R-140114 B-31294 006 IOCI Satellite Broadcasting Equipment Emergency Contract Executed 220817 Redacted.pdf

STATE OF ILLINOIS

CONTRACT

Central Management Services IOCI Ground Station Satellite System Emergency

23-416CMS-BOSS4-P-

State of Illinois IFB Contract: Title Page V.20.1

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.

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. STATE SUPPLEMENTAL PROVISIONS

6. STANDARD CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “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

Contract: State Use Only V.20.1

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #: 23-416CMS-BOSS4-R-140114

• Project Title: IOCI Ground Station Satellite System Emergency

• Contract #: 22-416CMS-BOSS4-P-

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

• BidBuy Reference #: 23-416CMS-BOSS4-B-31294

• BidBuy Publication Date:

• Award Code: E

• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

• Funding Source:

• Obligation #:

• Small Business Set-Aside? Yes No Percentage:

• Minority Owned Business? Yes No Percentage:

• Women Owned Business? Yes No Percentage:

• Persons with Disabilities Owned Business? Yes No Percentage:

• Veteran Owned Small Business? Yes No Percentage:

• Other Preferences?

Contract: Description of Supplies and Services V.20.1

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. SUPPLIES AND/OR SERVICES REQUIRED: The Vendor will provide satellite broadcasting equipment and installation of the satellite broadcasting equipment for the Illinois Office of Communication and Information (IOCI) per the Contract specifications in Exhibit A – Quote(s).

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. MILESTONES AND DELIVERABLES:

1.2.1. Payment will be paid in accordance with the State Prompt Payment Act and Rules.

Milestone payments may be negotiated prior to order acceptance.

1.2.2. No changes, extras, or other work (whether deemed to be within or outside of the general scope of an Order or modification of any kind or description) shall be authorized unless evidenced by a written agreement signed by authorized representatives of both Parties.

1.2.3. Placement of an Order may occur at any stage of a given equipment, subsystem, or component lifecycle. From time to time, Seller will make End-of-Life (EOL), End-of-Sale (EOS), and/or Last Time Buy Notices related to its equipment, subsystems, and components. Seller will cooperate with Buyer in a commercially reasonable manner to support Products during their operational lives and recommend appropriate sparing levels and/or locate replacement equipment, subsystems, and components, as may be applicable. Subsequent to fulfillment of its warranty obligations and except as may be negotiated in the Order, Seller makes no commitments regarding the time period for availability of spare parts and/or technical support services.

1.3. VENDOR / STAFF SPECIFICATIONS:

Vendor must be registered in BidBuy before entering into the resulting Contract with the State of Illinois.

1.4. TRANSPORTATION AND DELIVERY:

1.4.1. Transportation and delivery will be coordinated with the IOCI Engineer. Delivery trade terms shall be Free on Board (F.O.B.) Destination. Liability for loss or damage shall pass to the State upon delivery of the equipment at the State’s facility. Vendor shall pack and ship all Supplies in accordance with the Vendor’s standard commercial practices. The State shall notify Vendor in advance of order

Contract: Description of Supplies and Services V.20.1 placement if shipment is intended by rail as special packaging and extra charges shall apply.

1.4.2. Final acceptance and transfer of title to the State shall occur upon delivery of the equipment at the State’s facility. The equipment is subject to Vendor’s standard inspection and/or testing at place of manufacture. For Orders in which Vendor agrees to inspection or testing by the State on the premises of the Vendor, final inspection by the State shall be conclusive. The State agrees that any inspection and testing on its part shall not delay or disrupt Vendor’s performance. The State further agrees that it shall comply with Vendor’s security and safety policies during any inspection or testing on the premises of Vendor.

1.4.3. The State’s acceptance will be deemed complete if the State provides no written report of exceptions within ten (10) calendar days after delivery. The Parties agree that the State’s (a) placing of any equipment provided hereunder into service and/or (b) beneficial use of such equipment shall constitute acceptance and transfer of title.

1.4.4. Packing lists showing order number provided to Vendor must be furnished with each shipment and must be shown on the outside of each shipping container along with the Vendor name.

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 $50,000 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 must include Standard Certifications completed and signed by the subcontractor.

1.5.2. Please identify below subcontracts with an annual value of $50,000 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: RSI Network Systems

Contract: Description of Supplies and Services V.20.1

Amount to Be Paid: >$50,000

Address: 3ra. Avenida 12-38 Zona 10, Edificio Paseo Plaza 1303 PH Guatemala 01010

Description of Work: De-Installation and Installation Activities

1.5.3. All contracts with the subcontractors identified above must include the Standard Certifications completed and signed by the subcontractor.

1.5.4. If the annual value of any the subcontracts is more than $50,000, 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

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.

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: 120 W. Jefferson St., Springfield, IL

Value of services performed at this location: 100%

Contract: Pricing V.20.1

2. PRICING

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

The total price of this contract is firm.

2.2 EXPENSES ALLOWED: Expenses are not allowed.

2.3 DISCOUNT: The State may receive a 0 % discount for payment within 0 days of receipt of correct invoice. This discount will not be a factor in making the award.

2.4 VENDOR’S PRICING:

Vendor’s Price for the Initial Term if disassembly and removal of the existing antenna followed by installation of new antenna is accomplished in one trip by the Vendor to the antenna site: $315,040.00

Vendor’s Price for the Initial Term if disassembly and removal of the existing antenna followed by installation of new antenna is accomplished in two trips by the Vendor to the antenna site: $324,475.00

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

2.5 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $324,475.00 without a formal amendment.

Contract: Term and Termination V.20.1

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This emergency contract has a term of ninety (90) days commencing 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.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed ten (10) years. 30 ILCS 500/20-60

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 RENEWAL: N/A

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

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within a period of thirty (30) days. If not cured within thirty (30) days, 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.

3.4 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;

provided however, that Vendor reserves the right to charge the State for reasonable re-stocking fees in addition to any other payments due for supplies and services provided in compliance with this contract up to and including the date of termination.

3.5 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

Contract: Term and Termination V.20.1

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

Contract: Standard Business Terms and Conditions V.20.1

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1 PAYMENT TERMS AND CONDITIONS:

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

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

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

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

http://www.state.il.us/agency/idol/index.htm

Contract: Standard Business Terms and Conditions V.20.1

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:

Agency: Illinois Office of Communication and Information Attn: Aubrey Troesch, Chief Engineer Address: 120 West Jefferson Street, 3rd

Floor City, State Zip Springfield, IL 62702

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: Neither Party may assign or transfer its rights or obligations as provided in an Order without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that Vendor may, without consent of the State, assign an Order as a result of a reorganization, merger or a sale of all or substantially all of the assets or stock of Vendor. Notice of any assignment as a result of a reorganization, merger, or sale of all or substantially all of the assets or stock of Vendor must be promptly provided.

4.3 SUBCONTRACTING: For purposes of this section, subcontractors are those 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. If required, Vendor shall provide a copy of any subcontracts within fifteen

(15) days after execution of this contract. 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 of each new or replaced subcontractor.

30 ILCS 500/20-120.

4.4 AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or

Contract: Standard Business Terms and Conditions V.20.1 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.

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: Neither Party shall be liable for any excess costs or other damages if the failure to perform arises out of causes beyond the reasonable control and without the fault or negligence of the Party asserting an event of Force Majeure. Force Majeure causes may include, but are not limited to (a) acts of God or of the public enemy, (b) war (whether an actual declaration thereof or not), (c) acts of terrorism or threats thereof, (d) acts of a Government in either its sovereign or contractual capacity, (e) sabotage, (f) insurrection, (g) riot or other act of civil disobedience, (h) atmospheric disturbances, (i) fires, (j) floods, (k) plagues, pandemics or epidemics, (l) quarantine restrictions, (m) labor disputes or strikes, (n) failure or delay in transportation due to transportation workers strike or freight embargoes, (o) worldwide parts shortage(s) or rationing allocations, (p) shortage of labor, fuel, raw material or machinery, or (q) violent storms or unusually severe weather. If the delay is caused by a delay of Vendor’s subcontractor and if such delay arises out of causes beyond its reasonable control, and without its fault or negligence, Vendor shall not be liable for any delay in performance, excess costs or other damages unless the Product to be furnished by the Vendor or subcontractor was obtainable from other sources in sufficient time to permit Vendor to meet the required delivery schedules and at comparable prices. Vendor shall notify the State in writing after it becomes aware of any confirmed Force Majeure event. If the original delivery schedule is overcome by the Force Majeure event, then the Parties agree to negotiate in good faith a revised delivery schedule.

Contract: Standard Business Terms and Conditions V.20.1

Should either Party be unable to fulfill a material part of its obligations under an Order for a period in excess of sixty (60) calendar days due to circumstances beyond its reasonable control as described above, either Party may at its sole discretion terminate the Order for convenience by written notice. Upon either resolution of the Force Majeure event or termination as described, the Parties shall proceed in good faith to negotiate a resolution regarding the effect of the Force Majeure, the termination, and/or any further performance.

For purposes of this contract, COVID-19 related delays are considered events falling under this article. Any and all delivery periods, for any and all performance requirements, in this contract are notional given that the COVID-19 pandemic and the uncertainties concerning its spread, duration, impact and actions or inactions of various government authorities vary and cannot be predicted. Vendor’s ability to perform in a timely manner is dependent upon factors such as the availability of its workforce to continue working due to potential temporary closure of our facilities or the facilities of our customers or suppliers, as well as disruptions to the supply chain and shipping industry and site accessibility and quarantine requirements. Once the matter has subsided and stabilized, and the supply chain and shipping companies have re-established reliable delivery times, the contract delivery periods shall be amended as necessary to reflect firm commitments.

In any case, the parties shall provide all reasonable efforts to mitigate such consequences and propose, possible workaround solutions.

4.8 CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential or proprietary data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor and State 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 proprietary data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction.

The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

Contract: Standard Business Terms and Conditions V.20.1

4.9 COPYRIGHT AND SOFTWARE LICENSE: Vendor grants to the State and its customer (as applicable), including State’s and its customer’s subcontractors associated with the Order, a non-exclusive, non-transferable, irrevocable, royalty-free license to use and reproduce in whole or in part copyrighted standard commercial documentation provided with the Product(s) for the limited purposes of conducting training and/or to facilitate operation and maintenance of Vendor’s Product(s).

As applicable, software will be licensed in accordance with the license provided with the Product. If no software license is provided and the Product contains software or firmware, then Vendor grants to the State and State’s customer (if applicable), a nonexclusive, revocable, royalty-free, restricted license to use such software or firmware and any related documentation only for the purpose of operating and maintaining the equipment on which it is installed. The software is proprietary information of Vendor.

Vendor retains title to all software except that which is licensed to it by third parties.

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 (collectively “Claims”), 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, and in either (a), (b), (c), or (d) above, provided that the Vendor is notified promptly by the State in writing of any such Claims and at its expense is given information and assistance by the State that is necessary for defending, resolving, or otherwise handling any such Claims. 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.

Notwithstanding any other provisions or language in these Terms or in an Order to the contrary, in no event shall Vendor’s total liability under an Order (including breach of contract actions or any action arising in tort) exceed the not to exceed value of this contract. Neither Party shall be liable for incidental, special, consequential, indirect or punitive damages arising from any loss, damage, expense or injury sustained from or in connection with the sale, installation, use, service or failure of any product sold thereunder, or any defect therein, or from any other cause.

Contract: Standard Business Terms and Conditions V.20.1

4.11 INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State.

Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

4.13 SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract.

Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.14 COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, and Federal circulars. The State shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract. The State assumes responsibility for securing and paying for any satellite, radio or wireless antenna communication type approval certifications or homologations that may be required. In addition, the State shall bear sole responsibility to secure and pay for all local certifications or licenses deemed necessary for the operation of the Products and for related connections of such Products to electrical, gas, or other utilities.

4.15 BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16 APPLICABLE LAW:

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

Contract: Standard Business Terms and Conditions V.20.1

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

4.16.3 COURT OF CLAIMS; ARBITRATION: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1.

The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4 OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

4.17 ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18 CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19 EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

4.20 NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21 MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this http://www.ilga.gov/legislation/ilcs/ilcs.asp

Contract: Standard Business Terms and Conditions V.20.1 contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination.

4.22 PERFORMANCE RECORD / SUSPENSION: As agreed by the Parties, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.23 FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

4.24 SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel. The State shall provide a written security plan upon request of Vendor, and the State shall take reasonable steps to execute and maintain safe and secure work conditions for the duration of Vendor’s site work. Vendor reserves the right to stop work immediately if it deems the site to have a security concern. Vendor also agrees to conduct site work in accordance with Vendor’s standard commercial practices and any safety plan deliverables that may be a part of the Order.

4.25 WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Equipment.

4.25.1.1 All Vendor equipment shall conform to Vendor's applicable specifications and are warranted against defects in materials and workmanship for a period of one (1) year from the date of shipment or a longer period is specified and agreed in the Order or in the equipment’s published documentation. Clauses 4.25.1.4 or 4.25.1.5 apply to orders for standard or slightly modified price list items. If a defect arises during the warranty period, Vendor will, at its option, repair and return such equipment from its factory at no charge, or ship functionally-equivalent replacement equipment at no charge (FOB Destination delivery terms). Before the State returns any equipment, the State must contact Vendor’s customer service representative and provide proof of purchase and details of the alleged defect. Vendor will provide Return Material Authorization (RMA) instructions and confirmation of warranty coverage. The defective equipment must be returned to Vendor’s facility within the period specified in the RMA

Contract: Standard Business Terms and Conditions V.20.1 instructions at the State’s expense. Vendor shall warrant all repaired or replaced equipment for ninety (90) calendar days from the return shipment date to the State or the remaining warranty term, whichever is longer. Vendor's total liability is limited to the original purchase price of the defective equipment.

4.25.1.2 This warranty does not apply to any equipment which Vendor determines has been subjected, by the State or otherwise, to (a) testing for other than specified electrical characteristics, (b) operating and/or environmental conditions in excess of the maximum values established, (c) lightning strike, (d) mishandling, abuse, misuse, or neglect, (e) improper installation, testing, repair, maintenance, alteration, modification, damage, assembly or processing that alters physical or electrical properties, (f) shipment by rail when special rail packing was not purchased, or (g) other causes that are not defects in materials or workmanship.

4.25.1.3 Vendor's warranty will not be enlarged by and no obligation or liability will arise out of Vendor's rendering of technical advice or provision of facilities in connection with any equipment sold hereunder.

4.25.1.4 Three (3) Year Warranty - Standard or Slightly Modified Price List Items.

The following Vendor-manufactured items carry a three (3) year warranty from the date of shipment. This warranty shall also cover any associated spares purchased under the same Order and at the same time as the items referenced in this sub-clause:

• Solid State Power Amplifiers (SSPAs),

• Solid State Power BUCs (SSPBs),

• Low Noise Amplifiers (LNAs),

• Line Drive Amplifiers (LDAs),

• Low Noise Block Converters (LNBs),

• Block Up Converters (BUCs),

• Block Down Converters (BDCs),

• Redundant Controllers,

• Amplifier Power Supply & Monitors,

• Rack Mount References (RMRs),

• Antenna Control Systems (ACS) for fixed antenna applications,

• Tracking Receivers for fixed antenna applications, and

• Medium-Large Fixed Antennas [sizes 3.8-meter to 16.4-meter but excluding Very Small Aperture Terminals (VSATs)].

4.25.1.5 Five (5) Year Warranty - Standard or Slightly Modified Price List Items.

Contract: Standard Business Terms and Conditions V.20.1

The following Vendor-manufactured items carry a five (5) year warranty from the date of shipment. Medium-Large Fixed Antennas purchased under the same Order and at the same time with Vendor’s installation and testing services. Such purchased services must cover all Vendor-manufactured deliverable equipment and must use Vendor’s employees and/or subcontractors. For example, if the State purchases a Medium-Large Fixed Antenna with an ACS, then, to qualify for the 5-year warranty, the State’s Order must include Vendor’s installation of such equipment plus testing inclusive of mechanical alignment tests of the antenna reflectors and tests of the ACS. Purchase of Radio Frequency (RF) testing is not required to qualify for this warranty. As further clarification, this 5-year warranty also extends to any other Vendor-manufactured equipment purchased under the same Order and at the same time with a Medium-Large Fixed Antenna. This 5-year warranty does not apply to purchases of Medium-Large Fixed Antennas with supervision-only or supervision plus testing-only services.

4.25.2. Software. Vendor warrants that under normal use, the Software shall perform the functions specified in its documentation. If the Software’s functional performance does not materially conform to its documentation and Vendor is notified in writing and provided proof of purchase within ninety (90) days from the purchase date, then Vendor shall replace the Software as the State's exclusive remedy.

4.25.3. Services. Vendor warrants that its employees assigned to perform the Services hereunder shall have the proper skill, training and background to perform in a competent and professional manner and that all work will be performed in accordance with the applicable statement of work. VENDOR EXPRESSLY

DISCLAIMS ANY WARRANTY RELATED TO TESTING OR SERVICES PROVIDED

UNDER THE ORDER INCLUDING ANY EXPRESS, IMPLIED OR STATUTORY

WARRANTY, OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE.

4.25.4. THIS WARRANTY EXTENDS TO THE STATE ONLY AND MAY BE INVOKED ONLY BY

THE STATE ON BEHALF OF ITS CUSTOMERS. VENDOR WILL NOT ACCEPT

WARRANTY RETURNS DIRECTLY FROM THE STATE'S CUSTOMERS OR USERS OF

THE STATE'S PRODUCTS. THIS WARRANTY IS IN LIEU OF ALL OTHER

WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, WHETHER

EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF

MERCHANTABILITY OR FITNESS, ALL OF WHICH ARE HEREBY EXPRESSLY

EXCLUDED.

Contract: Standard Business Terms and Conditions V.20.1

4.26 REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform this contract.

4.27 EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

The Vendor is required to report to Central Management Services – Bureau of Strategic Sourcing (BOSS) an annual report on the hiring of Veterans and Ex-Offenders, this report must be sent by September 30th of every year. The report shall be attached and sent to the following email address: CMS.BOSS.Sourcing@illinois.gov.

mailto:CMS.BOSS.Sourcing@illinois.gov

Contract: State Supplemental Provisions V.20.1

5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

Required Federal Clauses, Certifications and Assurances

Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

Agency Specific Terms and Conditions

Other (describe)

5.1. COVID-19 PROTECTIONS: In response to the COVID-19 pandemic, Governor J.B. Pritzker issued Executive Order 2021-22 and 2021-23. These Executive Orders mandate certain contractors shall use face coverings, have COVID-19 vaccinations, or undergo testing for COVID-19 when in indoor public places, Health Care Facilities, Schools, Institutions of Higher Education, and State-owned and operated congregate facilities. Vendor shall adhere to the requirements of these Executive Orders as applied by the Agency. The Agency may also implement vaccination or testing requirements that exceed those in the Executive Orders.

Contract: State Supplemental Provisions V.20.1

Exhibit A

Quote(s)

Bryan McCurry

+1-972-852-5274

Address Purchase Order To :

CPI Satcom

& Antenna Technologies Inc.

2600 N. Longview Street

Kilgore, TX 75662 USA bryan.mccurry@cpii.com

Name: Aubrey Troesch

Company: Illinois Office of Communication & Information

120 West Jefferson St

3rd Floor

Springfield, IL 62702

Tel: (217) 785-5499

Email: Aubrey.Troesch@Illinois.gov

Reference: (1) 4.8m Ku-Band - One Trip Installation

Quote No: BTM-1021-39252 - 3

Issue Date: 28-Mar-22

Valid Until: 01-May-22

QUOTATION

Product Details

Item P/N Description Delivery (DAAO) Qty Customer

Price Extended Price

1 480006-2421 4.8 KP - 4.8 meter Compact Cassegrain Antenna

* Ku-band, 4-Port, Linear Polarized 120V Deice Feed

* 2 TX (13.75 - 14.50 GHz)

* 2 RX (10.70 - 12.75 GHz)

* Kingpost Pedestal - Galvanized

* Jackscrews in Azimuth (120°) & Elevation (0°-90°)

* Reflector - White Diffusive Painted Aluminum Panels

* Lightning Arresting rods

* RF Spec # 975-5047

75 1

2 480286-2424 TX Axis Crossover Waveguide for 4.8KP Ku-band 4 Port LINEAR

* Dual TX Run from Azimuth Axis to Feed Flange

* 1 KW Power Capability

* With 40dB Crossguide Coupler

* Ready To Go (RTG)

75 1

3 480350-34 Deiced Full Reflector, Feed and Subreflector for 4.8m Kingpost

* Electric Hot Air

* Model 1230 Deice Controller

* 208/120Vac 60Hz Low Temp

75 1

4 480408-34P Environmental Hub Kit (with Heater) for 4.8m (Painted)

* Front Rain Shield & Rear Hub Cover - Aluminum

* Utility Light, Duplex Outlet(s) , Hi/Lo Temp alarm T''stats

* Vent Fan and Heater with T''stat control.

* 208/120Vac 60Hz Low Temp

75 1

5 480401-01 Lightning Arresting Down Conductors

* Ready To Go (RTG)

75 1

6 021380-11 Feed Rain Blower for 4.8m Ku-band Low Temp

* Automatic, hub mounted controller

* Heated air and moisture probe

* 208/120Vac 60Hz Low Temp

75 1

Quote #: BTM-1021-39252 Page 1 of 5 https://cpicrm.satcom.local/CPISAT/CRMReports/viewer/drillopen.aspx?ID=%7Bd4d98f25-5120-ec11-b827-00505682531d%7D&OTC=1

7 480900-02 Export Packing for 4.8m

* Customer Furnished Ocean-Going Containers

75 1

8 480396-3334 Servo Interface Kit for 4.8m LINEAR for 25-bit Optical Encoders

* Drive Motors for AZ, EL and Pol

* Limit Switches

* Brackets for Mounting Limit Switches and Encoders

* Conduits and Cables

* Requires GDST Model 950 Antenna Control System

* 208/120Vac 60Hz Low Temp

75 1

9 063947-4060 RX Waveguide Integration Kit for 1:2 Redundant LNA/LNB System and Ku-band Linear Feed

* With 40dB Crossguide Coupler

* With 60dB TX Reject Filter

* Ready To Go (RTG)

75 1

10 UJB-01 Utility JBOX Installation in Hub 120V

* Required when a Rainblower and/or Aircraft Warning Light Kit is ordered, and a Environmental Hub Kit with or without heaters, is NOT ordered.

75 1

11 950 ACS Model 950 Antenna Control System: 7RU ACU;

Outdoor PDU; Feedback Kits; TRU Not Included *** 200 Volt Class Site Power *** Consisting Of:

* 950A-A7-XXXX-12 : 7RU ACU with copper and fiber ethernet

* 950A-PX-33YX-2SXXXXXF : PDU 200V; 3HP

Az/El; 1-Phase Pol Motor Support (no RC)

* 8200-02-4000-07 : Az Encoder Kit with 20 meter cable

* 8200-02-4000-07 : El Encoder Kit with 20 meter cable

* 8200-02-4000-03 : Pol Size 11 Resolver Kit with 75 ft cable

* 08-588-3002-01 : PMU with 10 ft cable

* 08-588-3006-01 : PMU 40 ft extension cable

* TRD695SCR-100 : 100 ft Cat6 Ethernet cable

75 1

12 550A-T4-2XXX-

550A Digital Tracking Receiver

* 4RU Chassis : User interface provided via 950A

ACU

* Dual input per bands

* L-Band: 950 to 2150 MHz

* Minimum signal input C/No. of 35 dB-Hz

* 0 to -94 dB beacon level range

* Real time spectral display

75 1

13 UPGRADE-LT Low Temperature Operation Upgrade 75 1

14 08-588-3140-02 950A MANUAL CTRL UNIT ASSY 75 1

15 8200-02-0021-

100 ft fiber cable, ACU/PDU and MCU 75 1

Total $170,363.00

Product Details

Item P/N Description Delivery (DAAO) Qty Customer

Price Extended Price

1 BRK12-AEX7N-

XXXE-RTG

Ku-Band 1:2 Redundant LNB System, External Ref, 50ohms, Type N(f) with ELNB-1007XHAN, 11.70-

12.20 GHz, 950-1450 MHz, 10.75 GHz, includes

offline I/O option. Add Cable Separately

30 1 $18,644.00 $18,644.00

2 ACAB-10899-

G100

100 feet of cable 30 1 $1,771.00 $1,771.00

Total $20,415.00

Quote #: BTM-1021-39252 Page 2 of 5

Quote Provisions:

One trip - Assumption is that the load frame has been pre-modified by Illinois OCI's contractor to allow installation of the new antenna. Disassembly of existing antenna and removal from site. Installation of new antenna on to the load frame and installation of ACS with assumptions as described below.

NTP timing functionality is included as standard in the 950 ACU and would employ an NTP server on the M&C network. The NTP server's IP address would be defined on the appropriate ACU screen so that the ACS knows where to pull the timing information from.

Notes:

Product Details

Item P/N Description Delivery (DAAO) Qty Customer

Price Extended Price

1 IFS-FSG 4.8m Turnkey Installation (Includes 5 year OEM Warranty) Including Removal of existing antenna (one or two trips to site optioned)

One trip - Assumption is that the load frame has been pre-modified by Illinois OCI's…