B54394contract-template-v-25-4.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 SHPO Economic Impact Reports CY26 and CY28

27-422DNR-DIREC-B-54394

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:

The Illinois Department of Natural Resources (IDNR) requires the services of a qualified third party to provide Economic Impact Reports in accordance with 35 ILCS 31/20 (c) and 35 ILCS 5/221(c-1) on the Illinois Historic Preservation Tax Credit Program (IL-HTC) and River Edge Historic Tax Credit Program (RE-HTC) through calendar years 2026 and 2028. This is a multi-year contract for two Economic Impact Reports, to be delivered in 2027 and 2029.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Vendor shall prepare each report with the data and analysis for both the IL-HTC and RE-HTC programs; however, the data for each program shall be presented and analyzed separately. Each report shall analyze all data from 2000 through the end of the established reporting period. The final product must also contain the raw data used in the report in a format accessible by IDNR.

1.2.2. Vendor shall prepare a list/database/spreadsheet of the following data for all Illinois Federal Historic Tax Credit (F-HTC) projects whose Part 2s were approved by the NPS from 2000 through CY2026 (and CY2028 for 2029 Report). Department will provide data in 1.2.2.1 through 1.1.2.9, partial 1.2.2.10, 12, 13, 14, 15, 16, 18, 19, and partial data for 1.2.2.20 through 1.2.2.22. In addition, and in consultation with the Department, the Vendor shall provide data as layers of a Google Earth map whose project pins are colored to indicate whether the project is F-HTC only, RE-HTC (i.e., F-HTC + RE-HTC), or IL-HTC (i.e., F-HTC + IL-HTC).

1.2.2.1. Location (address and county)

1.2.2.2. NPS project number

1.2.2.3. Whether project is ongoing or complete (i.e., certified Part 3 and issued RE-HTC or IL-HTC Certificate, if applicable)

1.2.2.4. Estimated QRE, from Part 2

1.2.2.5. Estimated QRE, from Part 3

1.2.2.6. Estimated non-QREs, from Part 3

1.2.2.7. Estimated total budget (QRE + non-QRE)

1.2.2.8. F-HTC credit, based on Part 3 QRE

1.2.2.9. Post-rehab use

1.2.2.10. Immediate pre-rehab use. If vacant, number of years of vacancy.

1.2.2.11. Relevant census data, as determined in consultation with the Department

1.2.2.12. Number of housing units before rehab

1.2.2.13. Number of housing units after rehab

1.2.2.14. Number of post-rehab housing units that qualify as affordable

1.2.2.15. Total square footage before rehab

1.2.2.16. Total square footage after rehab

1.2.2.17. QREs per square foot (QREs divided by total square footage)

1.2.2.18. For F-HTC projects that also applied for RE-HTC

1.2.2.18.1. Estimated RE-HTC credit, based on Part 2 QRE

1.2.2.18.2. Actual RE-HTC credit, based on the issued River Edge Tax Credit Certificate

1.2.2.18.3. RE-HTC Issuance fee

1.2.2.19. For F-HTC projects that also applied for IL-HTC

1.2.2.19.1. Requested IL-HTC allocation

1.2.2.19.2. Assigned IL-HTC allocation

1.2.2.19.3. Number of rounds the project applied for allocation before receiving allocation

1.2.2.19.4. Actual IL-HTC credit, based on the issued Illinois Historic Preservation Tax Credit Certificate

1.2.2.19.5. Percentage of IL-HTC credit sought, allocated, and issued relative to project’s QREs

1.2.2.19.6. IL-HTC Issuance fee

1.2.2.20. Yearly sales tax generation from 2012 to present (representing before, during, and after construction) for NRHP historic districts within River Edge Redevelopment Zones (RERZs), the RERZs, and the City as a whole

1.2.2.21. Property tax generation from 2000 to present (representing before, during, and after construction)

1.2.2.22. Use of New Market Tax Credit, HUD funding, Illinois Housing Development Authority funding, and Low-Income Housing Tax Credits, i.e. twinning of Federal HTCs.

1.2.3. Reporting Components: Analysis of the data in 1.2.2 shall include at least the following:

1.2.3.1. Number of F-HTC NPS-approved Part 2s

1.2.3.2. Number of completed F-HTC projects (certified Part 3s)

1.2.3.3. Total F-HTC credit, based on Part 3 QRE

1.2.3.4. Number of ongoing RE-HTC projects

1.2.3.5. Number of completed RE-HTC projects

1.2.3.6. Total RE-HTC credit issued

1.2.3.7. Number of projects that have applied for IL-HTC

1.2.3.8. Number of projects that have received IL-HTC allocations

1.2.3.9. Number of projects that have received IL-HTC tax credit

1.2.3.10. Total IL-HTC credit issued

1.2.3.11. Yearly IL-HTC programmatic amounts needed to provide every project with an allocation, while maintaining the current $3 million per project cap.

1.2.3.12. Yearly IL-HTC programmatic amounts needed to provide every project with a 25% IL- HTC allocation, without the $3 million per project cap.

1.2.3.13. Program-wide, aggregate percentage of IL-HTC credit sought, allocated, and issued relative to projects’ total QREs

1.2.3.14. Geographic statewide impact/distribution of F-HTC before and after RE-HTC and IL-HTC establishment

1.2.3.15. Percentages of affordable, elderly, veteran, and market-rate housing units versus the total number of housing units

1.2.3.16. Direct, indirect, and induced economic impacts

1.2.3.17. Temporary, permanent (housed within the rehabbed buildings), and construction jobs created. For temporary and permanent jobs created, include specific types of jobs.

1.2.3.18. Sales, property tax trends or patterns from 2000 to present as a result of F-HTC, RE-HTC, and IL-HTC projects, noting any other economic drivers in the area

1.2.3.19. Direct and indirect neighborhood and municipality impact 1 year, 3 years and every 5 years after F-HTC, RE-HTC, and IL-HTC project completion

1.2.3.20. Dollars leveraged by every dollar of RE-HTC and IL-HTC (leveraged investment ratio)

1.2.3.21. Benefit/cost analysis: for every $1 of RE-HTC and IL-HTC, the state will collect $XX in new tax collections

1.2.3.22. Environmental impacts, quantified (retained embodied energy, less demolition in landfills in tons, etc.)

1.2.3.23. Other measurable “quality of life” markers as determined by Vendor in consultation with Department

1.2.4. Vendor shall compare and analyze the following groups of projects. Vendor shall consult with the Department to discuss and develop any and all additional, appropriate comparisons, analyses, and/or recommendations, including the reliability and predictability of an uncapped or higher-cap program on the development of proforma for rehab projects.

1.2.4.1. F-HTC-only projects to F-HTC projects that also received RE-HTC

1.2.4.2. F-HTC-only projects to F-HTC projects that also received IL-HTC

1.2.4.3. Projects that received IL-HTC to projects that received RE-HTC

1.2.5. The IL-HTC legislation was created in 2018 with a $3 million per project cap and a $15 million per year programmatic cap; since then, legislation has increased the programmatic cap to $25 million per year, while maintaining the $3 million per project cap.

1.2.5.1. Vendor shall analyze if the per project cap should be increased to reflect inflation and increased construction costs of IL-HTC projects. Vendor shall then analyze if the per project cap is increased, what is the minimum that the yearly programmatic cap would need to be increased.

1.2.5.2. To improve the State’s benefit and investment recuperation, application efficiency, and administrative burden of the IL-HTC program, the following analysis shall include IL-HTC yearly totals (without a programmatic cap).

1.2.5.2.1. Vendor shall analyze changing the per-project cap to be based on a project’s scale (estimated QREs), in order to make the IL-HTC allocation an as-of-right credit (25%) for smaller scale projects. Vendor shall analyze estimated QREs of all non-RE-HTC projects to determine appropriate scale threshold(s) and per-project cap.

1.2.5.2.2. Based on a project’s QREs, the Vendor shall recommend an optimal IL-HTC per-project cap and/or IL-HTC credit amounts to incentivize smaller-scale projects.

1.2.6. Vendor shall analyze when RE-HTC and IL-HTC credits were issued for a project and when that project claimed the credits. RE-HTC and IL-HTC have different carry forward periods, when a credit is carried forward what is the average number of years per program? Does the data suggest that some projects (relative to the QREs), are more likely to be carried forward X number of years? Are the current carry forward years sufficient for each program? The Department will provide the data to be analyzed.

1.2.7. Vendor shall perform the following program spotlights (sidebar discussion) and case studies:

1.2.7.1. In-depth analysis of housing units created in Rockford and Peoria using the RE-HTC. What are the market rate and affordable housing levels within each city, each year a certificate was issued, and where do the completed RE-HTC projects fit within these ranges? Analysis to include depreciation of housing units 5 and 10 years after a certificate was issued, i.e. does a market rate unit become (more) affordable after x number of years? Analysis may require relevant housing affordability factors, such as availability of rental housing.

1.2.7.2. In-depth analysis of housing units created in both the IL-HTC and RE-HTC programs, including market rate, affordable, specialty, senior housing, etc. The analysis shall include the per-project cost per-square-foot, and the unit cost per-square-foot for each program and each housing type.

1.2.7.3. Spotlight/discussion of geographic distribution of F-HTC utilization after passage of RE-HTC and IL-HTC programs.

1.2.7.4. Spotlight/discussion on RE-HTC and IL-HTC projects that also use Low Income Housing Tax Credits including case studies (to be determined in consultation with the Department).

1.2.7.5. Spotlight/discussion on affordable senior housing, including case studies (to be determined in consultation with the Department).

1.2.8. Vendor shall conduct surveys and interviews regarding credit eligibility, usage, ways to improve the programs, importance of the credit, etc. Vendor shall work with the Department to identify potential interviewees and survey questions. Interviewees may include F-HTC, RE-HTC, and IL-HTC recipients and applicants; F-HTC recipients and applicants who did not move forward with RE-HTC or IL-HTC; applicants who did not move forward with any of the incentive programs (F-HTC, RE-HTC, IL-HTC); local government officials and staff; developers; funders; and community groups.

1.2.9. Vendor shall identify and analyze economic impacts based on scale of rehabs/QREs (small vs large).

1.2.10. The Department will provide the Vendor with the following:

1.2.10.1. Spreadsheet in Microsoft Excel format of information from the F-HTC Parts 1, 2, and 3 cover forms for all tax credit projects whose Part 2s were approved by the NPS between 1/1/2000 and 12/31/2026 and between 1/1/2000 and 12/31/2028.

1.2.10.2. Spreadsheet in Microsoft Excel format of all RE-HTC and IL-HTC projects, application information, and any state tax credits issued.

1.2.10.3. Spreadsheet in Microsoft Excel format of all IL-HTC application-round information and data tracked by the Department.

1.2.10.4. List of F-HTC projects that have undergone SHPO review pursuant to the National Historic Preservation Act of 1966 and the Illinois State Agency Historic Resource Preservation Act for state and federal grants, HUD funding, Illinois Housing Development Authority funding, and Low-Income Housing Tax Credits.

1.2.10.5. Spreadsheet in Microsoft Excel format of partial property-tax assessment information for RE-HTC projects.

1.2.10.6. Spreadsheet in Microsoft Excel format of NRHP listings in Illinois.

1.2.10.7. Access to physical and digital project files and other information, as deemed necessary and appropriate in consultation with the Department.

1.2.10.8. Digital project photographs from Department files.

1.2.11. The Department has provided Exhibit A, B and C for references purposes only. The Department expects the Economic Impact Report provided under this contract to meet or exceed the quality standards produced in these reports.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. The final deliverables shall be two graphically designed, full-color Economic Impact Reports in .pdf format and each report’s data, map layers, research, and source materials in a software format to be determined by the Department and the Vendor. Each report must meet the World Wide Web Consortium's Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. No printed copies of the final reports are required. Meetings may take place virtually.

1.3.2. Within twenty (20) working days of contract execution, Vendor shall meet with the Department staff. At this meeting, the following will occur:

1.3.2.1. Discussions to solidify anticipated method of analysis for the report.

1.3.2.2. Vendor may propose additional analyses to those outlined above to improve the report.

1.3.2.3. Spotlight/discussion case studies

1.3.2.4. Department staff will provide Vendor with items citied in 1.2.2.

1.3.2.5. Vendor will provide specific dates for the following:

1.3.2.5.1. Weekly check-ins with designated Department staff to ask any questions and report on status of research. Department staff will provide responses to questions within 7 working days of receipt.

1.3.2.5.2. Monthly meetings with Department staff to review data and provide progress reports and initial findings.

1.3.3. Within two (2) months of contract execution, Vendor shall:

1.3.3.1. Provide data (not including map layers) in 1.2.2 organized into a single, cohesive list/database/spreadsheet.

1.3.3.2. Propose data to be displayed on Google Earth map layers.

1.3.3.3. Propose method to gather data for 1.2.8.

1.3.3.4. The Department will review and provide comments within seven (7) working days of receipt.

1.3.4. Within three (3) months of contract execution, Vendor shall:

1.3.4.1. Provide data report components of 1.2.3 through 1.2.6

1.3.4.2. Propose additional spotlights (sidebar discussion) for 1.2.7

1.3.4.3. Propose interviewees and survey/interview questions for 1.2.8

1.3.4.4. The Department will review and provide comments within ten (10) working days of receipt.

1.3.5. Within four (4) to five (5) months of contract execution, Vendor shall:

1.3.5.1. Provide 1.2.2 data as layers of a Google Earth map

1.3.5.2. Provide data report components of 1.2.9

1.3.5.3. Provide the table of contents

1.3.5.4. Provide a draft executive summary

1.3.5.5. Propose a graphic layout/mock-up for the report and individual case studies.

1.3.5.6. The Department will review and provide comments within ten (10) working days of receipt.

1.3.6. Within six (6) months of contract execution, Vendor shall provide the Department with a draft report of the above findings.

1.3.6.1. The Department will review and provide comments within twenty (20) working days of receipt. After receiving the Departments comments, the Department may require the Vendor to provide a second and third draft for review before the Department approves the final draft to proceed.

1.3.7. Within nine (9) months of contract execution, Vendor shall:

1.3.7.1. Provide the Department with the final report through calendar year 2026 (to be delivered in 2027).

1.3.7.2. Set the first meeting date for the second report through calendar year 2028, where 1.2.2. will be discussed (for the report to be delivered in 2029). Similar milestones and deliverables identified in 1.2.2 through 1.3.6. a will be required for the second report.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor shall have at least one project team member who meets at least one of the following Professional Qualification Standards previously published in the Code of Federal Regulations, 36 CFR Part 61.

1.4.1.1 History: The minimum professional qualification in history is a graduate degree in history or closely related field; or a bachelor’s degree in history or closely related field plus one of the following:

1.4.1.1.1 At least two years of full-time experience in research, writing, teaching, interpretation, or other demonstrable professional activity with an academic institution, historic organization or agency, museum, or other professional institution; or

1.4.1.1.2 Substantial contribution through research and publication to the body of scholarly knowledge in the field of history.

1.4.1.2 Architectural History: The minimum professional qualifications in architectural history are a graduate degree in architectural history, art history, historic preservation, or closely related field with coursework in American architectural history or a bachelor's degree in architectural history, art history, historic preservation or closely related field plus one of the following:

1.4.1.2.1. At least two years of full-time experience in research, writing, or teaching in American architectural history or restoration architecture with an academic institution, historical organization or agency, museum, or other professional institution; or

1.4.1.2.2. Substantial contribution through research and publication to the body of scholarly knowledge in the field of American architectural history.

1.4.1.3 Historic Architecture: The minimum professional qualifications in historic architecture area professional degree in architecture or a State license to practice architecture, plus one of the following:

1.4.1.3.1. At least one year of graduate study in architectural preservation, American architectural history, preservation planning, or closely related field; or

1.4.1.3.2. At least one year of full-time professional experience on historic preservation projects.

1.4.1.3.3. Such study or experience shall include detailed investigations of historic structures, preparation of historic structures research reports, and preparation of plans and specifications for preservation projects.

1.4.1.4 Vendor shall have project team members with collective, direct experience in each of the following:

1.4.1.4.1. Production of a minimum of three (3) economic impact reports for either a state or federal historic tax credit program (provide examples of completed reports), and

1.4.1.4.2. One individual with a masters in an economics-related discipline such as finance, economics, or public policy, and

1.4.1.4.3. Experience in conducting surveys and evaluation methods, and

1.4.1.4.4. Familiarity and access to IMPLAN or equivalent, and

1.4.1.4.5. Graphic design

1.5. ATTACHMENTS:

1.5.1. Exhibit A – The Impact of Historic Tax Credit Investment in Illinois 2012-2024

1.5.2. Exhibit B – Evaluation of the Maine Historic Rehabilitation Tax Credit (HRTC)

1.5.3. Exhibit C – Economic Impacts of Projects Leveraged by the Minnesota Historic Structure Rehabilitation Tax Credit

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: United States 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.

2.3. 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, 2029. 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

|X| Agency Definitions Historic Preservation Tax Credit (IL-HTC): 35 ILCS 31

River Edge Historic Tax Credit (RE-HTC): 35 ILCS 5/221

Change Orders Any change order authorized under this Section shall be made in writing. Any person employed by and authorized by any unit of State or local government to approve a change order to any public contract who knowingly grants that approval without first obtaining from the unit of State or local government on whose behalf the contract was signed, or from a designee authorized by that unit of State or local government, a determination in writing that (1) the circumstances said to necessitate the change in performance were not reasonably foreseeable at the time the contract was signed, or (2) the change is germane to the original contract as signed, or (3) the change order is in the best interest of the unit of State or local government and authorized by law, commits a Class 4 felony. The written determination and the written change order resulting from that determination shall be preserved in the contract's file which shall be open to the public for inspection. This Section shall only apply to a change order or series of change orders which authorize or necessitate an increase or decrease in either the cost of a public contract by a total of $25,000 or more or the time of completion by a total of 180 days or more. A change order shall be executed by the State agency and vendor evidencing the change. All changes shall be approved by the CPO, or designee, and be accompanied by a written determination that the circumstances said to necessitate the change in performance were not reasonably foreseeable at the time the contract was signed and the change is germane to the original contract as signed.

|_| Other (describe)

Illinois Department of Natural Resources

SHPO Economic Impact Reports CY26 and CY28

27-422DNR-DIREC-B-54394

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

Street Address: One Natural Resources Way

City, State ZIP: Springfield, IL 62702

Printed Name: Jim Montgomery

Official’s Title: Director

Fiscal’s Title: Chief Fiscal Officer

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: SHPOEIR26

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