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

State of Illinois Contract v.25.4

Department of Natural Resources Contract ORC54517 Sunfish for Statewide Urban Fishing Program

27-422DNR-RESCO-B-54517

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

1. SCOPE OF WORK

1.1 OVERVIEW AND PURPOSE: To establish an agency specific contract to enable the Illinois Department of Natural Resources (DNR) to purchase live hybrid Sunfish for the Urban Fishing Program and special events.

1.2 SUPPLIES AND/OR SERVICES REQUIRED: Vendor shall provide live bluegill/green sunfish hybrid (Lepomis macrochirus x Lepomis cyanellus) of fish length range of 4”-6” with no more than 20% of fish outside that range. Vendor shall deliver hybrid sunfish to Chicago Park Lagoons, Northeast Illinois, Northwest Illinois, Central Illinois, Southern Illinois and special events statewide.

Bluegill for Special Events: Vendor shall also provide additional (40,000) live bluegill/green sunfish hybrids of fish length range of 4”-6” with no more than 20% of fish outside that range. Deliveries in 2027 and subsequent years under this contract may be delivered statewide in no more than 10 batches of no less than 1000 fish TBD and coordinated with no less than 21-day notice of delivery date/location.

1.2.1 Quantities:

The Illinois Department of Natural Resources reserves the right to increase or decrease fish quantities specified by twenty (20) percent of total numbers or transfer deliveries from one program location to another throughout the contract period.

The listing of delivery locations and quantities in the tables below are estimates based on annual needs.

Approximate delivery dates and number of fish (2027 and subsequent years):

Northeast Illinois Total:

18,435

Approximate delivery dates and number of fish (2027 and subsequent years):

Northwest Illinois Total:

Approximate delivery dates and number of fish:

Week of June 1 4 Water Areas 5,080

Central Illinois Total:

33642

*State Fair Kid’s Fishing Pond stocked Thursday before Fair, Tuesday, and Friday

Southern Illinois Total:

25,100

* State Fair Kid’s Fishing Pond stocked Friday before Fair (1200), Tuesday (600), and Saturday (600)

1.2.7 Delivery Locations And Quantities for Special Events:

Special Events will take place statewide and at times to be determined and requested no less than 21 days in advance in coordination with the vendor. Deliveries in 2027 and subsequent years would be statewide and TBD not to exceed 10 locations in any given year.

Approximate delivery dates and number of fish (2027 and subsequent years):

A total of 40,000 fish annually at locations (not to exceed 10 locations) TBD annually with no less than 21 days prior to delivery.

Vendor will be notified by the urban fishing coordinator, or his representative, of exact dates and instructions for access to sites.

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:

1.3.1 Fish Viability and Guarantee:

Fish shall be delivered in an unmarked, healthy condition. The program coordinator, or his representative, has the authority to reject any or all of a load, if the fish are considered to be in poor condition. A maximum of two (2) percent mortality by weight stocked shall be accepted. If mortality by weight stocked exceeds two (2) percent, vendor shall include that amount in the next delivery at the vendor’s expense, or, if a large mortality occurs, may necessitate an additional stocking at the vendor’s expense.

Cause of any delayed mortality shall be determined by program coordinator, DNR fisheries biologists or DNR fish pathologist. The Vendor’s guarantee extends three days (72) hours beyond each delivery date. Carcasses shall be collected, enumerated and recorded by program staff. Data shall be retained to verify weights to the Vendor. Visible dead or morbid fish are a major detriment to an effective urban fishing program; they repel anglers and instill fears of pollution. Recurring mortality over ten (10) percent as a result of poor handling or delivery techniques shall constitute failure to perform per contract specifications.

1.3.2 Contaminant Free Certification:

The Vendor shall guarantee that fish sold and transported to sites in the State of Illinois comply fully with the U.S. Food & Drug Administration requirements for acceptability in interstate transfer and are not in any way adulterated within the meaning of the federal Food, Drug and Cosmetic Act

1.4 VENDOR/STAFF SPECIFICATIONS: Vendor shall meet the license and permit requirements identified below and have the expertise, equipment and supplies to complete orders in the time frame specified.

1.4.1 Resident Vendor:

Vendor should submit with their bid document a copy of Illinois Aquaculture Permit if the fish are raised in the vendor’s facility or a copy of Illinois Resident (retail or wholesale) Aquatic Life Dealer’s License if Vendor is acting as a broker. These are annual permits with a fee and expire on 3/31 of each year.

For questions regarding the Aquaculture Permit or Resident Aquatic Life Dealer License, call DNR (217) 558-4743 or dnr.aquaculture@illinois.gov.

To purchase an Aquaculture Permit or Resident Aquatic Life Dealer License online or locate a vendor, https://www2.illinois.gov/dnr/LPR/Pages/OtherLicensesPermitsFees.aspx.

1.4.2 Non-Resident Vendor:

Prior to contact execution, Vendor shall obtain a Non-resident Aquatic Life Dealer License which allows a non-resident of Illinois to sell or ship to other wholesalers, retailers or consumers in Illinois any protected aquatic life. This is an annual permit with a fee and expires on 3/31 of each year.

For questions regarding the Non-Resident Aquatic Life Dealer License, call DNR (217) 558-4743 or dnr.aquaculture@illinois.gov.

To purchase a Non-Resident Aquatic Life Dealer License online or locate a vendor, https://www2.illinois.gov/dnr/LPR/Pages/OtherLicensesPermitsFees.aspx.

1.5 TRANSPORTATION AND DELIVERY:

1.5.1 Orders:

Awards shall be made to the responsive/responsible low bidder by line item for each ship to location. After awards are made and contracts are fully executed, orders will be placed via an as needed basis throughout the contract term using the attached order form (Attachment A).

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.

1.5.2 Specific Delivery Instructions:

Deliveries shall consist of a fish length range of 4”-6” with no more than 20% of fish outside that range.

The urban fishing program functions are closely coordinated around scheduled fish deliveries. Specific delivery dates shall be arranged after awarding the contract. The Vendor shall be expected to strictly adhere to the delivery schedule. Schedule changes shall be approved by the DNR program coordinator at least 48 hours in advance of the delivery date. Equipment breakdowns or accidents in route from source of fish procurement to the fishing sites are exceptions and will be excused; however, the Vendor or his driver shall notify the program coordinator or the authorities at DNR Headquarters in Springfield, Illinois, as soon as the emergency occurs. Two unexcused delayed deliveries shall be construed as failure to perform the contract specifications. The Vendor shall provide all equipment and labor to safely and efficiently release fish and to temper truck water temperature to within 5 degrees Fahrenheit of the receiving waters temperature at time of stocking. Vendor shall provide the pump(s) to facilitate water tempering. The Vendor shall provide a fish release chute of at least 10 feet in length. Chute shall attach directly to the fish hauling tank(s) and provide for a safe and acceptable (to program coordinator) release of fish and water from hauling tank(s) into the waters.

No delivery shall be accepted unless the DNR program coordinator or his appointed representative are present when fish are released, and a signed confirmation of delivery is received at each site.

1.5.3 Delivery Numbers:

Total numbers per delivery shall be as specified on the delivery schedule. A form shall be provided for the Vendor on which it will specify fish loading numbers per stocking site. The Vendor shall sign this form testifying to the accuracy of the information provided prior to unloading. DNR personnel, or appointed representative, may count the entire load or randomly sample-weigh several compartments to verify reported numbers. Labor to assist DNR personnel or appointed representative in the counting procedure shall be provided by the DNR. Deviation shall be recorded, and payments adjusted to reflect differences. DNR shall not additionally compensate the Vendor for total numbers that exceed contract specifications.

Deliveries for less than 90% of the specified numbers are not acceptable, unless previously agreed upon.

1.6 SUBCONTRACTING:

Subcontractors are allowed.

1.6.1 Will subcontractors be utilized? |_| Yes |_| No

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

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

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

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

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

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

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

1.7 WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

· Location where services will be performed: Chicago Park Lagoons, Northeast Illinois, Northwest Illinois, Central Illinois, Southern Illinois and Statewide special event locations.

Value of services performed at this location: 100%

2 PRICING

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

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

2.2.1 Quantities are for estimated purposes only and are based on previous years orders. Anticipated future needs but may not reflect the actual number to be ordered.

2.2.2 Awards shall be made to the compliant low bidder(s) by line item.

2.3 ECONOMIC ADJUSTMENTS:

2.3.1 The agency reserves the right to allow or disallow an adjustment to freight/delivery costs. The agency formula for determining adjustments to freight/delivery of commodities/equipment shall be no greater than the allowable PPI as follows:

Maximum allowable adjustments shall be governed by the U.S. Bureau of Labor Statistics Producer Price Index (PPI) item number:

PCU484122484122 General freight trucking, long-distance LTL, not seasonally adjusted OR PCU484121484121 General freight trucking, long distance TL, not seasonally adjusted (whichever was the majority during the current length of the contract).

The base PPI published index will be determined by the month of the bid opening date.

The published PPI Index at the time of requested adjustment will be determined by the month and day the request is processed OR the last date published.

Adjustments are limited to once during a twelve (12) month period. No adjustment shall be made during the first 12 months of the contract.

It is the vendors’ responsibility to request this adjustment in writing.

The maximum allowable adjustment shall be calculated as follows:

Maximum Allowable Price= (A*D*C / B) + (A-{A*D))

A= Bid Price B = Base PPI index (defined by time of bid opening) C = Published PPI index at time of requested adjustment D= Adjustable percentage of bid price.

The U.S. Bureau of Labor Statistics web site can be located at HTTP://WWW.BLS.GOV/PPI

Should the referenced producer price index (PPI) become discontinued during the contract, it will be replaced by an appropriate alternative PPI chosen by IDNR and all adjustments will be calculated based on the same methodology as outlined above, but with data from the new replacement index.

Price adjustments shall only be applied to the portion of the bid price that is derived from the vendor's cost of freight for hauling fish. In the space below, specify what percentage of the bid price corresponds to freight for delivery of the fish.

_____ % This percent shall represent the adjustable portion of the bid price used to calculate the maximum allowable price adjustment.

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

2.4.1 Agency Formula for Determining Renewal Compensation:

Maximum allowable adjustments shall be governed by the U.S. Bureau of Labor Statistics Producer Price Index (PPI) item number:

29403252 Animal and Marine feed and fertilizer byproducts, except meat and bone meal.

The base PPI published index will be determined by the month of the bid opening date.

The published PPI Index at the time of requested adjustment will be determined by the month and day the renewal is processed.

No further adjustments will be made once the maximum allowable adjustment has been calculated for the renewal term.

The maximum allowable adjustment shall be calculated as follows:

Maximum Allowable Price= (A*D*C / B) + (A-{A*D))

A= Bid Price B = Base PPI index (defined by time of bid opening) C = Published PPI index at time of requested adjustment D= Adjustable percentage of bid price.

The U.S. Bureau of Labor Statistics web site can be located at HTTP://WWW.BLS.GOV/PPI Should the referenced producer price index (PPI) become discontinued during the contract, it will be replaced by an appropriate alternative PPI chosen by IDNR and all adjustments will be calculated based on the same methodology as outlined above, but with data from the new replacement index.

Price adjustments shall only be applied to the portion of the bid price that is derived from the vendor's cost of feeding the fish. In the space below, specify what percentage of the bid price corresponds to feeding the fish.

_____ % This percent shall represent the adjustable portion of the bid price used calculate the maximum allowable price adjustment.

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

3 TERM AND TERMINATION

3.3 TERM:

3.3.1 TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending two (2) years from contract execution. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.3.2 RENEWAL: The State reserves the right to renew for a total of three (3) years in any one of the following manners:

· One renewal covering the entire renewal allowance;

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

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

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

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

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

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

3.5 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.

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

4 STANDARD BUSINESS TERMS AND CONDITIONS

4.3 PAYMENT TERMS AND CONDITIONS:

4.3.1 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.

4.3.2 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.

4.3.3 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.

4.3.4 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.

4.3.5 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.

4.3.6 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.

4.3.6.1 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.

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

Send invoices to:

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

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

4.5 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.

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

4.7 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.

4.8 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.

4.9 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.

4.10 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 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.

4.11 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.

4.12 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 and 1973 Illinois Attorney General Opinion 78, 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.

4.13 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.

4.14 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.

4.15 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.

4.16 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, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.17 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.

4.18 APPLICABLE LAW:

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

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

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

4.18.4 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).

4.19 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.

4.20 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.

4.21 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.

4.22 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.

4.23 MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this 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. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.24 PERFORMANCE RECORD/SUSPENSION: Upon request of the State, 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.

4.25 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.

4.26 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.

4.27 WARRANTIES FOR SUPPLIES AND SERVICES:

4.27.1 Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

4.27.2 Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

4.27.3 Vendor warrants that all services will be performed to meet the requirements of this contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in accordance with this contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

4.28 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.

4.29 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.

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)

6 ATTACHMENTS

Attachment A – Order From

6.3 Vendor Disclosures (Formerly Forms A) or IPG Active Registered Vendor Disclosures (Formerly Forms B); including Illinois Procurement Gateway print-off if applicable

Department of Natural Resources Contract ORC54517 Sunfish for Statewide Urban Fishing Program

27-422DNR-RESCO-B-54517

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62702

Printed Name: Jim Montgomery

Official’s Title: Director

Legal Printed Name: Renee Snow

Legal’s Title: General Counsel

Fiscal’s Printed Name: Ellen S. King

Fiscal’s Title: Chief Fiscal Officer

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: B54517

· Project Title: Sunfish for Statewide Urban Fishing Program

· Contract #: ORC54517

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

· BidBuy / Bulletin Reference #: B54517

· BidBuy / Bulletin Publication Date:

· Award Code: A

· Subcontractor Utilization? |_| Yes |_|No Subcontractor Disclosure? |_| Yes |_|No

· Funding Source:

· Obligation #: ORC54517

· Other Preferences?

Attachment A Sunfish Order Form

AGENCY USE:

Location of fish delivery

Quantity of Fish Requested for Delivery

DNR Staff Coordinator Name

Phone Number and Email

Date that fish need delivered

Special instructions

VENDOR USE:

Vendor Comments (if needed).

Number of Fish Vendor can Provide (to be completed by Vendor)

Additional information from Vendor:

SIGNED ORDER FORM MUST BE EMAILED BACK TO THE DNR STAFF CONTACT WITHIN 7 DAYS OF RECEIPT.

DNR Staff Signature and Date:

Vendor Printed Name, Business Name, and Phone Number:

Vendor Signature and Date: