Lust Special Projects QBS Draft Contract for BB posting.doc

STATE OF ILLINOIS

CONTRACT

Illinois Environmental Protection Agency LUST Special Projects

P-XXXXX

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and Fehr-Graham (“Vendor” or “Contractor”). 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 Contractor affirms that the Certifications and if applicable the Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Contractor’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.

Contract includes BidBuy Purchase Order? (The Agency answers this question prior to contract filing.)

☐ Yes

☐ No

Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including FORMS B)

☐ No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. SUPPLEMENTAL PROVISIONS

6. STANDARD CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “IPG Active Registered Vendor Disclosure (formerly called FORMS B)” (IF APPLICABLE)

9. PURCHASE ORDER FROM BIDBUY (IF APPLICABLE)

In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACT SIGNATURES page.

VENDOR

Date:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62704

Printed Name: Andrew Shackleford

Official’s Title: Agency Purchasing Officer

Legal Printed Name:

Legal’s Title:

Fiscal’s Printed Name:

Fiscal’s Title:

AGENCY USE ONLY

NOT PART OF CONTRACTUAL PROVISIONS

Agency Reference #:

Project Title:

Contract #:

Procurement Method (IFB, RFP, Small Purchase, etc.):

IPB Reference #:

IPB Publication Date:

Award Code:

Subcontractor Utilization? Yes No

Subcontractor Disclosure? Yes No Funding Source:

Obligation #:

Small Business Set-Aside? Yes No

Percentage:

Minority Owned Business? Yes No

Women Owned Business? Yes No

Persons with Disabilities Owned Business? Yes No

Veteran Owned Small Business? Yes No

Other Preferences?

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. SUPPLIES AND/OR SERVICES REQUIRED:

1.1.1. Approximately thirteen (13) open Leaking Underground Storage Tank (LUS) incidents has been identified from LUST database. Most sites are located at rural school districts and small municipalities. These sites are currently not being addressed in any other program and are a significant source of contamination to soil and groundwater across the State.

1.1.2. Work Assignment Process: The Agency will issue a Scope of Work specific to the current phase of the project for those services described in Section 1.1.7. The Agency will request that the Vendor prepare and submit a detailed Cost Package and schedule for the completion of the work described in the Scope of Work. The Cost Package will become effective and considered a part of this contract upon approval by the Agency’s written Work Order.

1.1.3. Subcontracting: If subcontractors are utilized, the Agency strongly encourages the use of certified subcontractors under the State of Illinois Business Enterprise Program (BEP) for Minorities, Women, and Persons with Disabilities. Vendor should search for applicable BEP subcontractors at https://ceibep.diversitysoftware.com/. With each final work order report, Vendor shall submit documentation of all subcontractors that were used for the work order. The documentation must, at a minimum, identify which subcontractors are BEP-certified and which are not, the dollar amount spent on BEP versus non-BEP subcontractors, and a brief description of the work performed by the BEP or non-BEP subcontractor. For all non-BEP subcontractors used, the Vendor shall include an explanation detailing why a BEP subcontractor was not utilized.

1.1.4. Cost Package: At a minimum, the Cost Package shall include and detail the work to be performed by the Vendor and a schedule for the performance of the work. The Cost Package shall be all-inclusive and shall include and detail labor rates and all respective hours; mobilization and demobilization charges; any and all costs for supplies, utilities, fuel, equipment usage with respective equipment rates; equipment rentals rates; per-diem; lodging; subcontractor services; on-site work trailer(s) including any applicable furniture, computer(s), chair(s), desk(s)); and, a compensation schedule for inclement weather delays. Costs submitted in the Cost Package must be reflective of the costs identified in Section 2 of this contract. The Vendor shall identify in their cost package all Vendor employees for the respective project and all subcontractors. The Agency shall be notified in advance of all Vendor staffing changes, substitutions, or replacements and subcontractor changes. If any of these changes, substitutions, replacements or subcontractor changes impact the cost package previously submitted and approved, notification must be in writing. The Agency must approve these changes in writing prior to the changes taking effect.

1.1.5. Work Order: Upon approval of the Cost Package, the Agency will provide written authorization to initiate the activities in the Scope of Work, in the form of a Work Order. Each Work Order will identify the Agency’s authorized representative(s) for each respective project. A Work Order is a document signed by Agency Authorized Representative(s) requiring the Vendor to perform the tasks in the applicable Work Order and the total dollar amount for the work. Each Work Order shall become an integral and enforceable part of the Contract once executed by the Agency. All provisions of the Contract are applicable to Work Orders unless the context clearly indicates otherwise. The Vendor shall not begin work until the Vendor has received an executed Work Order from the Agency. Work Orders shall be issued at the Agency’s discretion.

1.1.6. The Agency’s Project Manager (PM) will be identified in each project or task’s scope of work, which will become a part of the contract. The PM is not authorized to make any commitments or authorize any changes, which affect the contract price, labor rates, terms or conditions of this contract as a work order. Any such proposed changes shall be submitted to the Agency by the Vendor in a formal written change order for consideration by the Agency.

1.1.7. Stop Work Order: The Agency shall issue a Stop Work Order if it is determined that the work is unsafe, no longer needed, or for any other reason the Agency deems necessary. Work authorized under the terms of the Work Order shall stop. The Agency will determine the terms of the Stop Work Order, such as determining how quickly to shut down work, demobilization time frames, and completion of any necessary work. The Vendor shall immediately comply with the terms of the Stop Work Order, which may include steps to leave the site in a safe condition. The Vendor shall be paid for charges properly invoiced for all work satisfactorily completed up to the time when the Stop Work Order’s terms are completed.

1.1.8. Project:

1.1.8.1 Fehr-Graham shall provide the professional consulting services necessary to pursue closure of (13) LUST Sites consistent with 35 Illinois Administrative Code (35 Ill. Adm. Code) Part 734. The following tasks shall be completed towards closure for each LUST site, as provided in a list by the Illinois EPA on October 2, 2025. The site list is attached for reference:

1.1.8.2 Completion of the review of records in Illinois EPA’s possession and from any other sources including but not limited to the site Owner/Operator (O/O) and county/city/local governments.

1.1.8.3 Development of a work plan based on record review and recommended steps forward. The work plan will be presented to the Illinois EPA Project Manager and used to guide Illinois EPA Office of Site Evaluation field sampling activities.

1.1.8.4 Completion of 20-Day and 45-Day Report Forms and associated information for those sites/incidents if they are missing or never provided.

1.1.8.5 Prepare a site summary report as detailed below:

A. If the site is ready for closure, a summary report is not required, instead Fehr Graham will prepare a Corrective Action Completion Report (CACR) in accordance with (IAC) 35 Ill. Adm. Code Section 734.345. At a minimum, the CACR must contain the following information:

1.1.8.6 An executive summary that shall contain the following information:

A. A brief description of the site, including but not limited to a description of the release, the applicable indicator contaminants, the contaminated media, and the extent of soil and groundwater contamination, if any.

B. A narrative description of any special conditions relied upon as part of the closure including but not limited to information regarding the following:

C. Engineered barriers utilized in accordance with 35 Ill. Adm. Code 742 to achieve the closure.

D. Institutional controls utilized in accordance with 35 Ill. Adm. Code 742 to achieve the closure.

E. Other conditions necessary for protection of human health and safety and the environment that are related to the issuance of a No Further Remediation Letter, if any and;

F. Any information required pursuant to Section 734.350 of this Part regarding off-site access, if any.

G. The CACR will be prepared under the supervision of a Licensed Professional Engineer and be submitted to the Agency pursuant to Section 734.345.

H. Upon issuance of an NFR letter, Fehr Graham will assist the State and landowner with recording the NFR with the county recorder's office, which may include electronic submittal and/or in-person recording with associated fees.

1.1.8.7 The site summary report shall contain the following at a minimum if it is not a CACR:

A. A brief description of the site, including but not limited to a description of the release, the applicable indicator contaminants, the contaminated media, and the extent of soil and groundwater contamination, if any.

B. A way forward for the closure of the site including sampling plan for both soil and groundwater, as needed.

C. Any information on any institutional controls or any other measures, if needed as part of the closure.

1.1.8.8 Specific Types of Work to be Performed: The investigation, design preparation, field oversight, and review services that the Agency may require the Vendor to perform include, but are not limited to, the following:

A. Meeting with federal, state and local officials including the county sheriff’s office, police and local road and/or township officials as necessary (e.g., to arrange site control and traffic routes);

B. Attend and/or participate in Public Meetings;

C. Conduct construction quality assurance oversight activities;

D. Necessary planning or reporting document preparation, such as but not limited to:

1. The consultant will complete a file/record review to determine a path forward and then prepare the Corrective Action Completion Report (CACR), if possible, certified by a Licensed Professional Engineer to close those sites.

E. Conduct field investigation F. Review files G. Acquisition of laboratory services

1. When laboratory services are required, the Vendor must contact the IL EPA laboratory to run the analysis. If the IL EPA laboratory is unable to perform the analysis, then the Vendor is responsible for acquiring the services from another laboratory.

H. Enforcement support I. Community Relations Support J. Property Surveys K. Other activities deemed necessary by the Agency.

1.1.8.9 Oversight Activities: All oversight work to be performed by the Vendor will be done in accordance within the terms of the Agency prepared Scope of Work.

A. The Vendor will be required to be on-site as deemed necessary by the Agency’s Project Manager.

B. Interaction with Corrective Action Contractors: The Agency has tasked a Corrective Action Contractor to conduct environmental response actions as needed. The Corrective Action Contractor is encouraged to provide its respective review, input and innovative approach to a corrective or response action design. The Corrective Action Contractor may be implementing the response actions designed by the Vendor. The Vendor may be tasked to provide oversight of the Corrective Action Contractor’s work. If the Vendor is conducting oversight of a Corrective Action Contractor on a Project, the Vendor will be required to provide qualified on-site person(s) to do the following:

1. Document activities conducted on site and at a minimum contact the Agency’s Project Manager, or designee, twice per week;

2. Prepare meeting minutes;

3. Attend and participate in public meetings, if requested by the Agency;

4. Ensure the work meets specifications;

5. Ensure the work is performed efficiently and within budget and schedule;

6. Facilitate weekly progress meetings;

7. Have the authority to:

i. Review and approve all invoices to be submitted by the Corrective Action Contractor. The CAC invoices will be submitted to the Vendor for review. The Vendor is to provide comments, if any, to the CAC within five (5) business days. If there are no comments, the Vendor is to prepare a letter and/or e-mail indicating concurrence with the invoice and submit that letter along with the CAC invoice package to the Agency. The CAC invoices are to be reviewed by the on-site Vendor and should not be sent to the Vendor’s main headquarters for review, unless approved by the Agency;

ii. Stop Work if the work is unsafe, no longer needed, or for any other reason the Agency or Vendor deems necessary.

8. These tasks are not to be conducted unless directed by the Agency.

1.1.9. News Releases: News releases pertaining to this contract or the services, study, data, or project to which it relates will not be made without prior written approval from this Agency, and then only in accordance with the instructions from the Agency’s Project Manager. No results of the program are to be released without prior written approval of the Agency and then only to persons designated by the Agency in writing.

1.1.10. Architectural, Engineering & Land Surveying Certification: All parties certify that the provisions of the Architectural, Engineering and Land Surveying Qualifications Based Selection Act (30 ILCS 535) were complied with.

1.1.11. General Terms: The Vendor will be required to submit at least two (2) hard copies and may be requested to provide one electronic copy of the final document in a format acceptable to the Agency. If additional hard copies are needed, the Agency Project Manager will inform the Vendor.

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.

If checked, see the attached BidBuy Purchase Order for a Description of Supplies and/or Services.

1.2. MILESTONES AND DELIVERABLES: The Vendor shall conduct a review of requested documents and any subsequent responses. Specific milestones, deliverables, and reporting requirements will be identified in each Work Order.

1.3. VENDOR / STAFF SPECIFICATIONS: Vendor/Staff Specifications are listed below and will be included in all associated Work Orders.

1.3.1. Vendor must be listed as prequalified consultant with the Illinois Department of Transportation (http://www.idot.illinois.gov/doing-business/procurements/engineering-architectural-professional-services/index) in the category of Special Services – Hazardous Waste: Advance.

1.3.2. Key personnel for this project must include:

1.3.2.1 The Vendor shall use the personnel identified in the cost estimate (Exhibit A).

1.3.2.2 The key personnel shall include a person who will assume the duties of Project Manager (must be an engineer or geologist with at least five years of project management experience). Person who will assume the duties of the Quality Assurance/Quality Control (QA/QC) duties must have at least five years of QA/QC experience with Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) projects.

1.4. TRANSPORTATION AND DELIVERY: N/A

1.5. SUBCONTRACTING

Subcontractors are allowed.

1.5.1. 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 Standard Illinois Certifications completed by the subcontractor.

1.5.2. 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.

If the subcontractors are not fully known at this time, please just mark ‘yes’ or ‘no.’ Within each cost package submitted, the Vendor must include a list of all necessary subcontractors and associated costs. Across all work orders under this contract, if a subcontractor has an annual value of $100,000 or more, the Vendor shall be responsible for ensuring the subcontractor submits financial disclosures to the Agency.

· 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

1.5.3. All contracts with the subcontractors identified above must include the Standard Illinois Certifications completed.

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

1.5.5. 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 into prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

1.6. SUCCESSOR VENDOR

FORMCHECKBOX

Yes No This contract is for services subject to 30 ILCS 500/25-80. Heating and air conditioning service contracts, plumbing service contracts, and electrical service contracts are not subject to this requirement. Non-service contracts, construction contracts, qualification based selection contracts, and professional and artistic services contracts are not subject to this requirement.

If yes is checked, then the Vendor certifies:

(i) that it shall offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and

(ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract.

This certification supersedes a response to certification 4, Form F, of the Illinois Procurement Gateway (IPG).

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 Vendor 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

2. PRICING

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

2.2 EXPENSES ALLOWED: Expenses are allowed as follows:

2.2.1 Travel: All travel associated with the performance of this contract shall be performed and compensated as prescribed by the Governor’s Travel Control Board (GTCB) rules.

https://www2.illinois.gov/cms/Employees/travel/Pages/default.aspx Only two round-trips per employee to-and-from the job site is reimbursable, and is to be incorporated into the Vendor’s Cost Proposal, unless the Agency agrees in writing of additional reimbursable trips, upon acceptance of the Vendor’s Cost Package.

2.2.2 Direct Labor: Direct Labor is the sum of all gross salary costs of hourly wages paid to personnel for the time they are productively engaged in direct work necessary to fulfill the terms of the agreement between the Agency and the prime contractor.

Direct labor rates per hour shall include the direct raw labor rate per hour, fringe benefits, overhead, and profit. These rates are fully loaded rates and shall be inclusive of, but not be limited to all payroll costs such as wages, fringe benefits, insurance, social security, retirement, compensated absences (vacation, sick leave and personal leave), corporate overhead and profit.

The Vendor shall not use personnel in labor grades other than those set forth in the approved Direct Labor Rate Form below for the performance of work at projects under this contract without prior approval from the Agency.

Overtime for the purpose of this Contract, is defined as any time worked under this Contract in excess of eight (8) hours in any one calendar day and/or time worked under this contract in excess of forty (40) hours in any one week, with a week being Sunday through Saturday.

For any overtime to be reimbursed, the Vendor must first request in writing approval from the Agency by providing the justification for the request. Unauthorized overtime will not be reimbursed if prior approval has not been obtained.

If the Agency issues a Verbal Work Order because a site poses a clear and immediate danger, the Agency will indicate whether or not overtime is approved for that particular project.

If the Agency approves the overtime, the Vendor will be allowed to charge the overtime rates as provided in the Direct Labor Rate Form as agreed to under the terms of this contract.

2.2.2.1 Direct Labor Rates

The Direct Labor Rates listed below are the hourly labor rates for the individuals who will perform work under the contract for the “Job Title/Function” categories listed in Section 2.2.2.2. The rates listed shall be Time and Materials rates. Time and Material rates shall include the base raw direct labor rate, fringe benefits, overhead and profit. These are the only job titles that will be reimbursed.

The Vendor shall be paid the labor rates stipulated in the above from the execution of the contract until at least June 30, 2026.

2.2.2.2 Classification

A. Professional

i. Level 5 (P-5) - Involved in planning and conceptual development of RI, FS, RD and/or RAO phases of the project. Responsible for overall quality of work product and personnel interactions of the firm.

ii. Level 4 (P-4) - Plans, conducts, and supervises project of major significance, necessitating proven managerial skills and knowledge of RI, FS, RD and RAO work. Must demonstrate ability to originate and apply new and or unique methods and procedures. Should possess thorough knowledge of regulatory requirements of applicable programs. Generally operates with wide latitude of un-reviewed action.

iii. Level 3 (P-3) - Under general supervision of Program Manager, plans, conducts, and supervises complete assignments on a project-by-project basis. Estimates and schedules work to meet completion dates. Directs assistance; reviews progress and evaluates results; makes changes in methods, design, or equipment where necessary. Responsible for quality and content of discrete work products associated with RI, FS, RD and/or RAO.

iv. Level 2 (P-2) - Under supervision of a project manager or engineer, carries out assignments associated with projects. Work assignments are varied and require some originality and ingenuity. Applies training of professional discipline to assigned projects and translates technical guidance and training received into usable data, products and reports. Evaluates data associated with various projects for use in defining extent of contamination, for developing feasibility studies for possible remedial actions or designing elements of the remedial action plan and associated construction documents.

v. Level 1 (P-1) - Entry level for professional classification; works under supervision of team, field or project leader. Gathers and correlates basic data and performs routine tasks and other duties as assigned. Makes recommendations on work assignments and variables which affect field operations. Assist field operations as directed, including manual tasks of equipment setup and maintenance. Performs other duties as assigned.

B. Technician

i. Level 2 (T-2) - Performs non-routine and complex field or office tasks in addition to routine assignments. Works at the direction of the project manager or field team leader. Gathers and correlates basic data and performs routine analyses. May also perform tests or experiments that may require nonstandard procedures and complex instrumentation. May construct components or subassemblies or proto-type models. May troubleshoot malfunctioning equipment and make simple repairs as authorized by the Project Manager.

ii. Level 1 (T-1) - Entry level; performs simple, routine tasks under supervision as established in chain-of-command procedures. Performs routine maintenance and may install, set up or operate field equipment of moderate complexity. Provide a wide variety of support functions during field operations.

C. Clerk/Secretary - The Clerk/Secretary maintains records, operates office machines, compiles billings and performs other office related duties as required.

D. Accountant/Bookkeeper - The Accountant/Bookkeeper is responsible for the preparation and verification of the invoices submitted to the Illinois EPA for reimbursement.

2.2.2.3 Labor Rate Adjustments: Direct labor rates may be adjusted for inflation once each year, on or after July 1st of that year. Direct labor rates shall remain firm through June 30, 2026.

The Vendor must request direct labor rate adjustments, in writing, 60 days prior to the July 1st adjustment date. If a Vendor fails to request a CPI price adjustment 60 days prior to the adjustment date, the adjustment will be effective 60 days after the State receives their written request.

Price adjustments will be made in accordance with the percentage change in the U.S. Department of Labor Consumer Price Index (CPI-U) for All Urban Consumers, All Items, Midwest Area. See https://www.bls.gov/regions/mountain-plains/news-release/consumerpriceindex_midwest.htm.

The price adjustment rate will be determined by comparing the percentage difference between the CPI in effect for the base year twelve month average (January through December 2025 and each (January through December twelve month average) thereafter. The percentage difference between those two CPI issues will be the price adjustment rate. No retroactive contract price adjustments will be allowed.

2.2.3 On-Site Equipment, Supplies and Fuel:

2.2.3.1 Agency Approval Required for Reimbursement

No on-site fuel, equipment, equipment maintenance or equipment overhaul, or supplies shall be reimbursed unless they are detailed in the Cost Package and authorized via the work order. Invoice receipts shall be submitted for all equipment, supplies and fuel.

2.2.3.2 Reimbursable Items

A. Equipment: Equipment is any equipment to be used by the Vendor for work at an Agency specified site. The Agency will reimburse for routine equipment maintenance, such as for oil changes, air filter changes, and hydraulic maintenance, subject to site conditions, only if it is detailed in the approved Cost Package. No on-site fuel, equipment, equipment maintenance or equipment overhaul, or supplies shall be reimbursed unless they are detailed in the Cost Package and authorized via the Work Order.

B. Supplies: Supplies are those items, which will be expended by the Vendor during the course of the response action activities. No on-site fuel, equipment, equipment maintenance or equipment overhaul, or supplies shall be reimbursed unless they are detailed in the Cost Package and authorized via the Work Order. Invoice receipts shall be submitted for all equipment, supplies and fuel.

C. Fuel: The Agency will pay for fuel used for rented, leased, and owned vehicles and equipment used on-site only if it is detailed in the approved Cost Package. This section does not include fuel used for travel to and from the site.

2.2.3.3 Determination of Actual Cost

The Vendor's actual cost of equipment and supplies will not exceed the lesser of the actual rental rate or current published rates located in the latest edition of the following publication:

RSMeans: www.rsmeansonline.com – or other mutually agreed upon document The rental rate must be specified in the Cost Package and detail whether the rate is daily, weekly, or monthly. The actual rental rate is per the actual rental company(s) invoices paid by the Vendor. In order to utilize the rates listed in the publication above, the Vendor shall show proof of ownership or lease-to-own agreements. Any exceptions to the above must be approved by the Agency in the Work Order.

Any costs that exceed the published rates require the specific written approval via the Work Order of the Agency. All equipment and supplies that are not included in the above publication shall require the specific approval of the Agency by the Work Order.

Any project specific equipment and supplies invoiced to the Agency become the property of the Agency. It is assumed that supplies will be exhausted at the work site. The Vendor is responsible for delivering such project specific equipment and supplies to the Agency, as directed. On-site fuel use will be reimbursed at actual rate. Invoice receipts shall be submitted for all equipment, supplies and fuel.

Vendor(s) will not be reimbursed for sales taxes.

2.2.3.4 Equipment Costs – Field Trailers: The Vendor shall submit as part of the Cost Package, details of any costs associated with a trailer(s) This detail shall include chairs, desks, meeting table(s), air conditioning, utilities, heat, speaker telephone, printer, computer, Internet, and fax machine, and copy machine. Backup documentation shall be required to support these costs.

2.2.4 Miscellaneous Costs:

Miscellaneous costs are costs that are incurred by the Vendor during the performance of a specific contract and directly assignable to that contract. After the Agency provides the Vendor a Scope of Work, the Vendor shall include all anticipated miscellaneous costs in the Cost Package. Any miscellaneous costs not submitted as part of the Cost Package will not be reimbursed. Any miscellaneous costs including but not limited to telephones, fax, copiers, computers, printers, Internet, mail, shipping, shall not be reimbursed unless they are detailed in the Cost Package. Invoices must be submitted to verify miscellaneous costs. Vendors are encouraged to seek the lowest possible costs for telephone usage, which may include obtaining a cellular telephone during the duration of the project. Any cellular telephone invoices that are submitted must have a detailed breakdown of the telephone calls made and its relation to the project.

2.2.5 Subcontractors:

No subcontractor handling fee will be paid.

2.3 DISCOUNT: N/A

2.4 VENDOR’S PRICING: Attach additional pages if necessary.

2.4.1. Vendor’s Price for the Initial Term:

· For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Pricing.

If checked, see the attached BidBuy Purchase Order for the Vendor’s Price for the Initial Term.

2.4.2. Renewal Compensation: If the contract is renewed, the price shall be at the same rate as for the initial term unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.4.2.1 Agency Formula for Determining Renewal Compensation: There will be no renewals allowed on this contract.

2.4.2.2 Vendor’s Price for Renewal(s): There will be no renewals allowed on this contract.

2.5 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $92,901.97 without a formal amendment.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of the 12/12/25 to 9/30/26. If a start date is not identified, the term shall commence upon the last dated signature of the Parties.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed term.

If checked, see the attached BidBuy Purchase Order for the Term of this Contract.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed 10 years.

3.1.2 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 this contract.

If Vendor fails to perform any material requirement of this contract to the State’s satisfaction, 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, then 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 this contract without additional written notice or (b) enforce the terms and conditions of this 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.

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

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 this 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://www2.illinois.gov/idol/Pages/default.aspx) 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 the contract, and the amount billed and expenses incurred are as allowed in the contract. Invoices for supplies purchased, services performed and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1 Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax.

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

Send invoices to:

See attached BidBuy Purchase Order

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 Certifications 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 this contract or completion of the contract, and by the subcontractor(s) 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 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 after 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 , to the extent such return or destruction is permitted by applicable law, including the State Records Act. 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 that were received in good faith from a third-party not subject to any confidentiality obligation to the disclosing Party; that is now 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 waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this contract.

4.10 INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements, and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois, 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.

4.11 INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain not less than the following amounts and types of insurance coverages: (a) Commercial General Liability (CGL) insurance in the amount of not less than $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto…