IFB Contract-Final~1.docx

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

Illinois Finance Authority Contract Northern Illinois Charging and Fueling Infrastructure Community Charging Program Bid 26-560IFA-IFA56-B-50776

The Parties to this contract are the Illinois Finance Authority (referred to as the “State” or “Agency”) 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.

This Agreement shall incorporate the following exhibits as if set forth herein at length. Conflicts between these documents shall be resolved in the following descending order of precedence.

A. This Agreement B. Exhibit A State of Illinois Attachments (Section 6) C. Exhibit B Federal & State Mandatory Terms and Conditions D. Exhibit C Supplemental Scope of Services, Deliverables and Milestones E. Exhibit D Template Site Host Agreement F. Exhibit D.1 List of Project Sites G. Exhibit E Invoicing and Payment Terms H. Exhibit F Intergovernmental Agreement Between Authority and Site Host

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois Finance Authority/Climate Bank invites qualified firms to submit bids to furnish all labor, materials, equipment, and services necessary for the installation, operation, and maintenance of Level 2 and DC Fast Charging (DCFC) community electric vehicle charging stations (“EVSE”) at designated public sites across Cook, Lake, Will, DuPage, and Kane Counties.

This procurement supports the State’s Community Charging Program under the U.S. Department of Transportation’s Charging and Fueling Infrastructure (CFI) Grant Program, while advancing Illinois’ goal of reaching one million electric vehicles on the road by 2030 and ensuring equitable access to charging infrastructure statewide.

The Agency has identified 35 locations (“Project Sites”) for publicly-accessible EV charging infrastructure through 14 local partners (“Site Hosts”). The list of Project Sites, along with key details such as the number of charging ports per site and location type for this Scope of Work, is provided in Exhibit D.1. The Vendor shall perform all work required under this Contract at each Project Site listed in Exhibit D.1. The Vendor may not decline, omit, or otherwise choose which sites to serve.

All numbers are current estimates and subject to revision. For the avoidance of doubt, the Project Sites may be revised by the IFA and any such revision that reduces the number of Project Sites will require a reduction in the overall compensation for services provided to the Vendor.

The focus of the charging infrastructure at the Project Sites includes a need-based and proportional reflection of Level 2 and DC Fast Charging EV Charging Infrastructure, with the following quantities: 69 Level 2 EV Charging stations, 14 DCFC stations. All numbers are current estimates and subject to revision.

The Community Charging Program is designed to add more public EV charging capacity project investment in dense urban communities (with a high percentage of multi-family housing) and in rural communities and small towns. It is not designed to serve users of designated alternative fuel corridors (AFCs).

The Vendor is not eligible to retain any charging revenue under this Agreement. All Level 2 and DCFC EVSE must be fully installed and operational within 18 months following the effective date of this Agreement. The supplies and services shall meet the specifications set forth herein.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.0 General Requirements

a) The Vendor shall provide all labor, materials, equipment, software, tools, transportation, and services necessary to plan, design, procure, install, commission, operate, maintain, and support publicly accessible EVSE at the Project Sites listed in Exhibit D.1. All work performed under the Agreement must comply with 23 C.F.R. Part 680, the National Electric Vehicle Infrastructure (“NEVI”) Standards and Requirements, applicable federal CFI Program requirements, and all other programmatic requirements in this Agreement and its Exhibits.

b) The Vendor shall ensure that all personnel and subcontractors comply with all applicable local, state, and federal laws and regulations, including electrical and construction codes, cybersecurity standards, accessibility requirements, and labor requirements. The work under this Contract is subject to federal prevailing wage requirements and the Illinois Prevailing Wage Act.

c) The specifications in this Section establish the minimum requirements for this Contract and are intended to ensure timely, compliant, and high-quality delivery of all services at the designated Project Sites. Failure by the Vendor to meet these specifications may result in cancellation of the Contract. The Vendor is responsible for furnishing and installing all required charging hardware, managing network operations, and providing ongoing maintenance and support throughout the five-year project period.

d) The Vendor shall perform all work under this Agreement consistent with the additional scope of work details in Exhibit C and the federal requirements outlined in Exhibit B.

e) Prior to the date of Contract execution, the Vendor shall be able to provide all services and staff and otherwise meet the requirements listed herein.

f) The Vendor shall perform all services to the sole satisfaction of the Agency. The Agency makes no guarantee as to a minimum or maximum number of services required under this Contract.

g) For each Project Site, the Vendor will be required to enter into an agreement with the respective Site Host, with such agreement substantially in the form of Exhibit D. Any modifications to the template Site Host agreement must be approved by the Agency.

h) For all chargers that are installed under this Agreement, the Vendor shall ensure compliance with the charging station uptime requirements (see 23 C.F.R. 680.116) and the 5-year operation and maintenance requirements necessary to ensure the chargers are adhering to NEVI Standards and Requirements.

1.2.1 Preliminary Site Analysis

a) Vendor must conduct comprehensive site assessments for all proposed Project Sites. Site assessments shall include coordination with site hosts, utilities, and other relevant stakeholders.

b) Experience and Personnel: Site assessments must be performed by qualified personnel with the appropriate state and federal certifications, whether in-house staff, subcontractors, or partner firms with demonstrated experience in EVSE installations. These qualifications are further detailed in Section 1.4 this Agreement, which together set forth the minimum mandatory requirements applicable to the Vendor and its personnel (or those of any of its subcontractors).

c) Assessment Scope: Each assessment must evaluate and document:

i) User safety and security, including accessibility, visibility, and lighting

ii) ADA compliance

iii) EVSE safety and protection measures, such as bollards or rails, and planning for seasonal access (e.g., snow removal, flood risk)

iv) Parking configuration and clear signage designating EV-only and ADA-accessible spaces

v) Environmental impact and site suitability

vi) Electrical load capacity and suitability for the proposed charging level.

vii) Networked system considerations

viii) Ownership and pricing structure in compliance with Illinois utility regulations and applicable incentives

ix) Cost-effectiveness of charging configurations in relation to potential grid upgrades

x) Signage to ensure visibility, clarity, and compliance with state and federal standards

1.2.2 Installation

a) Vendor shall obtain all required local, state, and federal permits for installation and operation.

b) Vendor shall ensure all personnel involved in installation, maintenance, and operation meet NEVI Standard 680.106(j) requirements:

i) Electricians must be Electric Vehicle Infrastructure Training Program (EVITP)-certified or have completed a registered apprenticeship program for electricians with charger-specific training.

ii) For projects requiring multiple electricians, at least one must meet the above requirements, and another must be enrolled in an electrical apprenticeship program.

iii) Non-electrical onsite workers must have appropriate licenses, certifications, and training per state requirements.

c) Vendor shall ensure all personnel involved in installation, maintenance, and operation have a Certification from the Illinois Commerce Commission EV Charging Station Installer Program.

d) Vendor shall ensure all installation work, including site preparation, equipment setup, signage, electrical interconnections, and billing systems, complies with:

i) Manufacturer specifications

ii) Project design and bid specifications

iii) Local, state, and federal zoning and code requirements

iv) Functionality and performance standards

e) Vendor shall coordinate installation activities with the site host, networking provider, electric utility, and subcontractors as needed.

f) Following installation at each Project Site, Vendor shall work directly with the site host to identify, apply for, and secure ComEd Beneficial Electrification incentives during installation and after project completion, ensuring all eligible rebates are pursued and properly documented.

g) All Level 2 and DCFC EVSE must be fully installed and operational within 18 months following the effective date of this Agreement.

h) The Vendor and its subcontractors shall not retain any charging revenue under this Agreement or the Site Host agreement unless otherwise authorized in writing by the Agency.

1.2.3 Equipment (Hardware)

All equipment must:

a) Be new and unused (not refurbished or remanufactured).

b) Be Build America, Buy America compliant.

c) Meet minimum specifications, including:

i) DCFC Stations: At least four CCS-compatible charging ports per site. The total DCFC charging station power capacity shall be no less than 600 kilowatts

ii) Level 2 Stations: At least four J1772-compatible charging ports per site.

iii) Voltage & Power:

1) DCFC: Support 250V–920V DC output.

2) Level 2: Continuous power delivery rating of at least 6 kW per port, and capable of providing at least 6 kW per port simultaneously across all AC Level 2 ports. Level 2 chargers may conduct power sharing and/or participate in smart charge management programs so long as each charging port continues to meet an EV's demand for power up to 6 kW.

d) Include factory-calibrated cables, connectors, and accessories.

e) Use the most current software version at installation.

f) Feature safety mechanisms (e.g., automatic power shutoff, overcurrent protection).

g) Be UL-certified or approved by an OSHA Nationally Recognized Testing Laboratory.

h) Be weather-resistant and protected against extreme conditions.

i) Have barriers to prevent damage from snow removal equipment.

j) Include tamper-proof design and vandalism deterrents.

k) Feature a cord management system to prevent hazards and comply with NEC Article 625.

l) Be compliant with all NEC and FCC safety regulations.

1.2.4 EVSE Software & Network Specifications

a) EV-to-charger communication

i) Chargers must conform to ISO 15118-3 and must have hardware capable of implementing both ISO 15118-2 & ISO 118-20. Charger software must conform to ISO 15118-2 and be capable of Plug and Charge.

b) Charger-to-network communication

i) Must use OCPP 2.0.1 or higher.

c) Network-to-network communication

i) Must comply with OCPI 2.2.1 to enable seamless user access.

d) Network switching capability

i) Chargers must allow secure switching between providers without hardware changes.

e) Network security & connectivity

i) Chargers must use secure communication methods and support remote monitoring, diagnostics, and smart charge management.

ii) Data reporting must include real-time charger status, pricing, uptime, and power/energy dispensed.

f) Network disruption handling

i) Chargers must function during temporary network outages, providing minimum required power.

1.2.5 Data Capture & Reporting

a) Each charger must provide real-time data on:

i) Charging session start/stop times.

ii) Total kWh dispensed and maximum kW demand.

iii) User fees per session.

iv) Charger status & health.

v) Malfunctions/errors.

vi) Full site-level energy demand.

vii) If applicable, battery energy storage system (BESS) state-of-charge.

viii) EV-ChART reporting, including site registration, per the schedule put forth in 1.3 Milestones and Deliverables.

1.2.6 Payment & Pricing Requirements

a) Chargers must accept contactless credit/debit cards and a toll-free or SMS-based payment option.

b) No membership required for use.

c) No power curtailment based on payment method.

d) Prices must be displayed in real time on the charger and via the network.

e) Fees (including additional parking/entry charges) must be clearly disclosed. Rates may increase over five years only by CPI-based adjustments.

f) All charging revenue goes to the Shite Host and not the vendor.

1.2.7 Customer Data Privacy

a) Limit personal data collection to what is necessary for charging services.

b) Adhere to PCI DSS standards for payment security.

c) Safeguard consumer data with appropriate security measures.

1.2.8 Signage & Accessibility

a) On-site signage must clearly indicate charging station location and reserved EV parking.

b) Signage must comply with MUTCD and 23 C.F.R. 750 regulations.

c) Stations must be ADA-accessible, with at least one complaint charging space per site.

d) Chargers must include safety instructions for users.

1.2.9 Operation & Maintenance

a) Vendor must ensure ensure its charging station operators and subcontractors adhere to the following maintenance and operation standards for each charging station for a period of at least five years from the date each charging station becomes operational:

i) Ensure ongoing upkeep of chargers, cables, signage, and site elements.

ii) Maintain minimum 97% uptime per charger, calculated per NEVI Standard 680.116(b) (see Section 4 of Exhibit C for additional specifications).

iii) Any outage lasting more than 4 hours must be reported via:

1) Website & app updates for driver awareness.

2) Call and email notification to Site Host and IFA within one business day, with cause and resolution timeline.

iv) Provide a snow removal plan for uninterrupted access.

v) Ensure charging data (23 C.F.R. 680.116(c)) is freely available via API.

vi) List all chargers on PlugShare and AFDC’s station locator.

1.2.10 Warranty

a) Warranty and service agreement must remain in effect for five (5) years from the date of commissioning.

b) Vendor must cover all parts, labor, and technician travel for defects in materials or workmanship under normal use.

c) Services must include onsite quarterly preventive maintenance, continuous remote monitoring and diagnostics, automatic software updates, and on-site repair or replacement.

1.2.11 Rapid Response & Hardware Availability

a) Vendor must maintain access to additional hardware assets within four hours of each site to quickly replace faulty components.

b) Any broken EVSE component must be repaired or replaced within 24 hours of issue reporting.

1.2.12 Customer Support

a) Vendor must provide 24/7 toll-free customer support, with the number clearly visible on chargers.

b) Vendors must offer multilingual, ADA-compliant support options.

c) Vendors must resolve customer issues remotely when possible.

d) Vendor must maintain support services throughout the contract period and beyond, if extended.

1.3. MILESTONES AND DELIVERABLES:

The table below identifies the tasks, schedule, and deliverables required of Vendor for each EVSE site identified in Exhibit D.1 upon execution of the Agreement.

Pre-Construction

· Certification from the Electric Vehicle Infrastructure Training Program (EVITP).

· Graduation or a continuing education certificate from a registered apprenticeship program for electricians that includes charger-specific training and is developed as part of a national guideline standard approved by the Department of Labor in consultation with the Department of Transportation.

All electricians who install, operate, or maintain the EVSE must have a certification from the Illinois Commerce Commission EV Charging Station Installer Program.

Design and Construction Period

Physical security strategies may include topics such as lighting; siting and station design to ensure visibility from onlookers; driver and vehicle safety; video surveillance; emergency call boxes; fire prevention; charger locks; and strategies to prevent tampering and illegal surveillance of payment devices.

Cybersecurity strategies may include the following topics: user identity and access management; cryptographic agility and support of multiple PKIs; monitoring and detection; incident prevention and handling; configuration, vulnerability, and software update management; third-party cybersecurity testing and certification; and continuity of operation when communication between the charger and charging network is disrupted.

Physical and cybersecurity strategies must be consistent with 23 C.F.R. Part 680 requirements.

1. Physical security strategy

2. Cybersecurity strategy

Prior to initiating construction

Prior to initiating construction

· Verify that application programming interface (API) works.

· Verify charge sessions can be canceled by the EV user via the charger screen interface.

· Verify that all payment functions are operational (app, RFID, credit, debit, etc.).

· Verify charge sessions are ended when the EV reaches the maximum charging capacity.

· Verify remote charger monitor functions work (via OCPP and OCPI).

· Verify each charger can charge the same vehicle twice consecutively.

· Verify each charger can charge two different vehicles consecutively.

· For DCFC, verify that all ports can output 150 kW simultaneously for a minimum of 15 minutes without tripping any breakers or switchgear.

· Verify each charger remains operational and charging when the communication network is disabled during a charging session.

· Verify each charger can successfully begin and complete a new charging session while the communications network is disabled.

· Verify each charger remains operational and charging when the communication network is enabled/restored during a charging session.

· Copies of approved permits and permit drawings

· Site plans/construction drawings, and site photos

· Equipment certifications, including Build America Buy America

· EVITP certifications for all electricians involved in the EVSE installation, operation, and maintenance.

· Written notification from the Utility confirming that interconnection work is complete, and the meter is set, if applicable.

· Connectivity Report from network operator confirming that the EVSE is installed and properly communicating with network operator. This can be a simple document from the network operator confirming that there is a connection between the Project and the network operator.

· Any additional documentation required by IFAfor verification

1.13

Monthly Invoices and Performance Reports Until all stations are operational, the Vendor shall submit all invoices monthly for costs incurred during the previous month, adhering to all requirements and processes stated in Contract. Vendor shall also submit monthly performance reports summarizing all Pre-Construction, and Design and Construction Period milestones achieved during that month. All costs must be clearly broken out by site.

1. Monthly Construction Invoice submitted via email. All costs must be clearly broken out by site.

2. All costs must be categorized as 1) equipment 2) architecture and engineering or 3) construction.

3. Supporting documentation uploaded to shared Google Drive or other project management tool.

4. Monthly performance report submitted through Project Management tool broken out by site.

Invoices and all supporting documentation due by the 15th calendar day of each month for services rendered in the previous calendar month.

Within 30 days of EVSE installation

Operating Period

Each O&M invoice must include:

1. The list of applicable sites and EVSE units

2. A summary of services provided under the O&M agreement Due at the time of the final invoice following the successful installation and commissioning of the EVSE at each site.

By January 31 of the current year for stations that became operational in the preceding year.

1.4. VENDOR/STAFF SPECIFICATIONS:

The Vendor must demonstrate sufficient organizational capacity, personnel qualifications, technical expertise, and installation experience to perform all work required under this Contract. The Vendor and its staff must meet all requirements listed below at the time of bid submission and throughout the term of the Contract. The Agency may request additional information or clarification at any time to verify compliance with these requirements. Failure by Vendor to satisfy all mandatory requirements contained in this IFB shall render the Bid nonresponsive.

1.4.1 General Qualifications and Experience

The Vendor must have substantial and verifiable experience delivering public electric vehicle charging infrastructure. The Agency reserves the right to request documentation demonstrating the Vendor’s qualifications and experience at any time during the IFB process.

At a minimum, the Vendor must meet the following requirements prior to bid submission:

a) The Vendor must have at least three (3) years of experience in the site design, installation, testing, and repair and maintenance of Level 2 and Direct Current Fast Charging (DCFC) electric vehicle charging stations. The Vendor must maintain all licenses and certificates required to perform these services.

b) The Vendor must have completed a project or projects totaling at least three megawatts (3 MW) of rated capacity or more of Level 2 and/or DC Fast Charging installations.

c) The Vendor must have experience completing at least two (2) projects involving Level 2 and/or DC Fast Charging equipment within one or more of the following Illinois counties: Cook, Kane, Will, or DuPage.

d) The Vendor must have experience completing projects funded in whole or in part by Federal or State grant programs, including but not limited to programs administered by FHWA, IDOT, IEPA, or utility incentive programs. This experience does not need to be limited to EVSE-specific installations.

e) The Vendor must provide at least two (2) references from clients for whom it has performed similar EVSE installation work, including projects completed for local governments. At least one reference must be from a governmental entity.

f) The Vendor shall provide a dedicated Project Manager who will work closely with the Agency’s project manager and oversee all contract activities. Responsibilities include project planning, schedule management, coordination of subcontractors, and status reporting. The Project Manager must have at least two (2) years of experience overseeing EVSE projects across multiple sites.

1.4.2 Certifications

The Vendor must ensure that installation personnel meet the following certification requirements:

a) All electricians installing, operating, or maintaining EVSE must be Electric Vehicle Infrastructure Training Program (EVITP)–certified or must have completed a registered apprenticeship program that includes EVSE-specific training.

b) The Vendor must hold a valid Illinois Commerce Commission (ICC) Electric Vehicle Charging Station Installer certification.

c) For projects requiring more than one electrician, at least one electrician must meet the EVITP or apprenticeship requirement, and at least one additional electrician must be enrolled in a registered electrical apprenticeship program.

1.4.3 Labor and Workforce

a) The Vendor must pay all employees performing work/services on this contract at least the prevailing wage rates required by law for the locality in which the work/services is performed, and certify that all employees performing work on this contract are paid at least the prevailing wage rates required by law. (30 ILCS 500/25-60).

b) Must agree to use LCPtracker for Davis-Bacon reporting (access to be provided by Agency).

1.4.4 Equipment and Hardware Capability

a) The Vendor shall affirm its ability to procure and install BABA compliant EVSE hardware and software from multiple manufacturers and shall not rely exclusively on a single manufacturer or platform.

b) The Vendor must be capable of sourcing and installing equipment that meets all applicable federal, NEVI, State of Illinois, and utility requirements.

1.5. TRANSPORTATION AND DELIVERY:

N/A

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be utilized? ☐ Yes ☐ No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

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

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page.

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

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

1.7. 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: Click here to enter text 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

The full list of sites providing the location where the services will be performed can be found in Exhibit D.1 List of Project Sites.

2. PRICING

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

2.2. 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. As part of the bid submission, the Vendor must provide a breakdown of its total proposed price across the following three categories: (1) Equipment, (2) Architectural and Engineering, and (3) Construction. A site-specific cost breakdown is not required. Comment by Shourd, Jennifer: This is not added to required attachments on the Vendor Instructions document Comment by Chelsea Kammerer: Fixed.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $Click here to enter text without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending seven (5) years following the date of execution. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

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

3.4. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

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

Send invoices to:

Suite S-1000

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

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning this contract is being resolved unless otherwise directed by the State.

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction.