STATE OF ILLINOIS

CONTRACT

Department of Natural Resources Nursery Labor

Contract# ORC38171

State of Illinois IFB Contract: Title Page V.23.4

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 IPG Active Registered Vendor Disclosure)

☐ 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 ILLINOIS 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

Department of Natural Resources Nursery Labor

Contract# ORC38171

Contract: Title Page V.23.4 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

Department of Natural Resources Nursery Labor

Contract# ORC38171

State of Illinois IFB Contract: Signature Page V.23.4

VENDOR

Vendor Name: Second Nature, LLC Address (City/State/Zip): PO Box 30563, Pensacola, FL 32583

Signature: Phone: 850-549-7649

Printed Name: Makiah Fox Fax: N/A

Title: Owner/ Managing Director Email: makiah@secondnature-llc.com

Date: 09/13/2023

STATE OF ILLINOIS

Procuring Agency: Department of Natural Resources Phone: 309-535-2185 (Dave Horvath)

Street Address: One Natural Resources Way Fax: N/A

City, State ZIP: Springfield, IL 62702

Official Signature: Date:

Printed Name: Natalie Finnie

Official’s Title: Director

Legal Signature: Date:

Legal Printed Name: Renee Snow

Legal’s Title: General Counsel

Fiscal Signature: Date:

Fiscal’s Printed Name: Ellen S. King

Fiscal’s Title: Chief Fiscal Officer

Contract: State Use Only V.23.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #: 23-422DNR-RESCO-B-38171

• Project Title: Nursery Labor

• Contract #: ORC38171

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

• BidBuy / Bulletin Reference #: 23-422DNR-RESCO-B-38171

• BidBuy / Bulletin Publication Date:

• Award Code: A

• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

• Funding Source:

• Obligation #: ORC38171

• 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.23.4

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. GOAL: The Department of Natural Resources requires labor services to assist State Nursery Program operations at Mason State Nursery in Topeka, Illinois. The State Nursery Program supplies various programs administered by the Department with native Illinois ecotype plant material to advance the management, education, conservation, and protection of Illinois’ natural, recreational, and cultural resources.

1.2. SUPPLIES AND/OR SERVICES REQUIRED: To procure labor services for the State Nursery Program to: 1) hand harvest approximately 7,000 pounds of tree, shrub, prairie forb, and prairie grass seed annually at collection areas at Mason State Nursery; 2) hand weed approximately 285,790 lineal feet of seed beds annually at Mason State Nursery; 3) hand harvest, grade, sort, count, and package approximately 2 million prairie forb root stock, hardwood, shrub and conifer seedlings annually.

All work shall be done at Mason State Nursery, 17855 North County Road 2400E, Topeka, IL 61567.

1.2.1 Vendor shall provide labor to harvest approximately 7,000 pounds of seed from the below listed species of trees, shrubs, prairie forbs, and prairie grasses annually. These listed are not inclusive and species may be added or removed as deemed necessary by the Department.

1.2.1.1 Tree and Shrub Species

Pecan Persimmon Hackberry White Ash Gray Dogwood Silky Dogwood Hazelnut Wash. Hawthorn Am. Wild Plum Smooth Sumac Blackberry Elderberry Coralberry Black Chokeberry Redbud Red Osier Dogwood Fragrant Sumac Cockspur Hawthorn Bald Cypress Am. Cranberry Other Viburnums Nuttall Oak Scarlet Oak Paw Paw Shagbark Hickory Kingnut Hickory Tulip Tree Kentucky Coffee Tree Butternut Green Ash Black Walnut Red Cedar Sweetgum Black Cherry White Oak Bur Oak Pin Oak Red Oak Black Oak Swamp White Oak Cherrybark Oak Shumard Oak Chinkapin Oak Staghorn Sumac Sycamore Blackgum Overcup Oak Swamp Chestnut Oak

1.2.1.2 Prairie Forb Species

Nodding Wild Onion Lead Plant Sullivant’s Milkweed Butterfly Weed Smooth Aster New England Aster White Wild Indigo Cream Wild Indigo D. False Aster Feverfew Wild Hyacinth Prairie Cinquefoil Gray Hd. Coneflower Carolina Rose Black Eyed Susan Purple Prairie Clover Illinois Mimosa Pale Purple Coneflower Purple Coneflower Rattlesnake Master Western Sunflower Alum Root Kankakee Mallow Wild Blue Iris Rough Blazing Star Tall Gayfeather Spike Blazing Star

Contract: Description of Supplies and Services V.23.4

Wild Bergamot Spotted Bee Balm Indian Plantain Poppy Mallow Obedient Plant New Jersey Tea Lance Leaf Coreopsis Stiff Tickseed White Prairie Clover Royal Catchfly Rosin Weed Compass Plant Prairie Dock Rigid Goldenrod Shooting Star Spiderwort Golden Alexander Cinquefoil Cup Plant American Partridge

1.2.1.3 Prairie Grass Species

Big Bluestem Sideoats Grama Sand Love Grass Switch Grass Porcupine Grass Little Bluestem Indian Grass Northern Dropseed Eastern Gama Grass

1.2.1.4 Nursery personnel shall instruct the Vendor on the methods and techniques necessary to harvest the seed and monitor the overall quality of the seed being collected. Nursery personnel shall also weigh and record the amount of seed collected daily. Nursery shall provide containers for harvested seed and ladders or other equipment as necessary. Harvested seed shall be free of leaves, sticks, stems or other foreign material. Vendor is encouraged to find and try new methods that result in more efficient harvest operations.

1.2.1.5 Seed harvest begins in June and extends through October, with most species being collected during July, August, and September. Seed harvest may overlap or occur in conjunction with weeding.

1.2.2 Vendor shall provide labor to remove weeds from approximately 285,790 lineal feet of seed beds at Mason Nursery. Seed beds are approximately six (6) feet wide. Weeds may be removed by any method that is not detrimental to the seedling. Weeds shall be removed from seed beds, aisles and pathways, pipelines and bed ends. Depending upon the size of the weeds, Vendor may be asked to remove weeds from fields and pile them along road sides for removal by Nursery crews. All weeds shall be removed without disturbing the seedling crop.

1.2.2.1 Vendor shall weed seed beds a minimum of three (3) times each year. Weeding shall occur during the months of April, May, and June; however, this weeding schedule may change depending upon weather conditions. Nursery personnel shall perform spot checks on quality of work done. Poor quality may result in Vendor being asked to repeat the job.

1.2.3 Vendor shall provide labor to pull seedlings from seed bed, remove loose soil, and pack seedlings in metal carts/tubs or bulk boxes. Vendor shall provide labor to sort seedlings to size, count into bundles of 10, 25, or 50 and package these seedlings in quantities of 100, 250, or 500. These activities may take place separately or concurrently depending upon weather conditions, demand for plant material, and available cold storage space. Grading/packaging seedling activities shall take place indoors during the winter months when the ground is frozen.

Contract: Description of Supplies and Services V.23.4

1.2.3.1 At Mason State Nursery seedling harvest shall consist of hardwood, shrub, and conifer species and forb root stock. The main harvest period is late October through December, however additional harvesting shall occur in March or April.

1.2.3.2 In order for the Vendor to finish packaging the seedlings within the specified harvest periods, it shall be necessary for the Vendor to provide adequate labor to harvest, grade, sort, count, and package a minimum of 100,000 seedlings per day primarily due to the environmental window. If the Vendor exceeds this average, the Department may request the Vendor to package additional seedlings above the maximum contracted amount due to storage and transfer considerations within and between the two State Nurseries. Pricing for additional seedlings packages shall follow format identified in Section 2.1.2.

1.2.3.4 DNR Nursery personnel shall:

A. Provide training to Vendor’s crew chief and graders on seedling harvesting, sorting, and packaging techniques.

B. Utilize Department equipment to undercut and lift seedlings out of seed beds to assist with harvesting.

C. Provide and maintain supply of ungraded seedlings to graders.

D. Provide and maintain processing conveyors and strapping machines.

E. Provide and maintain supply of rubber bands, tape, or banding material for banding trees into bundles.

F. Provide and maintain supply of wrapping paper, absorbent paper, markers, strapping tools and strapping for packaging seedlings.

G. Provide and maintain supply of metal carts/tubs or bulk boxes for Vendor’s use to package seedlings for placement in on-site cold storage.

H. Transport packaged seedlings into cold storage.

I. Perform equipment repairs within 24 hours or shall notify Vendor if repairs will extend beyond 24 hours and when such repairs are expected to be completed.

J. Perform spot checks on quality of work done and correctness of seedling count and grade. Issues shall be reported to the Vendor’s crew chief for correction. If problems persist, Nursery personnel shall shut down processing until assurance from the Vendor that the problem has been corrected. In the event of continuing problems with quality of seedling grading, counting, or packaging Nursery personnel may, at its sole discretion, require re-processing of deficient bundles.

Re-processing due to deficiencies shall be completed at no additional cost to DNR.

Contract: Description of Supplies and Services V.23.4

1.2.4 WORK SCHEDULES: Vendor shall perform work during the Department’s normal work schedule and holiday schedule. The normal work week shall be Monday through Friday with hours of operation from 8:00 a.m. to 4:00 p.m. If extended hours are required, the Department shall provide the Vendor at least four (4) hours’ notice. If weekend work is necessary, the Department shall give notice by 2:00 p.m.

on Friday.

1.2.4.1 The Department observes the following State Holidays:

January New Year’s Day; Martin Luther King Day February Lincoln’s Birthday; Washington’s Birthday/President’s Day May Memorial Day June Juneteenth July Independence Day September Labor Day October Columbus Day November Veterans Day; Thanksgiving (2 days) December Christmas Day

1.2.4.2 The Vendor may request to work outside of the Department’s normal work schedule, including evenings and weekends, with prior approval by the Department. Demand for plant material, availability of nursery personnel, cold storage space and other factors such as weather shall be considered prior to approving the Vendor’s request for work outside normal work hours and holidays. The failure of the Vendor to supply adequate labor to perform the work shall not be an acceptable reason for the Vendor to request additional evening or weekend hours.

1.2.4.3 Seed harvest begins in June and extends through October, with most species being collected during July, August, and September. Seed harvest may overlap or occur in conjunction with weeding.

1.2.4.4 Seed beds shall be weeded a minimum of three (3) times each year. Weeding shall occur during the months of April, May, and June; however, this weeding schedule may change depending upon weather conditions.

1.2.4.5 At Mason State Nursery the main seedling harvest period is late October through December however additional harvesting shall occur in March or April

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.

1.3. MILESTONES AND DELIVERABLES: Vendor shall not perform services, provide supplies or incur expenses in amount exceeding the amount shown in this contract, unless the State has authorized a higher amount in writing prior to the Vendor performing the services, providing the supplies, or incurring the expenses

Contract: Description of Supplies and Services V.23.4

1.4. VENDOR / STAFF SPECIFICATIONS: Vendor shall have the expertise, staff, and equipment to complete the services in the time frame provided.

1.4.1 Vendor shall furnish labor and supervision required to complete the work in the time frame specified per standards outlined in this section.

1.4.2 Furnished Supplies and Materials. Vendor shall be responsible for furnishing employees with gloves and other personal protective equipment necessary to complete the work and meet OSHA requirements and worker protection standards. Vendor shall also be responsible for training employees to meet worker protection standards.

1.4.3 Responsibility for Cleanup of Work Area. Vendor shall clean the area surrounding employees work areas daily. It will be necessary to provide some cleaning throughout the day as well as a thorough cleaning at the end of the day to avoid having excess soil and clay buildup around work areas to maintain efficient activity and to ensure workers’ safety.

1.4.4 Building Access. Vendor and Vendor’s employees shall be permitted use only of those areas (ex.

packing building, roads, parking area, rest rooms, and lunchroom) of the nursery complex necessary for completion of this contract. The Department shall approve any exceptions.

1.4.5 Packaging. In order for the Vendor to finish packaging the seedlings within the specified harvest periods, it shall be necessary for the Vendor to provide adequate labor to harvest, grade, sort, count, and package a minimum of 100,000 seedlings per day primarily due to the environmental window. If the Vendor exceeds this average, the Department may request the Vendor to package additional seedlings above the maximum contracted amount due to storage considerations.

Pricing for additional seedlings packages shall follow format identified in Section 2.1.2.

1.4.6 Training. The Department’s Project Manager or his designee shall provide training to the Vendor or Vendor’s representative on all work expected by the Vendor within two (2) weeks after contract execution. Thereafter, the Vendor shall train Vendor’s employees on all aspects of the work. A Department designated nursery representative shall be available after the training to answer additional Vendor questions.

1.4.7 Vendor shall be responsible for compliance with all federal, state, local laws and regulations regarding labor. In the event the Vendor recruits, solicits, furnishes, employs, terminates or transports any migrant or seasonal agricultural worker, Vendor shall provide the Illinois Department of Natural Resources a current Certificate of Registration specifically authorizing the Vendor to perform the services outlined in the contract. See Section 1.5 Special Terms and Conditions for details. It is expressly agreed by the Vendor and Illinois Department of Natural Resources that neither party is entering an agreement of Joint Responsibility as defined in the Migrant and Seasonal Agricultural Worker Protection Act and the Fair Labor Standards Act.

1.4.7.1 Vendor shall direct employees how, where, and when the job shall be done and shall provide all necessary supervision of employees.

Contract: Description of Supplies and Services V.23.4

1.4.7.2 Vendor shall determine the pay rate and method of payment to employees.

1.4.7.3 Vendor shall be completely responsible for hiring, terminating, and modifying the employment conditions of employees.

1.4.7.4 Vendor shall prepare payroll, pay wages, and maintain payroll records of employees.

1.4.7.5 Vendor shall provide all personal protective equipment for employees. Vendor shall provide a vehicle(s) for Vendor crew use at the site for the purpose of transportation within the nursery.

1.4.8 Vendor shall provide a minimum of three (3) total references from established firms or government agencies for whom Vendor has performed nursery services, other than the procuring agency, that can attest to Vendor’s experience and ability to perform the contract that is the subject of this solicitation. References should be provided in a separate attachment at the time of bid in the following format and shall include:

a. Firm/Government Agency/University (name)

b. Contact Person (name, address, phone, and email address)

c. Date of Supplies/Services Provided

d. Type of Supplies/Services Provided

1.5. SPECIAL TERMS AND CONDITIONS

1.5.1 Protection of State Buildings, Equipment, and Vegetation: Vendor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on Department sites. If the Vendor’s failure to use reasonable care causes damage to any of this property, the Vendor shall replace or repair the damage at no expense to the Department. If the Vendor fails or refuses to make such repair or replacement, the Vendor shall be liable for the cost which may be deducted from the contract payment.

1.5.2 Employment of Eligible Workers:

1.5.2.1 Section 274A of the Immigration and Nationality Act (8 USC 1324a) makes it unlawful for an employer to hire unauthorized aliens. The Immigration and Naturalization Service (INS) has established the Form I-9, Employment Eligibility Verification Form, as the document to be used for employment eligibility verification (8 CFR 274a).

1.5.2.2 Vendor shall: (1) have all employees complete and sign Form I-9 to certify that they are eligible for employment; (2) examine documents presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the

Contract: Description of Supplies and Services V.23.4 documents on the form, and complete the certification portion of the form; (4) retain the form for 3 years, or 1 year past the end of employment of the individual, whichever is longer.

1.5.2.3 It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual’s national origin or citizenship status.

1.5.2.4 Compliance with Section 274A of the Immigration and Nationality Act (8 U.S.C. 1324a) is a material condition of the contract. If the Vendor employs unauthorized workers during contract performance in violation of section 274A, the State may terminate the contract, in addition to other remedies or penalties prescribed by law. For further information on the requirements of the Act, Vendor shall contact the Employer and Labor Relations Officer of their local Immigration and Naturalization Service (INS) office.

1.5.3 Labor Standards for Contracts Involving Migrant and Seasonal Agricultural Workers:

1.5.3.1 General. This contract is subject to Migrant and Seasonal Agricultural Workers Protection Act (MSPA) (29 U.S.C 1801-1872) and to Department of Labor regulations implementing MSPA (29 CFR 500). The purpose of MSPA is to eliminate activities that are detrimental to migrant and seasonal agricultural workers, to require registration of farm labor contractors, and to ensure necessary protections for the workers. In addition to traditional farm labor activities, the Act applies to predominately manual forestry work including, but not limited to, tree planting, release, pre-commercial thinning, site preparation, and wildland firefighting.

1.5.3.2 Definitions.

1.5.3.2.1 “Migrant Agricultural Worker” and “Seasonal Agricultural Worker”, as used in this clause, mean individuals employed in agricultural (including forestry) work on a seasonal or temporary basis. A worker who moves from one seasonal activity to another is employed on a seasonal basis even though the worker may continue to be employed during a major portion of the year. Migrant workers are required to be absent overnight from their permanent place of residence. Seasonal workers are not required to be absent overnight from their permanent place of residence. Members of the Vendor’s immediate family are not considered to be either migrant or seasonal workers.

1.5.3.2.2 “Immediate Family” includes only (1) spouse; (2) children, stepchildren, or foster children; (3) parents, step-parents, or foster parents; (4) brothers and sisters.

1.5.3.2.3 “Farm Labor Contractor”, as used in this clause, means an individual who, for any money or other valuable consideration, paid or promised to be paid, performs any recruiting, soliciting, hiring, employing, furnishing, or transporting of any migrant or seasonal agricultural worker.

1.5.3.3 Registration Requirement. Any Vendor who provides or hires migrant or seasonal workers to perform agricultural or manual forestry work shall first obtain a Certificate of

Contract: Description of Supplies and Services V.23.4

Registration from the Department of Labor or an authorized State agency. The Vendor shall carry the Certificate at all times while engaged in contract performance and shall display it upon request. Any of the Vendor’s employees who perform any one or more of the activities defined for a “Farm Labor Contractor” in Section 1.5.3.2.3 must have their own Farm Labor Contractor Employee Certificate.

1.5.3.4 Worker Protections. The Vendor shall comply with the following protections and standards related to wage disclosure, record keeping, vehicle safety and housing:

1.5.3.4.1 The Vendor shall display and maintain at the place of employment the Migrant and Seasonal Agricultural Workers Protection Act (MSPA) poster provided by the Department of Labor.

1.5.3.4.2 Wage and Payroll Standards

A. The Vendor shall disclose in writing to each worker in a language Common to the worker the full terms of their employment, including workers compensation information, at the time they are recruited or hired. The Department of Labor provides an optional form WH-516 for the Vendor’s use in disclosure.

B. The Vendor must keep the following payroll records for each employee:

name; address; social security number; basis for wages (i.e. per hour, per tree, per acre); number of units earned if paid on a per unit basis; hours worked; total pay; withholdings and purpose for each; and net pay. Payroll records shall be retained for three (3) years.

C. Payments must be made no less frequently than every two (2) weeks or semi-monthly. At the time of each payment, the Vendor shall provide to the employee a written itemization of the information listed in Section B. above and shall include the employer’s tax identification number.

D. If paid on a piece rate basis, the employee’s wage must be at least equivalent to the required hourly wage for the hours worked, including overtime differential for time in excess of 40 hours per week.

E. Vendor shall contact their local Wage and Hour Division of the Department of Labor for additional information on the requirements of the Act.

1.5.3.4.3 Motor Vehicle Safety:

A. The Vendor must be registered to transport employees, unless employees provide their own transportation or car pool by their own arrangement in one of their own vehicles. The authorization to transport

Contract: Description of Supplies and Services V.23.4 employees must appear on the Vendor’s Certificate. If the Vendor directs or requests employees to car pool, the registration requirement is still applicable. Any driver who transports workers for a fee or at the direction of the Vendor must be registered as a Farm Labor Contractor or a Farm Labor Contractor Employee.

B. Any vehicle under the ownership or control of the Vendor shall comply with safety standards applicable to that vehicle. Generally, passenger vehicles or station wagons must comply with Department of Labor regulations at 29 CFR 500.104. Vehicles other than passenger vehicles or station wagons which are driven more than 75 miles must comply with Department of Transportation Regulations at 29 CFR 500.105. All drivers must have a current, valid driver’s license. Each vehicle under the ownership or control of the Vendor which is used to transport any migrant or seasonal agricultural worker shall be covered by vehicle insurance of $100,000 per seat (maximum $5,000,000).

C. A worker’s compensation policy which covers the workers while being transported plus an additional property damage policy for $50,000 for loss or damage in any one accident to the property of others may be substituted for the vehicle insurance requirement.

1.5.3.4.4 Housing:

A. If Vendor is providing housing, the Vendor shall house workers only in a commercial establishment or a facility that has been certified by a health authority or other appropriate agency. The Vendor must post the certificate of occupancy at the housing site.

B. The authorization to furnish housing, other than commercial lodging, must appear on the Vendor’s Certificate.

1.5.4 Migrant and Seasonal Agricultural Worker Protection Act Registration:

1.5.4.1 The Migrant and Seasonal Agricultural Worker Protection Act (MSPA) (29 U.S.C. 1801- 1872) and implementing regulations issued by the Department of Labor (29 CFR 500) require any employer who hires or anticipates hiring employees subject to MSPA to obtain an MSPA registration number.

1.5.4.2 If the Vendor employs or anticipates hiring employees subject to MSPA, the Vendor shall provide a valid U.S. Department of Labor MSPA Registration Number to the

Agency’s Contract Officer within 30 days (30 days unless a shorter time is specified) after notification of award of the contract.

1.5.4.3 The State may request a copy of the MSPA registration at any time during contract

Contract: Description of Supplies and Services V.23.4 performance if it appears that the Vendor is employing workers subject to MSPA.

Immediately upon request, the Vendor shall display its MSPA registration or state why it is exempt from MSPA.

1.5.4.4 Compliance with MSPA is a material condition of the contract. If the Vendor fails to provide a valid MSPA number in accordance with this clause, or falsely states that it is exempt from the MSPA, the State of Illinois may terminate the contract in addition to other remedies or penalties prescribed by law.

1.5.5 Drug Free Workplace: The Vendor acknowledges and certifies that while performing services on State property the following are prohibited by the Vendor, Vendor’s employees and agents. (See Also State of Illinois Standard Certifications)

1.5.5.1 The unlawful manufacture, distribution, dispensing, possession or use of alcohol or controlled substances; and

1.5.5.2 Any impairment or incapacitation from the use of alcohol or controlled substances.

1.6. TRANSPORTATION AND DELIVER: Not applicable to this contract.

1.7. SUBCONTRACTING

Subcontractors are allowed.

1.7.1. Will subcontractors be utilized? Yes No

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

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

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

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Contract: Description of Supplies and Services V.23.4

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.

1.7.3. 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.

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

1.8. 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.

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.

1.9. 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.

Contract: Description of Supplies and Services V.23.4

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: Mason State Nursery, Topeka, IL

Value of services performed at this location: 100%

Contract: Pricing V.23.4

2. PRICING

2.1 FORMAT OF PRICING:

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

2.2 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.

2.3 VENDOR’S PRICING: Enter pricing in the Items Tab 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.

2.5.1. Renewal Compensation: Vendor may request a modification of compensation 90 days prior to the proposed renewal term.

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

Contract: Term and Termination V.23.4

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term that shall commence January 1, 2024 or upon the last dated signature of the Parties, whichever is later, and shall terminate 24 months from contract execution. 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:

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

3.2.2. Pricing for the renewal term(s), or the formula for determining price, is shown in the pricing section of this contract.

3.2.3. The State reserves the right to renew for a total of Three (3) years in any one of the following manners:

3.2.3.1 One renewal covering the entire renewal allowance;

3.2.3.2 Individual one-year renewals up to and including the entire renewal allowance; or

3.2.3.3 Any combination of full or partial year renewals up to and including the entire renewal allowance.

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.

Contract: Term and Termination V.23.4

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either:

(a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

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

3.4 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.

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.

3.5 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 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.23.4

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1 PAYMENT TERMS AND CONDITIONS:

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

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

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

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

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

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

4.1.6.1 Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the https://labor.illinois.gov/

Contract: Standard Business Terms and Conditions V.23.4 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: IDNR – Mason State Nursery

Attn: Dave Horvath

Address: 17855 N County Rd 2400 East

City, State Zip Topeka, IL 61567

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

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

4.3 SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen

(15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20- 120.

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

Contract: Standard Business Terms and Conditions V.23.4 for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

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

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

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

The foregoing obligations shall not apply to confidential data or information lawfully in

Contract: Standard Business Terms and Conditions V.23.4 the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

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

4.10 INDEMNIFICATION AND LIABILITY: 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 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

Contract: Standard Business Terms and Conditions V.23.4

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