shall have any liability to Vendor for that order.

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.

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

21. MODIFICATION 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.

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 the contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue the 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.

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) (5 ILCS 140) notwithstanding any provision to the contrary that may be found in this contract.

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

25. WARRANTIES FOR SUPPLIES AND SERVICES:

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.

25.2 Vendor shall insure that all manufacturers’ warranties are transferred to the State and shall provide a copy of the warranty. 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.

25.3 Vendor warrants that all services will be performed to meet the requirements of the contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall reassign immediately any individual who is not performing in accordance with the contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

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 the contract.

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

217-524- 4772) for information about tax credits.

28. 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.

28.1 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.

28.2 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.

29. 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.

29.1 The Vendor shall be entitled to compensation upon submission of invoices and proof of claim for supplies and services provided in compliance with this contract up to and including the date of termination.

30. AVAILABILITYY 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 Department’s funding by reserving some or all of the Department’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Department 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.

____________________ agrees with the terms and conditions set forth in the State of Illinois Invitation for

Bid, including the standard terms and conditions, the Agency/University supplemental provisions, certifications, and disclosures, with the following exceptions:

Excluding certifications required by statute to be made by the Vendor, both Parties agree that all of the duties and obligations that the Vendor owes to the Agency/University for the work performed shall be pursuant to the solicitation and resulting contract, and Vendor’s exceptions accepted by the State thereto as set forth below.

STANDARD TERMS AND CONDITIONS

Section/

Subsection

State the exception such as “add,” “replace,” and/or “delete.”

ADDITIONAL TERMS AND CONDITIONS

New

Provision(s), # et. seq.

Section/Subsection New Number, Title of New Subsection: State the new additional term or condition.

________________ hereby agrees to the exceptions provided by ________________and to the Additional Terms and Conditions provided by

Agreed: Agreed:

By: By:

Signed: Signed:

Position: Position:

Date: Date:

FORM 11

Proposer Project Interim Completion Dates

Proposer Project Interim Completion Dates

Proposer Name: ________________________________

Add Interim Completion Dates for each of the Oasis buildings below:

Hinsdale Northbound Oasis Building

Hinsdale NB Interim Completion Date: ____________ (DD/MM/YYYY)

Hinsdale Southbound Oasis Building

Hinsdale SB Interim Completion Date: ____________ (DD/MM/YYYY)

O’Hare Northbound Oasis Building

O’Hare NB Interim Completion Date: ____________ (DD/MM/YYYY)

Proposer should enter the following in the space provided below:

• An overview of the key activities, schedule milestones, and critical risk items Proposer identified to meet their proposed Interim Completion Dates in this Form 11, limit one page.

• Recommended revisions in Attachment #1 (CM/GC Contractor Phase One Scope of Work) for Tollway consideration that, if implemented, could aid Proposer in accelerate the Interim Completion Dates provided on this Form 11, limit one page;

• Recommended revisions to the design plan package in Attachment #6 – Hinsdale and O’Hare Oasis 60% Design Plan Package for Tollway consideration that could aid Proposer in accelerating the Interim Completion Dates provided on this Form 11, including multiple Phase Two Amendments with descriptive reasoning, if any, limit two pages.

End of Form 11 shall