IFB Fiber Construction North IT Contract Final v.10.3.2025~1.docx

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

Illinois Department of Innovation and Technology Contract Fiber Construction Services - North Region

26-448DOIT-TELEC-B-48349

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

1.1.1. The Illinois Department of Innovation and Technology (“DoIT”) seeks to identify a Vendor who can provide professional IT Fiber Construction for the North Region of Illinois as defined in Attachment A Additional Instructions containing the State of Illinois map. The Vendor will be responsible for planning, designing, and implementing fiber optic infrastructure projects to support the IT requirements of the Agency. The Vendor must have the necessary certifications and qualifications to successfully complete the project.

1.1.1.1. State of Illinois – North Region

The State of Illinois North Region consists of the following counties:

Jo Daviess, Stephenson, Winnebago, Ogle, Carroll, Whiteside, Lee, Lasalle, Bureau, Henry, Rock Island, Mercer, Henderson, Warren, Knox, Stark, Marshall, Putnam

State of Illinois – Regional Map North

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

Vendor will be required to provide fiber optic build(s) that will involve new installation and may include combinations of direct buried cable installations, aerial cable installations, underground pathway and duct placement, cable placement in underground pathways and building entrance/inside plant work. Services will be required in North Region of the State. Vendors will work directly with the DoIT Architectural and Engineering (A/E) firms, DoIT, and subcontractors to complete required builds and inter-connections. The scope of each installation service will be determined by DoIT and DoIT A/E and will consist of an installation package for each project. Based on the design criteria, the packages presented by DoIT, or the DoIT A/E will require vendors to provide all aspects of the fiber installation resulting in delivery of a turnkey dark fiber infrastructure that has been tested and ready for installation of customer electronics. Vendor shall not be responsible for providing the electronics that will light the fiber network. These will be installed by DoIT after the installation vendor has fulfilled its obligations and the fiber and/or installation work has been accepted.

The following process will be utilized when DoIT communicates with vendor on individual projects as defined by the Installation Package:

1.2.1. DoIT receives Installation Package from the A/E firm with the detailed specifications for a particular span.

1.2.2. Upon issuance, the Fiber Installation Package will be provided to the vendor for review and response. The vendor shall have two (2) weeks from the date of receipt to either accept or formally refuse the project. During this time, the vendor must also provide project pricing based on the rates outlined in Section 2, as originally submitted by the vendor in BidBuy. Vendors may reduce their originally submitted rates, but increases will not be permitted. If the vendor chooses not to proceed, a written refusal must be submitted within the same two-week period. The Agency reserves the right to negotiate the pricing proposed by the vendor.

1.2.3. The vendor shall provide proof of performance bond for 100% Fiber Installation Package for Fiber Installation and Material Costs with the notification of acceptance of fiber installation package as stated in Section 1.2.2. Vendor shall be responsible for purchasing the conduit, fiber, and other materials necessary to install the fiber optic cabling. These materials are to be included in the performance bond.

1.2.4. The vendor shall not begin project work until the vendor has received an executed State approved ordering document (i.e. Basic Order Agreement (BOA)).

1.2.5. In the case of required change orders, the vendor shall not perform ANY work outside of the Initial State Approved Ordering Document (BOA) without an additional quote from the vendor and written authorization from DoIT in the form of an updated signed State Approved Ordering Document (BOA) prior to ANY work being performed.

1.2.6. Vendor shall perform the work according to the specifications in the installation package.

Scope of Services

1.2.7. Vendor shall adhere to the build specifications listed in the installation packages. Any changes to the specifications must be approved in writing and in advance by DoIT and/or the DoIT A/E prior to ANY work being performed.

1.2.8. Vendor shall provide post installation restoration services for all areas impacted by installation and be responsible for restoration for a period of twelve (12) months after acceptance at no additional charge.

1.2.9. DoIT intends to utilize existing conduit and vault systems for placement of new fiber when feasible. Vendor shall work with third party providers, DoIT and the DoIT A/E on placement of fiber in existing conduit and vault systems.

1.2.10. DoIT is partnering with a several entities on broadband initiatives throughout the state. DoIT will be working with entities to interconnect new DoIT fiber with existing fiber as outlined by DoIT and the DoIT A/E. Vendor shall work with these third-party fiber providers as necessary to accomplish fiber interconnection as outlined by DoIT and the DoIT A/E.

1.2.11. Vendor shall be responsible for maintaining the fiber until DoIT formally accepts the fiber segment.

1.2.12. Vendor shall provide insurance coverage in the types and associated amounts as listed In Section 4.11. of the contract, or as required by the State and other third parties in relation to Fiber Installation Package for Fiber Installation and Material Costs associated with Vendor Construction Projects. The Vendor shall be required to provide proof of insurance coverage prior to bid award.

1.2.13. State Law 820 ILCS 130/5 requires all contractors and sub-contractors working on state installation projects to submit certified payroll records to DoIT. Vendors must submit these records at the close of each installation project. The payroll records must include all workers employed by contractors on the project.

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.

1.2.14 Multiple Awards – Primary and Secondary Vendors

The State of Illinois reserves the right to make multiple awards under this solicitation to ensure continuous and efficient service coverage throughout the North Region of Illinois.

1.2.15 Use of Secondary Vendor

The State will issue orders to the Primary Vendor as the default provider for services. However, the State reserves the right to issue orders to the Secondary Vendor under any of the following conditions:

1. Primary Vendor Refusal or Inability to Accept a Bid Package

· The State will issue a Bid Package (Issued for Construction – IFC; see Attachment G) via email.

· The Primary Vendor has fourteen (14) calendar days to reply via email:

· If they accept, they must confirm their ability to complete the project in the stated timeframe.

· If they refuse, fail to respond, or acknowledge inability to meet the schedule, the State may then award the project to the Secondary Vendor.

· Key compliance expectation: Timely, affirmative response of acceptance of Fiber Installation Package, Section 1.2.2, from Primary Vendor within fourteen (14) calendar days.

2. Documented Performance Issues or Non-Compliance The Agency (DoIT Fiber Engineering) may elect to bypass the Primary Vendor for specific work orders under the following conditions, provided such action is justified and documented in accordance with contract terms and applicable procurement guidelines. A vendor may be temporarily bypassed only in situations where performance concerns warrant it and after the vendor has been given an opportunity to respond or correct the issue.

Conditions for Potential Bypass:

The Primary Vendor may be bypassed for a specific order or engagement if one or more of the following performance issues are present:

1. Multiple Documented Deficiencies:

· Defined as three (3) or more documented performance issues within a rolling six-month period.

· Examples include failure to meet agreed-upon timelines, incomplete work, safety violations, or poor quality workmanship.

· Good faith efforts and demonstrable progress toward correcting deficiencies will be considered when determining whether bypass is warranted.

2. Unresolved Serious Deficiency:

· A “serious” deficiency is one that:

· Impacts the safety, integrity, or functionality of the installed infrastructure; or

· Causes significant delays (e.g., more than 30 days) beyond the established timeline without sufficient justification.

· “Unresolved” means the deficiency has not been corrected to the satisfaction of DoIT within a mutually agreed-upon timeframe.

· Consideration will be given if the vendor is actively working toward resolution in good faith and maintaining open communication with the Agency.

3. Failure to Meet Critical Deadlines:

· Missing critical deadlines (e.g., milestones identified as non-negotiable due to project dependencies or public service commitments) without prior coordination and approval.

Bypass Procedure and Impact:

· Bypassing the Primary Vendor:

· May be applied on a per-order basis and does not permanently remove the vendor from the list of eligible vendors.

· The vendor will be notified in writing with justification for the bypass and any remedial actions required to be reconsidered for future work.

· Temporary bypass remains in effect until:

· Deficiencies are resolved to the satisfaction of DoIT Fiber Engineering; or

· A documented improvement plan has been implemented and followed for a defined period.

· Permanent removal from consideration may require formal contract action (e.g., termination for cause), which will be pursued in accordance with applicable contractual and legal procedures (See Section 3.2).

Relevant reference: Attachment B – Close Out Specifications, which outlines compliance and resolution expectations.

3. Emergencies or Critical Operational Needs In the event of an urgent or unplanned situation requiring immediate action—such as natural disasters, major infrastructure failures, or threats to critical service continuity—the State reserves the right to issue work directly to the Secondary Vendor, under the following conditions:

Primary Vendor Refusal or Inability to Accept a Bid Package

· The State will issue a Bid Package (Issued for Construction – IFC; see Attachment G) via email.

· The Primary Vendor has twenty-four (24) hours to reply via email:

· If they accept, they must confirm their ability to complete the project in the stated timeframe.

· If they refuse, fail to respond, or acknowledge inability to meet the schedule, the State may then award the project to the Secondary Vendor.

Examples of applicable scenarios include:

· Natural disasters (e.g., flooding, storm damage)

· Critical infrastructure failures

· Service outages impacting public safety or essential services The determination of whether time permits consultation with the Primary Vendor, and whether the situation qualifies as an emergency requiring bypass, remains at the sole discretion of the State. This emergency discretion is not subject to vendor dispute and is intended solely to preserve essential service delivery and public safety.

1.2.16 No Minimum Guarantee

The award of this contract does not guarantee any minimum amount of work or compensation. Services will be requested on an as-needed basis.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Vendor shall work with the DoIT and DoIT A/E to establish the Fiber Installation Package Statement of Work (SOW) and timelines for completion of fiber installation packages that will meet the overall project deadline on a project-by-project basis. All projects must have a written Agency approved SOW prior to the commencement of any project.

1.3.2. Acceptance:

Acceptance of the services performed under this contract will be based on the successful and complete execution of the IT fiber construction project in accordance with the technical specifications, quality standards, and project milestones outlined in the Scope of Work (SOW) and the Fiber Installation Package, as referenced in Section 1.2.2.

Final acceptance will be contingent upon the following:

· Substantial Completion Notice: The Vendor must formally notify the Agency that the project work is substantially complete. If any portion of the work remains incomplete, it must be clearly identified and documented in the notice.

· Inspection and Punch List: Upon notification of substantial completion, the Agency (or its designated Architect/Engineer) will conduct a walk-through to identify any deficiencies. A punch list will be created outlining required corrective actions, if applicable.

· Closeout Documentation: The Vendor must provide all required closeout documentation in accordance with Attachment B – Closeout Specifications, which includes but is not limited to:

· Redlined as-built drawings (PDF and ESRI Shape file formats)

· Fiber test results per Data Submittal Guidelines (Attachments C and D)

· Warranties, guarantees, maintenance manuals

· List of extra materials and equipment for State ownership

· Final Waivers of Lien from all subcontractors and suppliers

· JULIE Locate Requests

· Final Inspection: Once all punch list items have been resolved and required documentation has been submitted, the Agency (or its A/E) will perform a final inspection. If all conditions have been satisfactorily met, the Agency will issue formal project acceptance.

Upon successful acceptance of the project by the Agency, final payment will be issued to the Vendor in accordance with the SOW’s milestone and deliverable-based payment schedule.

1.3.3. Vendor shall provide all closeout documentation according to Attachment B Closeout Specifications within seven (7) days of project completion.

1.3.4. Vendor shall provide complete and accurate as-built documentation in electronic and hard copy as specified In Attachment D As-Built Drawings and GIS Data Submittal. As-built should be provided upon completion of an installation package. As-built documentation should include, at a minimum, conduit and cable installation, access points, splice points, in-line amplification sites, building entrance facilities, environmental vaults, markers, and GIS Information. GIS coding accuracy shall meet or exceed an accuracy of one foot or better. All documents shall be accurate, clear and to scale.

1.3.5. Test procedures should meet specifications consistent with industry standards and meet the criteria set forth In Attachment C Fiber Testing. Test results shall be provided to the DoIT and/ or DoIT A/E in electronic format as cables are being placed. Damaged or test failed cable should not be installed. Vendor should replace cable damaged during installation. Vendor should also replace cable that does not pass testing during cable placement. Materials Procurement and Storage:

1.3.6. Vendor will provide and store all materials required to complete installation package(s).

1.3.7. Materials shall be provided per installation specifications provided by the DoIT and/ or DoIT A/E.

1.3.8. Vendor shall remain responsible for materials until installation is accepted.

1.3.9. Material susceptible to the environment shall be stored in an environmentally controlled facility.

1.3.10. Vendor should provide proof of insurance covering its warehouse facilities at time of bid submission under “Required Documents”.

1.3.11. Vendor shall be responsible for inspection, testing and damage of materials before and during installation. DoIT reserves the right to conduct on-site inspections of the inventory.

1.3.12. Vendor shall provide Factory Fiber Characterization reports as well as vendor re-certifications prior to implementation.

1.3.13. Performance Bond - Upon receipt and acceptance of an Engineering Package from the State, the awarded Vendor (Primary or Secondary) shall provide a Performance Bond in an amount equal to 100% Installation Package Installation and Material Costs. The Performance Bond must be submitted within ten (10) business days of package acceptance and prior to mobilization or commencement of any on-site construction activity. If a Bid Bond is required, Bidder must submit the Bid Bond with their Bid. If a Performance Bond is required, Bidder must submit the Performance Bond to the Information Contact after contract execution. The bond must be from a surety licensed to do business in Illinois. An irrevocable letter of credit is an acceptable substitute. The form of security must be acceptable to the State.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor shall possess comprehensive technical expertise related to Fiber Construction, such as certifications or recognized qualifications from relevant industry bodies, states, counties, and local governments as applicable. The Vendor must have the following, but not limited to, certifications and qualifications or equivalent or higher as determined by the DoIT Fiber Optic Engineering Team in collaboration with DoIT’s Architectural and Engineering Vendor. The Vendor shall submit the four (4) Certifications listed A thru D prior to award of contract. The Vendor is responsible for keeping all Certifications current through the duration of this contract.

A. Certified Fiber Optic Technician (CFOT): This certification demonstrates that the Vendor has the knowledge and skills to install, test, and maintain fiber optic networks.

B. BICSI Installer 1 or 2: This certification from the Building Industry Consulting Service International (BICSI) shows that the Vendor has the technical skills and knowledge to install and maintain information and communications technology (ICT) systems, including fiber optic networks.

C. OSHA 30-Hour Construction Safety Certification: This certification ensures that the Vendor has the necessary training in construction safety practices to protect workers and maintain a safe work environment.

D. Licensed Contractor: Vendors are required to hold a valid contractor’s license in Illinois to legally perform construction work in the state.

The Primary Vendor and Subcontractor must possess the above Certifications to be qualified to provide a bid for this contract. The Certifications must be current through the duration of the contract term to be qualified to perform any portion of the statement of work (SOW) within this contract.

1.4.2. Vendor shall be responsible for obtaining all required local, county and state permits for services being performed under this contract. All required permits must be forwarded to Contract Manager within seven (7) days of performance of the Engineering Package and boots on the ground.

JULIE Notification and Utility Locating Responsibilities: The Vendor shall be solely responsible for complying with all applicable utility locating requirements under the Illinois Underground Utility Facilities Damage Prevention Act (220 ILCS 50/1 et seq.). Prior to commencing any excavation, trenching, or other ground-intrusive work associated with the fiber construction project, the Vendor must notify JULIE (Joint Utility Locating Information for Excavators) to request the location of all underground utilities in the work area.

Notification to JULIE must be made at least 48 hours (excluding weekends and holidays) before beginning any excavation, in accordance with Illinois law.

JULIE Contact Information:

· Website: https://www.illinois1call.com

· Phone (Call Before You Dig): 811 or 1-800-892-0123

· Online Locate Request: https://illinois1call.com/submit-a-locate-request/ The Vendor shall maintain documentation of all JULIE locate requests and confirmations throughout the duration of the project and submit JULIE locate requests with Attachment B Close Out Specifications submissions. Failure to properly notify JULIE and confirm utility locations may result in penalties, damages, or termination of contract for cause.

1.4.3. Industry Experience: Vendors shall have a minimum of two (2) years of experience in Fiber Construction for contracts of comparable size and complexity to those described in this IFB and Attachment E Example of Scope Complexity and Size. Please provide three (3) examples of your experience by completing Attachment F Bidder Experience. The Agency reserves the right to contact the client listed in Attachment F for references on how well the job was performed.

1.4.4. Vendor is responsible for all Personal Protective Equipment (PPE) for all personnel performing any portion of work in relation to this contract and in accordance with industry standards.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Vendor shall confirm physical address of the SOW onsite location prior to commencement of each project.

1.5.2. Vendor is responsible for all transportation costs for their employees travel to and from onsite locations.

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

· 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

2. PRICING

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

2.1.1. Due to the nature of fiber construction and the potential for unforeseen site conditions or scope clarifications during project execution, the Department reserves the right to procure additional materials not specifically itemized in the original contract or Scope of Work (SOW), provided such materials are:

1. Directly related to and necessary for completion of the work as defined in the contract and SOW;

2. Consistent with the scope, intent, and functional purpose of the contract;

3. Prior to purchase, Department (DoIT), and the State Procurement Officer (SPO) must approve in writing thru formal release any additional materials required to complete project;

4. The Department will reimburse Vendor at Cost. The Vendor is required to submit purchase documentation verifying cost to Vendor prior to being reimbursed.

5. Not being used to materially alter or expand the scope beyond the original contract’s intent or to circumvent competitive procurement requirements.

All such additions shall be incorporated via a formal written modification to the contract or task order, signed by all parties and in compliance with the Illinois Procurement Code [30 ILCS 500] and applicable procurement rules.

2.1.2. During the course of the fiber construction project, the Vendor may encounter site-specific conditions or project needs that require the use of equipment not specifically listed or priced in the contract. In such cases, the Vendor may utilize unidentified or unlisted equipment, provided that:

1. The equipment is functionally necessary to complete the contracted work in accordance with the Scope of Work (SOW);

2. The use of such equipment is approved in writing by the Department and the State Procurement Officer prior to use;

3. If similar equipment is priced in the contract, the rental or usage rate shall not exceed those established contract rates;

4. If no similar equipment exists in the contract, the Vendor may rent the equipment from a qualified rental facility and shall be reimbursed at actual cost, not to exceed reasonable market rates, with no additional markup;

5. The Vendor must submit to the Department an original or itemized rental invoice from the equipment rental provider showing the actual cost and rental duration; and

6. Reimbursement for such equipment shall be made only upon review and written approval by the Department and shall be incorporated into project billing in accordance with contract invoicing procedures.

This clause is intended to allow flexibility in response to unforeseen field conditions while maintaining fiscal responsibility and compliance with the Illinois Procurement Code [30 ILCS 500].

2.1.3. In the event that a required labor classification or job title is not included in the original contract pricing but is necessary to complete the work described in the Scope of Work (SOW), the Department may allow the addition of the labor category to the contract, subject to the following conditions:

1. The unlisted labor category is functionally similar or equivalent in scope, responsibility, and required qualifications to one or more labor categories already priced in the contract (e.g., adding "Mud Engineer" at a rate comparable to "Technical Engineer");

2. The proposed hourly rate for the added labor category is consistent with the prevailing rates of comparable job titles already included in the contract;

3. The addition is approved in writing by the Department and the State Procurement Officer prior to any work being performed under the new classification;

4. The Vendor provides documentation to support the job description, qualifications, and justification for the new labor category;

5. No markup or premium shall be applied to the hourly rate beyond what is permitted for comparable roles already established in the contract.

Approved labor categories and rates will be added to the contract through a formal contract amendment or task order modification.

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

2.2.1. Vendor shall submit pricing in the line items on BidBuy, based on the terms and conditions set forth in section 1 of this Contract.

2.2.2. The Vendor shall enter pricing within BidBuy as defined by the Agency within the BidBuy line-item description. The Vendor must provide pricing for all line-items within BidBuy without making any modifications to be considered for award. Vendor must review Section 2.2.4.1 for pricing compliance with Labor “Per Hour” requirements.

2.2.3. Equipment and Material Cost: Equipment and Materials shall be provided to the Agency at Vendor cost. The Vendor shall be required to submit Equipment and Material cost commercial invoices to the Agency when submitting invoices for payment. (See Attachment A Additional Instructions for further details)

2.3. ECONOMIC ADJUSTMENTS:

Economic Adjustment Clause

2.3.1. The prices in this Contract must remain firm for the one (1) year (12 months) after the execution date of the Contract. Thereafter, one upward price adjustment may be applied no more frequently than once during any given one (1) year (12 month) period. Such adjustment shall be based on the Consumer Price Index for All Urban Consumers (CPI-U) as posted by the U.S. Bureau of Labor Statistics.

The below equation shall be used to calculate the allowable price increase:

A= B * (1 + ((C-D)/D)) A- New Price B- Base Price at Bid C- Published CPI at the time of requested adjustment D- CPI value at Bid Opening date

2.3.2. All adjustment requests shall be made in writing. Vendor shall not be entitled to apply an upward price adjustment without first obtaining approval of such request from the Department of Innovation and Technology Information Technology Procurement Office (ITPO).

2.3.3. In the event a downward adjustment is warranted, the State reserves the right to adjust once during any given two (2) year years (24 months) period for this decrease. It will be the responsibility of the vendor to notify Information Technology Procurement Office (ITPO) of any such decrease.

2.3.4. No further adjustments will be made once the maximum allowable adjustment has been calculated for the given two (2) year period years (24 months).

2.3.5. An economic adjustment which is not based on the CPI may be requested by the Vendor or the State to the price of all Contract Line Items. The State may, in its sole discretion, accept an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Vendor’s control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability of supply is substantial, (4) the volatility so affects the Vendor that continued performance of the Contract would result in a substantial loss and (5) No price adjustment will be approved to compensate a vendor for inefficiency or for errors or omissions in judgment or for additional profit or overhead of any kind.

2.3.6. Requested adjustments shall include the contract number, item number, line number, bid price and requested price adjustment.

2.3.7. In all cases, the vendor must file a claim in writing for such adjustment prior to the services being performed or delivery of items. In any event, the claim for such adjustment will not apply to release orders provided prior to the date the ITPO approved the economic adjustment request.

2.3.8. If the Vendor has unresolved complaints filed against it for non-delivery of or poor-quality service, its request may be denied until such time as all past complaints are resolved to the satisfaction of the State.

2.4. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $<TBD> 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 date of execution and ending three (3) years from execution of contract. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s): seven (7) years.

Any renewal of the resulting contract is subject to the same terms and conditions that apply to the initial term of the contract unless otherwise provided. The State may renew the contract for any or all of the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor’s option.

3.2. TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in part, immediately upon notice to Vendor if: (a) the State determines that the actions or inactions of Vendor, its agents, employees, or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) 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 Vendor lacks the financial resources to perform the Contract, the State shall provide written notice to 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 Vendor. Upon submission of invoices and proof of claim, 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. OTHER TERMINATION: The State may also terminate, in whole or in part, this Contract without advance notice pursuant to Section 3.6.

3.5. SUSPENSION: The State may also suspend, in whole or in part, this Contract without advance notice pursuant to Section 3.6.

3.6. 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 or the Agency reserves funds , 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 or available funds for payment. Vendor will be notified in writing of the failure of appropriation or of a reduction or decrease and the Agency’s election to terminate or suspend, in whole or in part, as soon as practicable. Any suspension or termination pursuant to this section will be effective upon the date of the written notice unless otherwise indicated.

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 and are available on the Illinois Department of Labor’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting the Illinois Department of Labor at 217-782-6206 or (http://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:

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 the Contract or subcontract and necessary to support amounts charged to the State pursuant the Contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by 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, 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. Vendor or subcontractors shall not impose a charge for audit or examination of Vendor’s or subcontractors’ books and records. 30 ILCS 500/20-65. Vendor and its subcontractors shall upon reasonable notice appear before and respond to requests for information from the Illinois Works Review Panel. 30 ILCS 559/20-25(d).

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 the 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 (“FOIA”) (5 ILCS 140), shall be considered public. Unless otherwise agreed by the Parties, and then only upon receipt of the State’s prior written consent, Vendor and its subcontractors shall not access or attain any personally identifiable information or sensitive information on or from the State’s systems, and Vendor agrees that any such information is the confidential information of the State. In any event, Vendor shall implement and maintain reasonable security measures to protect any and all data, information, and records disclosed by the State under this Contract from unauthorized access, acquisition, destruction, use, modification, or disclosure. 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 a non-proprietary, readily usable format, promptly at the end of this Contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Contract, whether written documents or data, goods, or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this Contract.

4.10. INDEMNIFICATION AND LIABILITY: Vendor shall indemnify and hold harmless the State, 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, related to: (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 products or services provided under this Contract infringe, misappropriate, or otherwise violate any intellectual property rights (including but not limited to patent, copyright, trade secret, or trademark rights) of a third party. Vendor shall also defend (subject to the consent of the Office of the Attorney General (“OAG”)) the State against any and all third-party claims related to this Contract. In accordance with Article VIII, Section 1(a) and (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.