Union Co SFWA Well Repair Contract .docx

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

Illinois Department of Natural Resources Contract Union County SFWA Well Repair

26-422DNR-LNDMG-R-323914

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:

Union County SFWA encompasses approximately 6,200 acres in the Lower Mississippi River bottomlands. Numerous shallow sloughs and other water areas totaling approximately 1,100 acres are scattered throughout the area. Given the geographical and topological setting, a large population of waterfowl migrate to this site during the winter months. As such, Union County SFWAs management plan is largely focused on waterfowl management. This management plan includes flooding certain areas via irrigation wells and piping systems that allow the site to offer public hunting opportunities by providing 35 blinds and one (1) ADA accessible blind.

Just northeast of the Hunter Check Station along Timber Road, the site manages approximately 186 acres of controlled hunting area. Currently, one irrigation well and associated pump is responsible for flooding this area that accounts for 80% of the total controlled hunting areas. This pump has to operate continuously for approximately 80 consecutive days in order to maintain required water levels. This inefficient operation puts a significant strain on the system and should it go down, approximately 60% of the hunting blinds would be unavailable. Therefore, the Illinois Department of Natural Resources, hereinafter referred to as IDNR, is seeking bids to install an additional well and pump to supplement the existing system to maintain the 186-acre controlled hunting area. This additional well and pump will significantly reduce the load required by the existing system and will also provide backup should the existing pump go down.

This project will include the Contractor providing all labor, equipment, and materials needed to drill a 16” PVC well down to 100’ below ground surface (bgs), install and set a 10ZS – 2 Stage Pump and 30 hp – 3 phase vertical hollow shaft motor. The work will include plumbing the pump to the existing underground water system via an existing riser pipe, installing a 12” butterfly valve to prevent backflow, and installing the electrical panel for the operation of the well. Electrical supply to the panel will be completed under a separate project. Refer to Attachment 1 for the Project Location, Proposed Construction, Well Detail, and Piping Detail. The exact location of the well will be marked by the Site Superintendent. Refer to the Project Specifications section for particular details associated with the well components.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

The awarded Contractor must have at minimum five (5) years of experience in water well construction/installation and be able to provide documentation of completion of at least 5 projects similar in size and scope as this one.

Unless otherwise stipulated, the Contractor shall provide and pay for all materials, labor, tools, and equipment necessary for the execution of the Work. It will be the responsibility of the Contractor to verify all materials and quantities associated with the Work prior to submitting a bid.

The Contractor shall obtain all permits and certifications required to drill and install the irrigation well in accordance with the applicable rules and regulations for the State of Illinois.

In addition, the Contractor will furnish his/her own trash dumpster for all garbage and debris associated with the Work. The Contractor shall, at all times, keep the premises free from accumulation of waste material or rubbish caused by his/her employees or Work and at the completion of Work, he/she shall remove all rubbish from and about the Work Area. The Contractor shall repair and otherwise make good on any damage caused by this Work and leave the premises in the equivalent of the original condition.

The Contractor shall be responsible for verifying the locations of all existing utilities. Where unmarked utility lines, underground obstructions or piping may be uncovered on the premises, the Contractor shall notify the Utility Company having jurisdiction thereof and take all necessary measures to prevent interruption of services that may be damaged or interrupted through Contractor’s own negligence and be responsible for immediate repair and/or restoration at his/her expense.

Prior to trenching or excavating, contact JULIE (Joint Utility Location Information for Excavation) and the site manager to aid in locating all existing utilities. The successful bidder shall sign a Contract which will in terms follow the provisions of these general conditions regarding payments, responsibility, liability, etc., and which will by reference include these provisions as contract documents. It shall be understood that this Contract will be based on the quoted lump sum proposal. Bids will be awarded based on Lump Sum Amount.

Well Materials Motor: Vertical Hollow Shaft (VHS), 286TPA Frame, TEFC, 30 HP, 230/460V – 3 Phase, 1760 RPM, 1.15SF, 38FLA @ 460V, 76FLA @230V, Continuous Duty.

Pump: 10ZSA – 2 Stage Pump set at 60’. Refer to Attachment B – Pump Curve for additional specifications.

Well: 16” PVC pipe down to 60’, stainless steel well screen (50 slot size) – 40’ Control Panel: Square D Well Guard – Size 3 with steel frame and 100/200 disconnect. All wire, fuses, conduit necessary to connect control panel to VHS motor.

Piping: 12” diameter steel piping, one – 10’ section, one 20’ section, 12” tee fitting, and one – 12” 45o fitting, and all necessary gaskets and hardware necessary for connections. The flange and bolt pattern shall be inspected on the existing riser pipe to size accordingly.

Butterfly Valves: (2) – 12” Concentric Butterfly Valve, Class 150, Lug, DI Body, SS316 Disc, EPDM seat, SS316 stem, Fusion bonded epoxy coated, Lever operated with 10 position locking handle, NSF 61.

Refer to Attachment A for well and piping details.

Project Instructions and Notes:

The Contractor will be required to abide to all site regulations and work with the Site Superintendent Joe Thurston and site staff regarding working hours, staging areas, and securing the work site.

It is the responsibility of the Contractor to measure and verify all dimensions and lengths of the material required prior to bidding and/or ordering any materials.

Work Completed by Prime Contractor:

A minimum of fifty-one percent (51%) of the work shall be completed by the Prime Contractor on this project. Pursuant to (30 ILCS 500/1-15.17) the Contractor is the person having a contract with the Illinois Department of Natural Resources.

Coordination of Work Activities:

All work activities and entry to the site must be coordinated with the site superintendent.

Deliverables and Staff Training:

Not applicable.

Independent Testing:

Not applicable.

Contractor’s Licensing and/or Certifications:

Contractor shall be responsible for compliance with all applicable contractor and trades person licensing with the appropriate State agency.

Shop Drawings:

Submit for the approval of the DNR Project Architect/Engineer, shop drawings and product data for the following items:

a. VHS Motor

b. 10 ZS Pump Set

c. Piping, gaskets, fittings

d. Electrical Components As-Built Markups:

The Contractor shall hand mark one set of drawings with corrections, dimensions, and "As-Built" notes. These Drawings shall be delivered to the DNR Project Architect/Engineer upon construction completion and prior to final payment request.

Extended Warranty:

a) Workmanship, materials and equipment subject to seasonal loads will be in conformance with the contract and free from defects for a period of two years, commencing from the goods acceptance date.

Project Requirements:

Refer to the BidBuy solicitation for meeting date and time. The meeting location will be held at the Union County SFWA site office, 2755 Refuge Road, Jonesboro, IL, 62952, in Union County at 10 A.M. on June 25, 2026.

3) Duration

Bids shall be good for ninety (90) calendar days after the submittal date, or for an extended period, if agreed to in writing by the Bidder and DNR.

Certified Payroll

State law 820 ILCS 130/5 requires all contractors and sub-contractors working on state construction projects to submit certified payroll records to the Department of Natural Resources. The payroll records must include all workers employed by contractors on the project.

In accordance with 820 ILCS 130/5, the contractor and sub-contractor(s) shall make and keep, for a period of 5 years from the date of the last payment made on or after January 1, 2014 (the effective date of Public Act 98-328) on a contract or subcontract for public works, records of all laborers, mechanics, and other workers employed by them on the project. No later than the 15th day of each calendar month, the contractor shall file a certified payroll for the immediately preceding month with the Department of Natural Resources.

Small Business Set-Aside The contractor awarded the bid must be registered as a small business, as required by the Small Business Set-Aside program. (For complete requirements, to become registered, or certify your business in the Small Business Set-Aside Program, visit http://www.sell2.illinois.gov/sbsp/set_aside.htm. or contact the Department of Central Management Services’ small business coordinator at 1-866-455-2897.)

Apprenticeship-in-Training When applicable, the contractor and all subcontractors must be participants in apprenticeship and training programs that are both approved by and registered with the U.S. Department of Labor’s Bureau of Apprenticeship and Training. The program(s) must be in the same trade(s) in which the contractor or subcontractor performs work. For information on how to participate in or set up a program, contractors may call the U.S. Department of Labor at 312/596-5508 or visit their website http://www.doleta.gov/oa/ .

Illinois Office The bidder must certify that the bidder will maintain an Illinois office as the primary place of employment for persons employed in the construction authorized by the contract.

Code (30 ILCS 500/1-15-108), a person or entity is not a “subcontractor” if that person only Provides goods or supplies that are incidental to the performance of a contract by a person who has a contract subject to the Code.

Performance Bond/Labor and Material Payment Bond Pursuant to the Public Construction Bond Act (30 ILCS 550/), a performance bond and a labor and material payment bond covering the faithful performance of the contract and the payment of all obligations arising thereunder, shall be required if the project cost exceeds $50,000. Each bond shall be in the full amount of the contract. The bond must be from a surety licensed to do business within the State of Illinois and acceptable to IDNR.

Minority Contractor Opportunity Initiative The State requires a fee of $15 to cover Expenses related to the administration of the Minority Contractor Opportunity Initiative. Any Vendor awarded a contract under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) of $1000 or more is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund.

Permits and Licenses Permits and licenses necessary for the execution of the work shall be secured and paid for by the Contractor.

Utilities Before starting excavation, establish location and extent of underground utilities occurring in the work area. Contractor shall contact Joint Utility Locating Information for Excavators (J.U.L.I.E.) 800-892-0123.

Highway Permits The Contractor is responsible for contacting the appropriate County Superintendent(s) of Highways and/or other appropriate local officials concerning the proposed work activities on the project as they may relate to use of the County and local road system. Coordination of any activities of concern to the County or Township shall be the responsibility of the Contractor. Special attention shall be given to load limits and seasonal restrictions.

New Products Unless otherwise specifically provided in the contract documents, all materials, equipment and products incorporated in the work under the contract shall be new and of a suitable grade for the purpose intended.

Specified Materials Bids shall be based on providing all products/materials exactly as required by the project specifications. Contractor may select from the list of acceptable manufacturers, offer an “equal” product and provide proof of its capabilities to meet the project specifications or, for products specified only by reference or performance standards, select any product which meets or exceeds the specified standards, by any manufacturer, subject to the approval of DNR.

Final Cleaning Contractor shall clean-up all work related debris and construction materials and properly dispose off-site. The Contractor shall repair and otherwise make good any damage caused by the work and leave the premises in the equivalent of the original condition.

Warranties The Contractor warrants that all work provided under the contract will be in conformance with the contract and free from defects in workmanship, materials, and equipment for a period of one year from the goods acceptance date. See Section B. Project Instructions and Notes, for any extended warranties that may apply.

Inducement Resolution All or a portion of this project may be paid or reimbursed from the proceeds of tax-exempt bonds subsequently issued by the State.

Payment Payments, including late payment charges, will be paid in accord with the State Prompt Payment Act and rules when applicable, 30 ILCS 540/; 74 III. Adm. Code 900. This shall be the Contractor’s sole remedy for late payments by the State. Payment terms contained in Contractor’s invoice(s) shall have no force or effect.

Term of Contract All work shall be completed by October 1, 2026, unless agreed to by both the Contractor and DNR, that a time extension is warranted.

Bid Submittal Bids may be submitted electronically on BidBuy or by submitting the attached Bid Form.

ALL QUESTIONS PERTAINING TO THE SCOPE OF WORK OR THE BIDBUY PROCEDURES, MUST

BE DIRECTED TO nicholas.a.bearss@illinois.gov mail address QUESTIONS MUST BE SUBMITTED IN WRITING NO LATER THAN THREE (3) BUSINESS DAYS BEFORE THE BID DATE.

Project Contacts: The following individuals are listed as project contacts during the construction phase. The Bidder may not communicate directly with any of these individuals during the bidding process. All communication during the bidding phase must be directed to the nicholas.a.bearss@illinois.gov mail address.

Project Architect/Engineer:

Jim Bowling Illinois Department of Natural Resources 11731 State Highway 37 Benton, IL 62812

Site Superintendent:

Billing:

Lori Hubbard Illinois Department of Natural Resources 11731 State Highway 37 Benton, IL 62812

1.3. MILESTONES AND DELIVERABLES:

Contractor 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.

1.4. VENDOR/STAFF SPECIFICATIONS:

Contractor shall provide the required expertise, equipment, materials and manpower to successfully complete the project in the time frame specific under conditions that minimize harmful impacts to the site.

1.5. TRANSPORTATION AND DELIVERY:

N/A

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: Union County SFWA: 2755 Refuge Rd. Jonesboro IL, 62952 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.

2.3. ECONOMIC ADJUSTMENTS: Agency will explain how adjustments will be determined and when they are allowed. The Agency will detail how adjustments will be calculated, state which Consumer Price Index (CPI), Producer Price Index (PPI) or other index will be used, and explain what might trigger an adjustment or how often adjustments may be made. Reference to the index used must be included in this section. Agency must specify if adjustments are allowed during the initial term, only at renewal, or at other specified intervals. Remove this section if it does not apply.

2.4. 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

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the parties and ending on June 30, 2027. 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.

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

3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this contract up to and including the date of termination.

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 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 applicable agency’s Illinois tax exemption number and Federal tax exemption information.

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

Send invoices to:

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

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of 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.

4.5. 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 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 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.

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

4.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, 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.

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

4.16. APPLICABLE LAW:

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

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

4.16.3. COURT OF CLAIMS; ARBITRATION; 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.

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

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

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

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

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

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this 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.

4.22. 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.

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

4.24. SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. 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.

4.25.2. 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.

4.25.3. 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.

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

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

5. STATE SUPPLEMENTAL PROVISIONS

This contract calls for the construction of a “public work” within the meaning of the Illinois Prevailing Wage Act,” 820 ILCS 130/.01 et seq. (“the Act”). The Act requires contractors and subcontractors to pay labors, workers and mechanics performing services on public works projects no less than the current “prevailing rate of wages” (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Illinois Department of Labor publishes the prevailing wage rates on its website at http://labor.illinois.gov. The Illinois Department of Labor revises the prevailing wage rates, and the contractor/subcontractor has an obligation to check the Illinois Department of Labor’s web site for revisions to prevailing wage rates. For information regarding current prevailing wage rates, please refer to the Illinois Department of Labor’s website. All contractors and subcontractors rendering services under this contract must comply with all requirements of the Act, including but not limited to, all wage requirements and notice of record keeping duties.

Certified Payroll State law 820 ILCS 130/5 requires all contractors and sub-contractors working on state construction projects to submit certified payroll records to the IDNR. The payroll records must include all workers employed by contractors on the project. In accordance with 820 ILCS 130/5, the contractor and sub-contractor(s) shall make and keep, for a period of 5 years from the date of the last payment made on or after January 1, 2014 (the effective date of Public Act 98-328) on a contract or subcontract for public works, records of all laborers, mechanics, and other workers employed by them on the project. No later than the 15th day of each calendar month, the contractor shall file a certified payroll for the immediately preceding month with the IDNR.

Employment of Public Workers on Public Works In a period of excessive unemployment rates, State contractors (1) constructing or building any public works or (2) cleaning-up and disposing on-site of hazardous waste, and that clean-up or on-site disposal is funded or financed in whole or in part with State funds or funds administered by the State, are required to employ at least 90% Illinois laborers on such project. For projects involving clean-up and on-site disposal of hazardous waste, emergency response or immediate removal activities are excluded. This requirement applies to all labor whether skilled, semi-skilled or unskilled, whether manual or non- manual.

A period of excessive unemployment rates is defined as any month immediately following two consecutive calendar months during which the level of unemployment in the State of Illinois has exceeded 5% as measured by the United States Bureau of Labor Statistics in its monthly publication of employment and unemployment figures.

Any public works project financed in whole or in part by federal funds administered by the State of Illinois is covered under the provisions of this requirement, to the extent permitted by any applicable federal law or regulation. 30 ILCS 570.

Contractors may receive an…