IFB Contract Final 1.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

IFB

National Airspace Data Interchange (NADIN) - Automated Weather Observation System (AWOS) Maintenance

B-49558 The Parties to this contract are the State of Illinois acting through the undersigned Department (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 Department’s objective is to provide maintenance for the non-Fed Automated Weather Observation System (AWOS) sites throughout the State to comply with maintenance requirements of the Federal Aviation Administration (FAA) and to ensure proper communication to the National Airspace Data Interchange Network (NADIN). An Automated Weather Observation System (AWOS) provides continuous and current real time weather reports by gathering and disseminating information from strategically located sensors, 24 hours a day. Weather reports are generated every 20 minutes and made available to the aviation community, government agencies such as the National Weather Service (NWS), and the public through telephone access, aviation radio broadcasts, and NADIN. The information provided by AWOS is essential for flight planning, aviation safety, weather forecasting, and various weather-dependent services offered by government agencies and other entities.

AWOS sites located throughout the State collect and transmit weather data to the NADIN. The NADIN system processes this data in the format, code, and security level required by the Federal Aviation Administration (FAA) and forwards it to the National Weather Service (NWS), Flight Service Stations, and other authorized weather reporting agencies. This ensures that pilots and flight dispatchers receive accurate and timely v.25.4 weather information to support safe flight planning and operations at airports across the State.

This IFB has 0% Business Enterprise Program (BEP) and a 0% Veteran Small Business (VSB) participation goals.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

Maintenance of the AWOS, remote maintenance monitoring of the thirty-eight (38) and can increase up to forty-one (41) within the term of the contract, non-Fed AWOS III P/T systems and site repairs/maintenance as required, and must ensure the timely transmission of data (see full list of airport locations at https://idot.illinois.gov/transportation-system/local-transportation-partners/airport-sponsors/quick-links/automated-system-observation-facilities/awos.html. This includes all equipment at the AWOS site (above ground) and the communication interface box and display computer at the terminal. Vendor is required to comply with the following:

1.2.1. Vendor shall be responsible for performing maintenance activity and repair as required, to maintain the current level of automated weather technology.

1.2.2. The Department may provide vendor with an inventory of spare parts. To the extent such parts are provided, vendor shall keep accurate inventory records and shall provide detailed inventory reports to the Department annually by the end of each contract year and upon request.

1.2.3 Vendor shall monitor all AWOS/NADIN parameters to verify that they are reported accurately and in a timely manner. The Vendor shall also confirm that each transmitter used to broadcast AWOS information has a valid Federal Communications Commission (FCC) license and ensure that all broadcasts are properly displayed in compliance with FCC rules and regulations.

1.2.4. Vendor informs the Bureau Chief of Administrative Services, Division of Aeronautics to what extent current equipment has become obsolete or could no longer be repaired, for consideration of the need for possible upgrades under separate contract.

1.2.5. Ensure NADIN system collects the weather information; in the proper format, and level of security required by FAA, ensures required logs and reports are completed and maintained in strict compliance with the applicable rules and regulations established by the FAA and the FCC.

https://idot.illinois.gov/transportation-system/local-transportation-partners/airport-sponsors/quick-links/automated-system-observation-facilities/awos.html https://idot.illinois.gov/transportation-system/local-transportation-partners/airport-sponsors/quick-links/automated-system-observation-facilities/awos.html v.25.4

1.2.6. Upkeep and maintenance shall include all labor, travel expenses, parts, materials, assemblies, cables, and any other miscellaneous items necessary to restore the AWOS system to satisfactory and normal operation following any failure or out-of-tolerance condition identified during routine maintenance, monitoring, or reports from the Airport Sponsor, the Department, the National Weather Service, the AWOS (NADIN) provider, or other relevant entities. Replacement parts shall first be sourced from the Department’s spare parts inventory. If unavailable, new or replacement parts shall be ordered from the certified manufacturer, and the associated costs shall be invoiced to the Department.

1.2.7. Repairs shall be performed promptly and in accordance with contract specifications. Upon discovery or notification of a system failure, the Vendor shall respond within twenty-four (24) hours and provide the Airport Manager (or designated personnel) with an estimated date and time of arrival. Restoration of service for failed or malfunctioning equipment shall be completed within seventy-two (72) hours of the initial report. This timeframe may be extended, with notification to, the Bureau Chief Administrative Services, Division of Aeronautics, if the equipment cannot be repaired on site or if replacement parts or equipment must be ordered. Under no circumstances shall repairs or service restoration be deferred until the next scheduled quarterly, annual, or other maintenance visit, unless expressly approved by the Chief Airport Engineer. The Airport Sponsor and the Department shall be provided with weekly updates on the status of repairs requiring multiple site visits or pending parts, equipment, or material orders.

1.2.8. Ensure NADIN system forwards the collected information to the National Weather Service (NWS), Flight Services Stations, and other weather reporting agencies.

1.3. MILESTONES AND DELIVERABLES:

The supplies and/or services required by this Contract are specified below. Vendor must provide the specified supplies and/or services and adhere to all stated performance requirements and schedules. Failure by the Vendor to comply maintaining and supplying the NADIN up-linking can result in cancellation of the Contract.

This contract must ensure the timely transmission of data to pilots and dispatchers in order to allow a safe operation of aircraft and to coordinate flights to airports throughout the State. The Vendor’s services shall consist in, but not limited to:

1.3.1. Maintaining on-site communication equipment.

1.3.2. Monitor all AWOS/NADIN parameters verifying that they are reported in a timely manner and accurately. If a problem exists, the service organization is notified and dispatches repair personnel.

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1.3.3. Ensure NADIN system collects the weather information; in the proper format, and level of security required by the (FAA).

1.3.4. Ensure that the NADIN system transmits the collected information to the NWS, Flight Service Stations (FSS), and other designated weather reporting agencies.

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

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Remote monitoring shall be performed to ensure each NADIN system/link and AWOS system is performing to the manufacturer's specifications and in compliance with the applicable Federal Aviation Administration (FAA) standards and regulations. Written reports are to be submitted to Department upon request;

1.4.2. The existing method/mode (including back-up dialing), reliability (minimum 98%), and format of NADIN linking shall be maintained. If an alternative method is proposed, it must meet FAA requirements/standards and must be approved by before implementation. Quality control of the input data shall be provided by the Vendor. The linking shall retain back-up capability of direct dial up connection to the AWOS over the existing phone line/modem. Telephone charges (if any) including any installation charges, for the transmission/linking of the weather observations shall be borne by the Vendor.

1.4.3. The Vendor shall provide ongoing upkeep, maintenance, and monitoring of the existing (NADIN) link and all associated equipment (including receivers, processors, and cellular communication devices).

Upkeep and maintenance services shall include all necessary labor, travel, parts, materials, assemblies, cables, and other miscellaneous items required to restore the NADIN system or link to normal operating condition. This includes corrective actions in response to failures, malfunctions, or out-of-tolerance conditions identified through routine maintenance, continuous monitoring, or reports received from the Airport Sponsor, the Department, the National Weather Service, the AWOS maintenance provider, or other authorized entities.

All maintenance work shall be performed by technicians who are both FAA-approved and FCC-licensed.

1.4.4. Documentation shall be in compliance with all applicable FAA orders and advisory circulars and all applicable FCC requirements. All FAA and FCC required logs/reports v.25.4 shall be filled out (by appropriate Vendor staff) completely and in strict compliance with FAA/FCC rules and regulations.

1.4.6. In the event use of telephone lines or cables becomes necessary (e.g. back-up) the Vendor's maintenance responsibility does not include such telephone lines or cables.

If an issue occurs with telephone company equipment, lines, or cables affecting the NADIN system or link, the Vendor shall promptly notify and coordinate with the appropriate telephone service provider. The Vendor shall assist and support the telephone company as needed to ensure the timely restoration of the NADIN system or link to full operational status.

1.4.7. Repairs must be performed in a timely manner in compliance with contract specifications. Furthermore, upon discovery or report of failures, the Vendor shall respond within twenty-four (24) hours and provide the airport manager (or applicable personnel) with an estimated date/time of arrival. Restoration of service due to failed equipment or malfunction shall be accomplished within seventy-two (72) hours of the report of malfunction or failure. This timeframe can be extended (by informing the Department) if the equipment is not repairable on site and/or new parts/equipment are required to be ordered. Under no circumstances, are repairs of discovered/reported failures and restoration of service to be delayed until the next scheduled quarterly, annual, etc. visit(s) unless approved by the Chief Airport Engineer. The airport sponsor and the Department are to be updated on a weekly basis regarding the status of repairs requiring multiple site visits, parts, equipment, or material orders.

1.4.8. Failure to respond to a reported AWOS failure within twenty-four (24) could result in cancellation of the contract.

1.4.9. Failure to restore an AWOS system to service within seventy-two (72) hours of a reported service interruption/failure could result in cancellation of the contract.

1.4.10. Complete cooperation with any Vendor, or Vendors, contracts for AWOS (maintenance) is expected and required. Upon discovery of an AWOS (NADIN) system's failure or malfunction, the Vendor shall immediately notify the AWOS (maintenance) provider of the reported problem. Any disputes concerning AWOS (maintenance) responsibilities shall be reviewed and resolved by the Chief Airport Engineer.

1.4.11. In order to avoid the contract being canceled it will be essential that any disputes must be addressed within seven (7) days or mutually agreed upon time frame.

1.4.12. A formal, written request/proposal for any new/additional equipment/material needed and/or related labor required, that is not covered under by this contract or the Airport Sponsor's insurance must be submitted to the Department for approval prior to installation or ordering of equipment/material and/or related labor.

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1.5. TRANSPORTATION AND DELIVERY: N/A

1.6. SUBCONTRACTING: Subcontractors are not allowed.

1.7. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise

disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

• Location where services will be performed: Please see website for full list of airport locations at:

https://idot.illinois.gov/transportation-system/local-transportation-partners/airport-sponsors/quick-links/automated-system-observation-facilities/awos.html

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

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

Value of services performed at this location: Click here to enter text https://idot.illinois.gov/transportation-system/local-transportation-partners/airport-sponsors/quick-links/automated-system-observation-facilities/awos.html https://idot.illinois.gov/transportation-system/local-transportation-partners/airport-sponsors/quick-links/automated-system-observation-facilities/awos.html https://idot.illinois.gov/transportation-system/local-transportation-partners/airport-sponsors/quick-links/automated-system-observation-facilities/awos.html v.25.4

PRICING

1.8. 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.

1.9. 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. The total price of this contract is estimated

The IFB solicitation estimate of 41 represents the maximum number of locations that may be serviced during the contract term. Actual billing must be based on the actual number of locations serviced during each billing period. For billing purposes, the annual fee will be divided into 12 equal monthly payments per location.

1.10. 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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2. TERM AND TERMINATION

2.1. TERM:

2.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing December 29, 2025, or Upon Execution, whichever is later, and ending December 28, 2030. 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.

2.1.2. RENEWAL: No Renewal Option

2.2. 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.

2.3. 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.

2.4. 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 v.25.4 required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

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3. STANDARD BUSINESS TERMS AND CONDITIONS

3.1. PAYMENT TERMS AND CONDITIONS:

3.1.1. 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.

3.1.2. 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.

3.1.3. 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.

3.1.4. 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.

3.1.5. 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.

3.1.6. 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.

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3.1.6.1. 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 Department’s Illinois tax exemption number and Federal tax exemption information.

3.1.6.2. 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:

Department: Illinois Department of Transportation

Attn:

Joe Segobiano Division of Aeronautics

Address:

1 Langhorne Bond Drive

City, State Zip

Springfield, IL 62707

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

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

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

Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

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3.4. 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.

3.5. 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.

3.6. 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.

3.7. 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.

3.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, v.25.4 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.

3.9. 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.

3.10. 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.

3.11. 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 v.25.4

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.

3.12. 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.

3.13. 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.

3.14. 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.

3.15. 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.

3.16. APPLICABLE LAW:

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

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

3.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

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3.16.4. 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).

3.17. 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.

3.18. 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.

3.19. 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.

3.20. 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.

3.21. 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.

3.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for http://www.ilga.gov/legislation/ilcs/ilcs.asp v.25.4 a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

3.23. 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.

3.24. 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.

3.25. WARRANTIES FOR SUPPLIES AND SERVICES:

3.25.1. 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.

3.25.2. 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.

3.25.3. 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.

3.26. 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.

3.27. 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 v.25.4

Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

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4. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

STATE OR FEDERAL AID SUPPLEMENTAL PROVISION

5.1.1 AGENTS AND EMPLOYEES:

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

5.1.2 PUBLICITY:

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

5.1.3 CONSULTATION:

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

5.1.4 ACCOUNTING:

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

http://www.ecfr.gov/cgi-bin/text-idx?SID=cbb7305b43e022815d30aeaf7b642744&node=pt48.1.31&rgn=div5

5.1.5 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.

5.1.6 SUCCESSORS IN INTEREST:

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

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

5.1.7 VENDOR’S TERMINIATION DUTIES:

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

5.1.7.1 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 therefrom, any other matters the Agency/Buyer may require;

5.1.7.2 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;

5.1.7.3 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;

5.1.7.4 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; and

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

5.1.8 OVERTIME:

Any overtime costs shall be incurred by the vendor.

5.1.9 USE OF WORK PRODUCT:

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

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

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

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

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

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

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

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

5.1.10 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.

5.1.11 EMPLOYMENT SECURITY:

Section 20 ILCS 1005/1005-47 of the Civil Administrative Code of Illinois states that the Department of Employment Security maintains the IllinoisJobLink.com web site which allows job seekers to search online for employment opportunities that match the skills of the person seeking employment. Any entity that is a party to a contract with an executive branch State agency is required to post employment vacancies on the IllinoisJobLink.com web site or provide an online link to its employment vacancies so that it is accessible through the IllinoisJobLink.com web site. Bidders that are a party to a contract with a bona fide labor organization are exempt from this requirement.

The bidder assures that, for the duration of this contract it will post its employment vacancies in Illinois and border states on the Department of Employment Security’s IllinoisJobLink.com website; or will provide an online link to these employment vacancies so that this link is accessible through the IllinoisJobLink.com website; or is exempt from 20 ILCS 1005/1005-47 because bidder is a party to a contract with a bona fide labor organization.

5.1.12 AMENDMENTS:

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

5.1.13 PURCHASE OF EQUIPMENT AND MAINTENANCE ASSURANCE:

Vendor shall not purchase equipment with funds received under this Contract without having obtained the Agency/Buyer's prior approval. For purposes of this Article, “equipment” shall include any product, tangible and non-tangible, used solely in Vendor’s performance under this Contract and having a useful life of two years or more and an acquisition cost of at least $100. Vendor acknowledges that v.25.4 the Agency/Buyer is under no obligation to give consent and that the Agency/Buyer may, if it gives consent, subject that consent to such additional terms and conditions as the Agency/Buyer may require. Vendor acknowledges that any equipment purchased under this provision is and shall remain the property of the Agency/Buyer.

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

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

5.1.14 USE OF THIRD PARTIES:

The Agency/Buyer acknowledges that the Vendor may contract with third parties for the performance of any of the Vendor’s obligations under this Contract.

However, all subcontracts shall be subject to prior approval by the…