UTL26306 Used Tire Region 3 and 4 IFB for BB.docx

The following information will become the contract between the awarded Contractor and the Illinois Environmental Protection Agency Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Contractor Instructions and Requirements”.

State of Illinois Contract v.25.4

Illinois Environmental Protection Agency Regions 3 and 4 Used Tire

26-532EPA-LAND5-B-53185

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

1.1.1. The goal of this project is to conduct directed waste tire removals at illegal dumps, individual citizen properties, and units of local governments throughout the State of Illinois to help the Illinois Environmental Protection Agency meet its statutory responsibilities. The services needed are for regions 3 and 4 (see attachment A in BidBuy).

1.1.2. The Environmental Protection Act ("Act'') 415 ILCS, Section 55 authorizes the Illinois Environmental Protection Agency ("Agency") to conduct used tire removal actions at certain sites located on public or private property. Contractor will perform waste tire removal actions throughout the State of Illinois and dispose of them at a registered commercial tire processing facility. There are three primary types of used tire removal actions that are conducted under three separate statutory authorities under the Act.

1.1.2.1. Conduct a consensual removal of up to 1,000 used or waste tires at no cost to the property owner (Section 55.3.c. of the Act);

1.1.2.2. remove used or waste tires collected by a unit of local government provided the collection is part of an established program to take preventive or corrective action regarding such tires (Sections 55.1.b., 55.1.c., and 55.3.b. of the Act);

1.1.2.3. provide notice to the owner or operator of a site where used or waste tires pose a threat to public health or the environment, and (if necessary) conduct a used/waste tire removal action (Section 55.3.d. of the Act).

1.1.2.4. Contractor will collaborate with the Illinois Environmental Protection Agency to determine dates for removal in response to received removal action requests.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Definitions:

1.2.1.1. Act: The Illinois Environmental Protection Act 415 ILCS, Section 55.

1.2.1.2. UTRA: Used Tire Removal Action(s).

1.2.1.3. UTRA Site: Geographical location of a UTRA.

1.2.1.4. UTRA Activities: Vendor related events taking place before, during, and after a UTRA

1.2.1.5. Used Tire Removal Action Plan (UTRAP): A written site-specific plan for a used tire removal action, designed by an Agency Project Manager and may include input from a Used tire Removal Vendor and further described in Section 1.2.3.

1.2.1.6. UTPA: Used tire Program Administrator

1.2.1.7. Agency: The Illinois Environmental Protection Agency also known as Illinois EPA or IEPA.

1.2.1.8. Clean-Up: Used specifically in connection with all activities relevant to restoring a UTRA site, to represent the site prior to the presence of used or waste tires.

1.2.1.9. Contractor A successful bidder that is awarded a Contract to perform UTRAs for the Agency.

1.2.1.10. Home Base: A location specified in a bid that represents a vendor’s place of operation.

1.2.1.11. Mobilization: The administration, labor, equipment, and materials to perform all operations necessary to move personnel, equipment, supplies and incidentals to the UTRA site prior to the start of removal activities.

1.2.1.12. PM: A project manager that represents the Agency for a specific UTRA. The project manager may change for each project.

1.2.1.13. Ton: 2000 Pounds

1.2.1.14. Site: A used or waste tire site selected by Illinois EPA for UTRA.

1.2.1.15. Unanticipated work: The Agency may request the Vendor to perform work on or to the site with pre-approval by the Agency PM and Vendor, which is necessary for completion of the UTRA and further described in Section 1.2.14.

1.2.1.16. Work Days: Days and times specifically designated for a Vendor to be on site at a UTRA and fulfilling the details of a site-specific UTRAP.

1.2.2. Contractor must lawfully remove the waste tires in a safe and environmentally sound manner pursuant to the Environmental Protection Act. Used Tire Removal Actions (UTRAs) can/will vary in size, location, and accessibility. The UTRAs are not expected to contain "Hazardous Wastes" as defined in Section 3.220 of the Act or "Potentially Infectious Medical Waste'' as defined in Section 3.360 of the Act, nor does the Agency expect the Contractor to have the capability to clean-up hazardous or infectious medical wastes. The Agency will not compensate the Contractor for any clean-up related lo hazardous or infectious medical wastes.

1.2.3. The Contractor shall perform all planning, administrative, and other acts necessary prior to mobilization to the UTRA site to carry out the details of the site-specific UTRAP. The Contractor shall oversee all UTRA operations and worker safety. A site-specific UTRAP will be developed by the Agency Project Manager to include mobilization, operation, and demobilization for a UTRA. The clean-up involves the removal and transportation of used tires from a specific location and may include some minimal repairs or improvements such as, but not limited to, land grading, fence repair, or fence installation.

1.2.3.1. Dates and times of operation for the Contractor to conduct UTRAs will be designated by the Agency PM and will be included in the site-specific Used Tire Removal Actions Plan (UTRAP).

1.2.3.2. Mobilization shall be conducted by the Contractor and shall include all labor, equipment, and materials to perform all operations necessary to move personnel, equipment, supplies, and incidentals to the UTRA site in order to perform all work necessary, as outlined in the site-specific UTRAP for the designated UTRA.

1.2.3.3. Contractor staffing shall be sufficient to complete the work within the designated timetable as specified in the site-specific UTRAP.

1.2.4. The Contractor may utilize subcontractors upon approval of the Agency and shall be required to assume responsibility for all services specified in the contract(s). The Contractor shall be the point of contact with the Agency concerning issues associated with the contract, including, but not limited to, all issues of subcontracted work.

1.2.4.1. The Contractor must have or be able to obtain all appropriate equipment necessary to complete UTRA. Agency and shall be required to assume responsibility for all services specified in the contract(s). The Contractor shall be the point of contact with the Agency concerning issues associated with the contract, including, but not limited to, all issues of subcontracted work.

1.2.4.2. The Contractor shall be completely responsible for the subcontractor's adherence to all provisions of the contract and for any claims or damages that may arise as a result of acts or omissions on the part of the subcontractor. Any delay or standby costs that arise from the use of subcontractors shall be at the Contractor's sole risk.

1.2.4.3. Equipment requirements shall be designated in the site-specific UTRAP according to the individual needs of the clean-up location.

1.2.4.4. Used and waste Tire handling procedures shall be designated in the site-specific UTRAP on a site-by-site basis as needed.

1.2.5. Demobilization is the removal of all specified wastes, packing materials, roll-off containers, restroom facilities, heavy equipment, signs, traffic barriers, and the dismantling of all UTRA related structures, if any, in accordance with the site-specific UTRAP.

1.2.6. Specific timetable for each UTRA, mobilization through demobilization, shall be addressed in the site-specific UTRAP.

1.2.6.1. Inclement weather may be experienced during the UTRA operation. The Contractor will seek direction from the Agency PM with regard to work stoppages.

1.2.6.2. Work stoppages will be at the discretion of the Agency PM. The absence of the Agency PM from the UTRA site shall not be cause for the Contractor to cease or delay required work at the site, unless otherwise specified by the Agency PM.

1.2.6.3. Modifications to Site-Specific UTRAPs will be the responsibility of the Agency PM.

1.2.7. The Agency shall have the right and authority to halt, change, or direct any work required pursuant to the contract when, in the opinion of the Agency, conditions at the UTRA site present an imminent and substantial endangerment to the public health, the environment, and/or unforeseen conditions arise. The Agency shall exercise this right and authority through its PM. Any delay or additional costs resulting from a stoppage directed by the Agency's PM shall be the sole and exclusive risk of the Contractor, where such stoppage was, in whole or in part, caused by the acts or omissions of the Contractor, any subcontractor, their employees, or agents.

1.2.8. The Agency shall have the right and authority to halt, change, or direct any work required pursuant to this contract according to the Act 415 ILCS, Section 55.

1.2.9. Any disputes that arise between the Contractor and the Agency PM will be settled by the Used Tire Program Administrator.

1.2.10. Specific Site Hazards shall be addressed in the site-specific UTRAP.

1.2.10.1. Personal Protection Equipment (PPE) for compliance with any State and/or Federal laws is the sole responsibility of the Contractor for all personnel on site.

1.2.11. Site Safety Plan, if needed, shall be part of the site-specific UTRAP.

1.2.12. Emergency Contacts shall be part of the site-specific UTRAP, shall be available to all on-site personnel and shall include, at a minimum, the closest fire department, hospital, environmental emergency response unit, police, and Agency PM information.

1.2.13. Security of equipment and personnel on site shall be the sole responsibility of the Contractor.

1.2.13.1. Proper Disposition of all used and waste tires shall be determined by the Agency.

1.2.13.2. The method of disposition shall be designated in a site-specific UTRAP. In the event that the Contractor is uncertain as to which method (disposal, recycling. or processing) should be used /or waste disposition, the Contractor shall have affirmative obligation to contact the Agency PM and inquire about the intended method in advance of management of the waste in question.

1.2.13.3. Facility to be used for used/waste tire disposition shall be designated in a site specific UTRAP. In the event that the Contractor is uncertain as to which facility should be used for waste disposition, the Contractor shall have the affirmative obligation to contact the Agency PM and inquire about the intended facility in advance of the waste disposition in question.

1.2.13.4. The Contractor shall satisfactorily transport all used/waste tires for processing or disposal from the site in accordance with the requirements of the site-specific UTRAP and any State and/or Federal laws.

1.2.13.5. In the event that other solid wastes are discovered during the course of the UTRA, the Contractor will contact the Agency PM for further instructions on removal and disposal of those waste stated in Section 55 of the Act.

1.2.13.6. The removal and disposal/processing of all site used/waste tires from the UTRA will follow the waste management hierarchy stated in Section 2.b. of the Solid Waste Management Act (415 ILCS 20).

1.2.14. Occasionally there may be unanticipated work at the UTRA site that may include, but not be limited to, grading the land to prevent run-off, erecting a fence to prevent future open dumping, or repairing a fence or drive that was damaged in order to gain access to the site. If any of this work is necessary, the details will be addressed in the site-specific UTRAP and compensation to the Contractor shall be reasonable administrative overhead pre-approved by the Agency and the Contractor. However, unanticipated work is the rare exception and not the rule.

1.2.15. Equipment: The Contractor must have or be able to obtain all appropriate equipment necessary to complete UTRA. Examples of equipment needed but not limited to:

1.2.15.1. Skid steer

1.2.15.2. Tractor/bobcat w/bucket or claw

1.2.15.3. Backhoe and/or track hoe

1.2.15.4. Heavy duty truck(s) tandem axle and/or semi

1.2.15.5. Roll off boxes or open box tandem axle trailer to contain and haul used waste tires

1.2.15.6. Ability to set fence posts and run fencing

1.2.15.7. Assorted hand tools: rakes, shovels, post hole diggers, wrenches, hammers, etc.

1.2.14.8. Specialized tools per the discretion of the Agency project manager.

1.3. MILESTONES AND DELIVERABLES:

Each individual UTRAP will include all milestones and deliverables based on the UTRA and need.

1.3.1. Within five (5) calendar days notice, the Contractor shall (i) accept or decline a UTRA and (ii) be available to mobilize and conduct a UTRA during the term of the contract. Each UTRA site will have a site-specific UTRA plan (UTRAP). The UTRAP will need to be signed by the Contractor and the Agency Project Manager. If subcontractors are utilized, they will need to be included in the UTRAP along with any subcontracting information specified in Section 1.6 of the Contract. If the Contractor does not accept the UTRA or is able to conduct the UTRA, the Illinois EPA may choose a Contractor from an adjacent region to perform the UTRA. Please see Region map in Attachment A in BidBuy.

1.3.2. The Contractor shall submit one invoice to the Agency UTPA at the conclusion of a UTRA for all site activities associated therewith. Said invoice shall include the Agency prescribed cover sheet and all costs incurred by the Contractor relative to that site, including mobilization, certified weight load tickets/receipts from designated facilities, mileage documentation and any unanticipated work covered as outlined in the specific UTRAP. The Agency prescribed cover sheet titled, Illinois EPA UTRA Standardized Invoice Sheet, has been Included as Attachment B.

1.3.3. Mileage documentation will be addressed in the authorization letter and the site-specific UTRAP and will be determined via Google Maps.

1.3.4. Payment for disposal fees, loading costs, or transportation costs shall be due or payable when all weight load tickets/receipts and other documentation required per the site-specific UTRAP relative to the used and waste tires from a particular UTRA site have been received and verified by the Agency.

1.3.5. Should the Contractor receive any proceeds from salvageable metal (ie. wheel rims), this amount must be deducted from the total bill pursuant to section 55.3(g) of the Act. The Contractor will still receive per ton loading and per ton-mile transportation fees for salvageable metal in accordance with Section 2 Pricing.

1.3.6. Unanticipated work will be paid in accordance with the agreed UTRAP or amended UTRAP. Contractor charges for any specialized equipment will not exceed the current published rates located in the latest edition of the “Heavy Construction Cost with RSMeans Data” published by Gordian RSMeans Data, 30 Patewood Dr., Suite 350, Greenville, SC.

1.4. CONTRACTOR/STAFF SPECIFICATIONS:

1.4.1. The Contractor staffing shall be sufficient to complete the UTRAs in a safe and timely manner. Contractor and/or Contractor's staff must have 3 - 5 years of used/waste tire removal actions and/or other used/waste tire transportation experience.

1.4.1.1. Training/Experience - The Contractor must have 3 -5 years' experience in UTRA work. Any additional training of On-site Personnel is the sole responsibility of the Contractor and must comply with any State and/or Federal laws. Any delay or additional costs, which arise as the result of the failure of the Contractor to follow necessary safety procedures as outlined in the site-specific UTRAP shall be the sole and exclusive risk of the Contractor.

1.4.2. The Contractor and any potential sub-contractor that will be transporting tires shall be registered with IEPA as a Used Tire Transporter.

1.4.3.

Vendor certifies that the Vendor and/or Vendor’s staff have 3-5 years of used/waste tire removal actions and/or other used/waste tire transportation experience.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. The Project Manager and Contractor will discuss disposal sites and transportation of waste in each individual UTRAP.

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 Contractor 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, Contractor adds or changes any subcontractors, Contractor 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 Contractor 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 Contractor 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 Contractor.

Contractor 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 Contractor 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: Click here to enter text Value of services performed at this location: Click here to enter text

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

2. PRICING

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

2.1.1. Mobilization mileage is based on round-trip miles from the Vendor’s home base to the UTRA site. If the Vendor does not have a home base in the region(s) for which they are awarded a contract for, then the mileage for each UTRA conducted in that region will be calculated based on the following central region locations: Region 3 – Illiopolis and Region 4 – Waltonville.

2.1.2. If multiple UTRA sites are assigned together under the same authorization letter, then mobilization mileage is based on mileage from the Vendor’s home base (or central region location) to the first UTRA site, the first to the second UTRA site (etc.), and from the last UTRA site back to Vendor’s home base (or central region location).

2.1.2.1. Example 1: If a UTRA site is located in Decatur, Illinois (region 3) and the Vendor bid on multiple regions with a home base in Carbondale, Illinois (region 4), mobilization would be paid from the central region 3 location (Illiopolis) even though the Vendor is mobilizing from region 4.

Example 2: If the Agency assigns multiple UTRA sites located in Champaign, Urbana, and Danville (all in region 3) in one authorization letter, and the Vendor’s home base is in Springfield, Illinois (region 3), then mobilization mileage will be calculated from the Springfield location to the Champaign location, then from the Champaign location to the Urbana location, then from the Urbana location to the Danville location, then from the Danville location back to the Springfield location. The mobilization miles will be calculated in the order the sites are listed in the authorization letter. If the Vendor’s home base is not located in region 3 (the region where the sites are located), then mobilization miles will be calculated from the central region 3 location (Illiopolis) to the first site listed in Champaign, then from Champaign to the Urbana location, then from the Urbana location to the Danville location, then from the Danville location back to the central region 3 location in Illiopolis.

2.2. CONTRACTOR’S PRICING: Contractor’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: Economic Adjustment:

2.3.1. The prices in this Contract must remain firm for the first year after the execution date of the Contract. Thereafter, one upward price adjustment may be applied no more frequently than once during any given twelve (12) month period.

2.3.2. All adjustment requests shall be made in writing. Vendor shall not be entitled to apply an upward price adjustment without first obtaining approval of such request from the Illinois Environmental Protection Agency.

2.3.3. In the event a downward adjustment is warranted, the State reserves the right to adjust once during any given twelve (12) month period for this decrease. It will be the responsibility of the vendor to notify EPA of any such decrease.

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

Series ID: PCU562111562111 PPI industry data for Solid waste collection, not seasonally adjusted The base PPI published index will be determined by the month of the bid opening date. If the bid opening date occurs in May, then the base PPI will be May’s published index.

The published PPI Index at the time of requested adjustment will be determined by the month and day the adjustment was submitted to EPA regardless of whether it is a preliminary or final index publication.

2.3.5. No further adjustments will be made once the maximum allowable adjustment has been calculated for the given twelve (12) months.

The maximum allowable adjustment shall be calculated as follows:

Maximum Allowable Price = A / B * C A = Bid Price B = Base PPI index (defined by time of bid opening) C = Published PPI index at time of requested adjustment The U.S. Bureau of Labor Statistics web site can be located at HTTP://WWW.BLS.GOV/PPI.

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

2.3.7. Requested adjustments shall include the contract number, item number, line number, bid price and requested price adjustment.

2.3.8. In all cases, the contractor must file a claim in writing for such adjustment prior to the delivery of goods. In any event, the claim for such adjustment will not apply to release orders provided prior to the date the EPA approved the economic adjustment request.

2.3.9. If the contractor has unresolved complaints filed against it for non-delivery of or poor-quality service, its request may be denied until such time as all past complaints are resolved to the satisfaction of the State.

2.3.10. Once approved, contract pricing will be adjusted with a formal amendment.

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 10 years after last dated signature of the parties. 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. Contractor 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 Contractor if: (a) the State determines that the actions or inactions of the Contractor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Contractor has notified the State that it is unable or unwilling to perform the contract.

If Contractor 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 Contractor lacks the financial resources to perform the contract, the State shall provide written notice to the Contractor 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 Contractor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Contractor.

Upon submission of invoices and proof of claim, the Contractor 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 Contractor’s sole remedy for late payments by the State. Payment terms contained in Contractor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Contractor 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 Contractor 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 Contractor 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. Contractor 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 Contractor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Contractor 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 Contractor 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. Contractor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Contractor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

4.1.6.2. Contractor 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 Contractor 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. Contractor must receive prior written approval before use of any subcontractors in the performance of this contract. Contractor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Contractor 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, Contractor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Contractor must make as a condition of this contract. Contractor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Contractor adds or changes any subcontractors, then Contractor 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: Contractor 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 Contractor 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 Contractor 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. Contractor 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 Contractor or subcontractors shall not impose a charge for audit or examination of the Contractor’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 Contractor’s performance of this contract. Contractor 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. Contractor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Contractor 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 Contractor 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. Contractor 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 Contractor may have to such work including any so-called "moral rights" in connection with the work. Contractor 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 Contractor 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 Contractor 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 Contractor’s negligent performance; (c) any act, activity or omission of Contractor 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: Contractor 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. Contractor 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 Contractor’s obligation to indemnify, defend, or settle any claims.

4.12. INDEPENDENT CONTRACTOR: Contractor 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: Contractor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Contractor shall give notice immediately to the Agency’s director if Contractor solicits or intends to solicit State employees to perform any work under this contract.

4.14. COMPLIANCE WITH THE LAW: The Contractor, 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. Contractor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Contractor 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 Contractor’s and subcontractor’s officers, employees or agents. Contractor 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 Contractor 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, Contractor shall assign to the State all of Contractor’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 Contractor. 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 Contractor shall have any liability to the Contractor 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 Contractor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Contractor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Contractor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Contractor from doing future business with the State for a specified period of time, or whether Contractor 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. Contractor 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 Contractor 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. Contractor 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. Contractor 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. Contractor 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. Contractor 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: Contractor shall immediately notify the State of any event that may have a material impact on Contractor’s ability to perform this contract.

4.27. EMPLOYEMENT TAX CREDIT: Contractors 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

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