Contract-DQ- Golf Cars Rentals~1.docx

STATE OF ILLINOIS

TAXPAYER IDENTIFICATION NUMBER

Illinois Department of Agriculture

State of Illinois Contract v.25.4

Illinois Department of Agriculture Contract AGR-DQ B and G-Golf Cars Rentals B-52900 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:

Illinois Department of Agriculture (“Department” or “IDOA”) is seeking a vendor, who will be the exclusive provider of Golf Car, ADA Scooter, Pull Wagon and Wheelchair for the Du Quoin State Fairgrounds (“Fairgrounds”). Scooters, wagons, and wheelchairs will be limited to the period of the Du Quoin State Fair (“Fair”). Vendor will be the exclusive provider of golf car rentals during the Fair and Non-Fair events throughout the year. Individuals or entities may bring their own golf cars to the Fairgrounds but will be required to pay a permit fee for such.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1 Vendor shall be the exclusive year-round provider of golf car rentals on the Du Quoin State Fairgrounds in Du Quoin, including both fair and all non-fair rentals throughout the year.

1.2.1.1 The following cars are required to be available for rental: Two (2) Passenger (2P), Four (4) Passenger (4P), Six (6) Passenger (6P), and Heavy-Duty Utility Golf Cars. Heavy Duty Utility golf cars must be equipped with a cargo bed that has a minimum load capacity of at least 600 pounds.

1.2.1.2 Below you will find the historical average number of golf car rentals broken out by category.

1.2.1.3 The department did not collect the average number of golf cars for 2025.

Historical Golf Car Rentals

1.2.2 Only during the Du Quoin State Fair, Vendor shall be the exclusive provider of accessible personal use mobility devices, including scooters, pull wagons, wheelchairs, and heavy-duty wheelchairs.

1.2.2.1 Scooters and wheelchairs available for rental must include motorized options and must be accessible and compliant with the Americans with Disabilities Act.

1.2.2.2 List below is the recent rental history for ADA Scooters, Pulls Wagons and Wheel Chairs:

Historical ADA Scooters, Pull Wagons, Wheel Chairs

1.2.3 For all rentals and services provided under this contract, for the Fair and non-fair events, Vendor shall be responsible for providing the following products, services, and supplies, at its sole expense, and complying with the below requirements:

1.2.3.1 All Equipment provided for rental by Vendor must be clean, in good repair, and in good working order. The cleanliness and operability of the equipment shall be maintained throughout each the term of this contract.

1.2.3.2 Vendor will provide renters with a telephone number to contact in case of equipment malfunction.

1.2.3.3 The Vendor shall charge a fee for all golf car and mobility device renters (hereinafter, “renters”) on a per day, per item basis. All rental rates shall be subject to approval by IDOA. IDOA retains the right to require Vendor to adjust rental rates to ensure rental rates are not cost-prohibitive for potential renters.

1.2.3.4 Vendor shall submit its proposed rental rates to IDOA by June 1 of each year of this contract. Rates will be effective from July 1 to the following June 30.

1.2.3.5 Vendor shall be solely responsible for charging renters and collecting payment for rentals.

1.2.3.6 Vendor is responsible for and required to physically inspect all items available for rental before providing the item to a renter to ensure appropriate working order and sufficient battery.

1.2.3.7 Vendor is responsible for paying IDOA for all electric costs associated with Vendor’s rental operation, after receiving an invoice from IDOA for such.

1.2.3.8 Vendor must have a mechanic or technician who can respond to a renter’s issue within 2 hours of receiving notification of a problem. If Vendor’s mechanic or technician cannot arrive to address the issue within 2 hours, Vendor must provide a replacement item to the renter at no cost to the renter.

1.2.3.9 Vendor must provide gasoline engine golf carts for rental, subject to the terms contained herein.

1.2.3.10 Vendor cannot offer for rental any continuously running recreational utility vehicle, off terrain vehicle, all terrain vehicle, side by side, or similar vehicle.

1.2.3.11 All golf carts must have a roof/top, headlights, and taillights.

1.2.3.12 If the Vendor cannot provide the appropriate number of gasoline powered golf cars required to satisfy the rental needs requested for the Du Quoin State Fair or non-Fair event, Vendor may supplement their inventory of gasoline powered golf cars with electric powered golf cars.

1.2.3.12.1 If the vendor utilizes electric-powered carts, vendor is solely responsible If Vendor utilizes electric-powered carts, Vendor is solely responsible for providing all charging equipment/stations, and notifying renters of how and where and when they can charge a cart.

1.2.3.12.2 Vendor must notify IDOA, via the Du Quoin State Fair Administrative Office, if electrical carts will be provided, no later than 10 days prior to the event/Fair or as soon as Vendor learns of it, whichever is sooner.

1.2.3.13 Vendor is responsible for all fuel costs associated with the rental of Vendor-owned golf cars.

1.2.3.14 Vendor fuel cannot be stored inside of an IDOA- owned building.

1.2.3.15 Vendor is responsible for inspecting all golf cars – those that it rents and personally owned ones – to confirm they have functioning headlights and are otherwise compliant with IDOA’s Golf Car Rules and policies.

1.2.3.16 Vendor shall not put a permit on a golf cart unless and until said cart passes inspection(s).

1.2.3.17 Vendor is responsible for affixing permits to all golf cars, including personally owned golf cars.

1.2.3.18 Vendor is responsible for providing a lock, chain/cable, and key for every Vendor-provided golf cart.

1.2.3.19 Vendor shall maintain a spreadsheet of daily rentals that includes at least the name of the renter, the type of cart being rented, the dates of use in the renter’s application, the date renter picked up the cart, and when the cart was returned.

1.2.3.19.1 Vendor shall note in the spreadsheet where information that was initially reported has been changed, and what the change was.

1.2.3.19.2 Vendor shall provide this spreadsheet to IDOA at least one week prior to the rental, on the first and last day of the Fair and any non-Fair event using golf carts, a final version of the sheet within 10 calendar days after the conclusion of the rental.

1.2.3.20 Vendor is responsible for obtaining and providing any trailer, camper, or similar to use as office space on the Fairgrounds during the Fair and non-Fair events that rent golf carts.

1.2.3.21 Vendor shall be responsible for any specific security needs or requests. Department will not be liable for loss or damage to Vendor property.

1.2.3.22 Vendor is responsible for providing sufficient on -site staff for its operations.

1.2.3.23 Vendor shall have the option, but not the requirement, to sell and install golf cart lights on personally-owned carts presented for permitting/inspection.

1.2.3.24 Vendor must comply with all Department rules and policies regarding golf carts, including restricted areas, permits, etc.

1.2.3.25 Vendor shall arrange a meeting with Department for final reconciliation not more than 21 days after the end of the rental period.

1.2.4 For the term of this contract, Department agrees to be responsible for providing the following, for the Fair and non-Fair events:

1.2.4.1 Fairgrounds security to patrol the grounds during overnight or non-operational hours.

1.2.4.2 Physical space on the Fairgrounds for Vendor’s use to hold Vendor’s items available for rent during the Fair and non-fair events renting golf carts, and for Vendor’s office trailer.

1.2.4.3 Including in its space-rental contracts for the Fair and non-Fair events that IDOA has an exclusive golf cart provider that must be utilized.

1.2.4.4 Making information available to potential renters about Vendor’s offerings, rates, and contact information.

1.2.4.5 Department shall make available for renters a golf car rental application and or agreement form.

1.2.4.6 Department shall set the fee for golf cart permits publish such.

1.2.4.7 Department will accept golf car rental application and or agreement forms and shall have the discretion to approve or deny rental and permit requests.

1.2.4.8 Department will provide Vendor with a list of approved golf car renters. Renters will be responsible for contacting Vendor to make further arrangements.

1.2.4.8.1 Department will provide this list to Vendor 2 weeks after Department has started accepting and reviewing applications.

1.2.4.8.2 Department will provide updates to the list to Vendor every two weeks after that on an ongoing basis, as well as one week before the start of the rental period, the day of the rental period, and any updates or additions that occur during the rental period.

1.2.4.9 If requested by Vendor, Department shall provide Vendor a reasonable number of complimentary golf car permits, for Vendor’s use in Vendor’s operations, in Department’s discretion.

1.2.4.10 Department will collect all golf car permit fees, and such monies will be the exclusive property of Department, not subject to revenue sharing.

1.2.5 For the Du Quoin State Fair only, Vendor shall be responsible for providing the following products, services, and supplies, at its sole expense, and complying with the below requirements, in addition to the overall requirements and responsibilities in Section 1.2.3 and Section 1.2.1.1.:

1.2.5.1 Effective 2027, Vendor shall notify IDOA by June 1 of each year of this contract of its proposed rental rates for all equipment for the upcoming Fair.

1.2.5.1.1 For 2026 calendar year, vendor shall notify IDOA within 10 days of executed contract.

1.2.5.2 Vendor shall rent golf cars to the Public, as defined below, and to IDOA.

1.2.5.2.1 For the Du Quoin State Fair, “Public” shall mean State Agencies other than IDOA, Exhibitors, and Vendors/Concessionaires.

1.2.5.2.2 State Agencies shall use the Procurement Small Purchase Sole Source process to rent from awarded vendor. This process must be handled through Bidbuy and not through DuQuoin State Fair.

1.2.5.3 Golf cars shall NOT be available for rent to Fairgoers that are not acting in one of the roles identified in 1.2.2.(a)(ii).

1.2.5.4 Vendor shall provide IDOA, at no cost to IDOA, 12 golf cars each Fair. This shall include five four-passenger carts, five utility carts, and two six-passenger carts.

1.2.5.4.1 Vendor agrees to make best efforts to provide a different type of cart in place of those detailed above, upon written request from IDOA.

1.2.5.4.2 If IDOA needs to rent golf cars beyond the carts to be provided by Vendor without charge, Vendor shall charge IDOA rate less than the rate charged to the public.

1.2.6 For non-Fair events specifically, Vendor shall be responsible for providing the following products, services, and supplies, at its sole expense, and complying with the below requirements, in addition to the overall requirements and responsibilities in Section 1.2.3 and Section 1.2.1.1

1.2.6.1 “Public” shall mean state agencies other than IDOA, campers, competitors, exhibitors, vendors, concessionaires, and individuals and/or entities acting in their official capacity for the production and/or execution of a scheduled non-fair event on the Fairgrounds.

1.2.6.2 Golf carts shall not be available to rent to spectators or event attendees that are not acting in a role that meets the definition of public.

1.3. MILESTONES AND DELIVERABLES: See Section 1.2.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1 Vendor must not use third parties for golf carts. Third parties are not allowed.

1.5. TRANSPORTATION AND DELIVERY: See Section 1.2.

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: Du Quoin Fairgrounds Value of services performed at this location: Du Quoin Fairgrounds

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.

2.2. VENDOR’S PRICING: Vendor must submit the pricing under Items on Bid Buy as well as below.

2.2.1 Year 1-Vendor agrees to pay the IDOA a fee of $______, per car - per rental day, for each Vendor-owned golf car rented to the "public" during the Du Quoin State Fair and all Non-Fair Events. A minimum bid of $20.00 is required.

2.2.2 Year 2-Vendor agrees to pay the IDOA a fee of $_______, per car - per rental day, for each Vendor-owned golf car rented to the "public" during Du Quoin State Fair and all Non-Fair Events throughout the year. A minimum bid of $20.00 is required.

2.2.3 Year 1-Vendor agrees to pay the IDOA ______ % of total gross revenues accumulated from the Du Quoin State Fair, at vendor rental locations for ADA Scooter, Pull Wagon, and Wheelchair rental services to DQSF patrons. Minimum 7% is required.

2.2.4 Year 2-Vendor agrees to pay the IDOA ______ % of total gross revenues accumulated from the Du Quoin State Fair, at vendor rental locations for ADA Scooter, Pull Wagon, and Wheelchair rental services to DQSF patrons. Minimum 7% is required.

2.2.5 RENEWAL: Year 1-Vendor agrees to pay the IDOA a fee of $____________, per car - per rental day, for each Vendor-owned golf car rented to the "public" during the Du Quoin State Fair and Non-Fair Events. A minimum bid of $20.00 is required.

2.2.6 RENEWAL: Year 2-Vendor agrees to pay the IDOA a fee of $____________, per car - per rental day, for each Vendor-owned golf car rented to the "public" during the Du Quoin State Fair and Non-Fair events. A minimum bid of $20.00 is required.

2.2.7 RENEWAL- Year 1-Vendor agrees to pay the IDOA ______ % of total gross revenues accumulated from the Du Quoin State Fair, at vendor rental locations for ADA Scooter, Pull Wagon, and Wheelchair rental services to DQSF patrons. Minimum 7% is required.

2.2.8 RENEWAL Year 2-Vendor agrees to pay the IDOA ______ % of total gross revenues accumulated from the Du Quoin State Fair, at vendor rental locations for ADA Scooter, Pull Wagon, and Wheelchair rental services to DQSF patrons. Minimum 7% is required.

2.2.9 Following final, post-event reconciliation, Vendor shall subtract any amount Department may owe Vendor from the portion of rental proceeds Department is entitled to. If Department’s portion of rental proceeds do not cover Department’s rental costs, Vendor shall provide an invoice to Department for the remainer. If Department’s portion of rental proceeds are in excess of Department’s rental costs, Vendor shall write a check to Department for the remainder.

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 Date of Execution and ending two (2) years after. 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

|_| Agency Definitions Click here to enter text.

|_| Required Federal Clauses, Certifications and Assurances Click here to enter text.

|_| Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

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|_| Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

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|_| Agency Specific Terms and Conditions Click here to enter text.

|_| Other (describe) Click here to enter text.

Add Agency Definitions, Agency specific Terms and Conditions and Required Federal Clauses, Certifications and Assurances if applicable.

6. ATTACHMENTS

6.1. Financial Disclosures (including Illinois Procurement Gateway print-off if applicable)

6.2. Business Enterprise Program Utilization Plan

6.3. Veteran Small Business Participation and Utilization Plan

6.4. Illinois Standard Certifications

6.5. Construction/Bonding attachments

6.6. State of Illinois Offer Document

6.7. BidBuy Purchase Order

Illinois Department of Agriculture AGR-DQ B and G-Golf Cars B-52900

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62702

Printed Name: Jerry Costello II

Official’s Title: Director

Legal Printed Name: Tess Feagans

Legal’s Title: General Counsel

Fiscal’s Printed Name: Judy Vollmar

Fiscal’s Title: CFO

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 2640652015

· Project Title: AGR-DQ B and G-Golf Cars

· Contract #: 2640652015

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

· BidBuy / Bulletin Reference #: B-52900

· BidBuy / Bulletin Publication Date:

· Award Code:

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

· Funding Source:

· Obligation #:

· Other Preferences?

State of Illinois Chief Procurement Office for General Services Standard Illinois Certifications 30 ILCS 500/50-90 V.26.2

Vendor acknowledges and agrees that compliance with this subsection in its entirety for the term of the contract and any renewals is a material requirement and condition of this contract. By executing this contract Vendor certifies compliance with this subsection in its entirety and is under a continuing obligation to remain in compliance and report any non- compliance.

This subsection, in its entirety, applies to subcontractors used on this contract. Vendor shall include these Standard Illinois Certifications in any subcontract used in the performance of the contract.

A contractor or subcontractor that has entered into a contract for more than one year in duration for the initial term or any renewal term shall certify, by January 1 of each fiscal year covered by the contract after the initial fiscal year, to the applicable chief procurement officer of any changes that affect its ability to satisfy the requirements of Article 50 of the Procurement Code pertaining to eligibility for contract award. If a contractor or subcontractor is not able to truthfully certify that it continues to meet all requirements, it shall provide with its Standard Illinois Certifications a detailed explanation of the circumstances leading to the change in certification status. If a contractor or subcontractor continues to meet all requirements of this Article, it shall not be required to submit any certification or if the work under the contract has been substantially completed before contract expiration, but the contract has not yet expired. A contractor or subcontractor that makes a false statement material to the Standard Illinois Certifications is, in addition to any other penalties or consequences prescribed by law, subject to liability under the Illinois False Claims Act for submission of a false claim. 30 ILCS 500/50-2.

1. As part of each certification, Vendor acknowledges and agrees that should Vendor or its subcontractors provide false information, or fail to be or remain in compliance with the Standard Illinois Certification requirements, one or more of the following sanctions will apply:

· the contract may be void by operation of law,

· the State may void the contract, and

· the Vendor and it subcontractors may be subject to one or more of the following: suspension, debarment, denial of payment, civil fine, or criminal penalty.

Identifying a sanction or failing to identify a sanction in relation to any of the specific certifications does not waive imposition of other sanctions or preclude application of sanctions not specifically identified.

2. Vendor, if an individual, sole proprietor, partner or an individual as member of a LLC, certifies he/she is not in default on an educational loan. 5 ILCS 385/3.

3. Vendor, if an individual, sole proprietor, partner or an individual as member of a LLC, certifies it he/she has not received (i) an early retirement incentive prior to 1993 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code or (ii) an early retirement incentive on or after 2002 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code. 30 ILCS 105/15a; 40 ILCS 5/14-108.3; 40 ILCS 5/16-133.

4. For contracts other than construction contracts subject to the requirements of 30 ILCS 500/30-20 and 30 ILCS 500/33-10, Vendor certifies that it is a legal entity as of the date for submitting this bid, offer, or proposal. A person (other than an individual acting as a sole proprietor) must be a duly constituted legal entity to qualify as a bidder or offeror prior to submitting a bid, offer, or proposal. The legal entity must be authorized to transact business or conduct affairs in Illinois prior to execution of the contract. 30 ILCS 500/20-43.

5. For construction contracts subject to 30-20 and 33-10 of the Procurement Code, Vendor shall be registered with the Secretary of State as part of the pre-qualification process. 30 ILCS 500/20-43.

6. To the extent there was a current Vendor providing the services covered by this contract and the employees of that Vendor who provided those services are covered by a collective bargaining agreement, Vendor certifies (i) that it will offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and

(ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract. This does not apply to heating, air conditioning, plumbing and electrical service contracts. 30 ILCS 500/25-80.

7. Vendor…