Contract-ISF- Grandstand Beer Concession Operation FINAL 3.16.26.docx

STATE OF ILLINOIS

TAXPAYER IDENTIFICATION NUMBER

Illinois Department of Agriculture

State of Illinois Contract v.25.4

Illinois Department of Agriculture Contract AGR-ISF-Grandstand Beer Concession Operation B-50848

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:

1.2. SUPPLIES AND/OR SERVICES REQUIRED: The Vendor agrees to perform services as outlined in this contract, and any other duties that may be assigned, and to adhere to all work rules, and unless otherwise agreed, provide all tools, equipment, commodities and other property, tangible or intangible, necessary to provide said services. Service and/or equipment modifications provided by the Department will be invoiced to the Vendor to include time, material and labor. Vendor shall be responsible for providing the following products, services, and supplies, at its sole expense, and complying with the below requirements:

1.2.1 All items sold and all supplies required to perform the duties outlined in this contract, including, but not limited to, serving counters, bars, beer tubs, tappers, refrigerators, coolers, any devices or equipment or supplies needed to keep drinks cold, ice refrigerants, coolants, sufficient size plastic cups, tickets, wristbands, point of sales systems, along with any, and all, other equipment that may be required to perform said duties, but are not listed in this paragraph.

1.2.2 Vendor is responsible for making all arrangements for any and all equipment, hardware, coolers, shelving, etc. needed for its operations at the Fairgrounds. Vendor is responsible for the movement of said items around the Fairgrounds as/if needed, and installing equipment for use. Vendor shall notify Illinois State Fair management of their intended set up date, which shall not be prior to July 1. Access to facility and specific dates are subject to Department approval. Vendor shall notify Department of any trades labor needed associated with this.

1.2.3 Temporary space for Vendor’s business operations for this contract is available, but size and location are not guaranteed. The number of designated areas, and locations, of Vendor’s break room(s), hospitality area(s), accounting office(s), space for holding products and supplies for this contract during the month of August, etc., located within the Grandstand Building and Multi-Purpose Arena, shall be at the sole discretion and approval of the Illinois State Fair Management. Vendor and Department will do a physical walk through of the selling venues in the second quarter of each year of this contract, on a mutually agreeable date, to identify product and supply holding areas and other locations.

1.2.4 All Vendor items (including any structures or vehicles used for storage) must be removed from the Fairgrounds, and all keys to a Fairgrounds facility must be returned to Department, no later than one week following the conclusion of the Illinois State Fair, unless otherwise agreed in writing by Department. Space and availability for non-August usage of the Fairgrounds is in the discretion of the Department. If Vendor is interested in space on the Fairgrounds beyond the month of August, Vendor must enter into a separate contract for such.

1.2.5 Vendor shall be subject to all procedural requirements, Department rules and policies, and required fees of golf car use on the Fairgrounds. If Vendor wishes to rent a golf cart(s), Vendor will be responsible for the associated rental and/or permit fees required by Department. Four Wheelers, ATVs, Gators and all other continuously running vehicles violate Illinois State Fair policies. All Department rules regarding use of golf carts, including street restrictions, must be followed.

1.2.6 Vendor will be responsible for providing portable restroom units at the Grandstand facility. A minimum of twelve (12) portable restroom units, plus two (2) accessible portable restroom units, are required on the track of the Grandstand. Vendor may be required to obtain and provide additional portable restroom units for concerts with a large number of track tickets purchased, as determined necessary by Department. Department will provide at least 24 hours’ notice in such event.

1.2.7 Vendor is responsible for identifying and obtaining all licenses and fees required for Vendor’s activities pursuant to this contract. Proof of all licenses must be available to Department by July 15th of each contract year.

1.2.8 Vendor must be able to provide proof of dram shop insurance to Department by July 15th of each contract year upon Department request.

1.2.9 All items sold by Vendor must be approved by Department. Vendor must provide Department, no later than August 1 of each contract year, with a complete list of drinks Vendor intends to sell pursuant to this contract, including the following details: volume in ounces, selling price, alcohol by volume (as applicable), and location product will be offered.

1.2.10 Drinks shall be sold in the in the ounce denominations (also called a “serving” or “serving size”) noted below, unless an exception as noted in 1.2.11 applies:

1.2.10.1 Beer: 16 ounces

1.2.10.2 Seltzer: 12 ounces

1.2.10.3 Non-beer beverages: 20 ounces.

1.2.11 Alternate ounce sizes

1.2.11.1 If the Department determines an alternate ounce size is appropriate and notifies Vendor of such in writing, Vendor must provide the item(s) in the alternate ounce size. Department will provide such notice by July 15 of the contract year unless exigent circumstances prevent such.

1.2.11.2 Vendor may sell a product in an alternate ounce size, after requesting approval from Department in writing and receiving approval in writing if one of the following apply.

1.2.11.2.1 The product is only available for Vendor to purchase in a smaller size and Vendor provides proof of such, or,

1.2.11.2.2 Vendor demonstrates that the cost of the Department-designated serving size for a product would result in a negative profit to Vendor if sold at the maximum price limit per item set by Department pursuant to this contract, or

1.2.11.2.3 Vendor provides a compelling reason based on unavoidable and unforeseen circumstances. Vendor shall make such a request by July 1 of the contract year unless exigent circumstances prevent such.

1.2.12 Upon written request, and after receiving Departmental approval, other types of drinks containing alcohol may be sold at both locations, subject to the same pricing and sourcing conditions as other beer and beverages under this contract.

1.2.13 Specific Operational Requirements. Unless noted otherwise, this section is applicable to Vendor operations in the Grandstand and Multi-Purpose Arena.

1.2.13.1 Vendor is responsible for promptly complying with requests from relevant authorities about egress matters and ensuring Vendor’s staff and activities do not impede ingress, egress, or access to emergency exits or alarms.

1.2.13.2 Vendor shall maintain and operate all concessions and space occupied pursuant to this contract in accordance with such standards of cleanliness, safety and service which are satisfactory to the sole discretion of the Department. Both parties to this Agreement shall consult from time to time concerning such matters as safety, cleanliness, condition and appearance of said concessions and surrounding premises to ensure that they are maintained and operated in a matter suitable to complement, and enhance, the business of the Illinois State Fair.

1.2.13.3 Vendor shall operate concessions in accordance with all laws relating to sales of alcohol including not selling to minors. Vendor is solely responsible for requesting, obtaining, and verifying that anyone purchasing beer is at least 21 years of age at the time of ticket redemption.

1.2.13.4 Vendor must use all Department-approved beer and beverage providers (“approved providers”) for all beer and beverages sold pursuant to this contract. Vendor must obtain beer and beverages from each approved provider. Department will provide a list of approved providers no later than July 1 of each contract year and will notify Vendor of any additions to the list after that date.

1.2.13.5 Department may excuse Vendor from having to purchase from an approved provider if Vendor makes such request in writing with documentation supporting the request and the request is reasonably based on one of the following:

1.2.13.5.1 There is insufficient time between Vendor being notified of the approved provider and the commencement of the Fair to obtain product for use at the Fairs;

1.2.13.5.2 Vendor has identified products to be purchased from the approved provider that provider says are not in stock or will not arrive in time for the Fair;

1.2.13.5.3 Approved provider’s product prices are such that Vendor would be selling those products at the Fair at a loss;

1.2.13.5.4 Or some unforeseen issue.

1.2.13.6 Hours of operation shall coincide with the public opening of the venue on event days. Vendor shall be open for all public events in the Grandstand and MPA for the duration of the event. This contract does not give Vendor the authority to operate outside of public events in the Grandstand. Vendor’s staff necessary for setting up operations may arrive earlier in the day to set up. Staff working the event should arrive no sooner than one hour prior to gate openings. Department will furnish Vendor with gate times once they have been confirmed or if they are changed at a later date to be different than what is identified below. A typical schedule for the facilities is:

1.2.13.6.1 Grandstand. Opening at 10am daily for at least 5 days of the Fair, for harness racing, and 8:30am 2 days of the Fair for auto racing. Closing from 3pm (or whenever the morning’s event ends) until 7pm, The Grandstand itself will open at 7pm at least 9 days of the Fair; the pre-show party tent will open at 5:30 those same days but will not require access to the Grandstand facility.

1.2.13.6.2 Multi-Purpose Arena. This facility is not open daily during the Fair and does not typically have events scheduled before the afternoon hours. For approximately five days of the Fair, the MPA will have events starting at 7:30pm, and one day it will have an event starting at 5pm.

1.2.13.7 Vendor agrees to work with any, and all, Department contracted sponsors to enhance the beer and beverage dispensing facilities in accordance with all laws and regulations. Vendor may not obtain sponsors or exclusive-rights agreements for their activities under this contract without written approval from Department.

1.2.13.8 Vendor may not advertise or display any signage or similar content without requesting approval from Department, in writing, and receiving such approval. Department has ultimate authority on size, placement, location, etc.. This does not include signage that identifies all items offered for sale and their cost, so long as all items are identified in substantially similar size and the sign includes no slogans or similar text. Vendor will be held financially responsible for any damage done to Department facilities from signage.

1.2.13.9 Department reserves the right to accompany Vendor's personnel, at any point during the lifetime of this contract, to oversee, witness and participate in the product inventory and/or sales process.

1.2.13.10 Grandstand Specific Operational Requirements:

1.2.13.10.1 Two selling locations in the Grandstand are required during harness racing and auto racing. A minimum of five selling locations in The Grandstand will be required for concert nights, absent exigent circumstances; however, the exact number, size and location of the selling locations may be changed, increased or reduced, at the Department's sole discretion. Selling locations will be identified by the Department each contract year by July 25 and will be based on event ticket sales and Department operational needs for compliance with entertainer contracts.

1.2.13.10.1.1 If circumstances result in a strong probability of reduced drink consumption at an event, Department and Vendor may agree to several locations less than 5 (minimum 3).

1.2.13.10.2 No Styrofoam products may be utilized. Beer and beverages sold in sealed containers must either be aluminum cans or plastic bottles or served in plastic cups (no glass allowed). ONLY soft-sided cups approved by Department will be allowed on the Track/SRO area. Vendors must retain all caps from beer and beverage containers at all points of sale; caps may not be given to customers. This applies to all locations and concessions where beverages are sold

1.2.13.10.3 One of the selling locations in the Grandstand is the Blue Ribbon Zone. This is a small seating area, current capacity of 48, where Vendor will provide wait-staff service to ticket holders, taking payment and providing product to the customer at their seat.

1.2.13.10.4 One of the selling locations in the Grandstand is the Party Tent located in the infield, which has a capacity of 300. In the event that a Party Tent is reserved for a concert, Department shall notify Vendor, and Vendor shall provide staff and services at a location easily accessible to those in the Party Tent.

1.2.13.10.5 Vendor must provide sufficient personnel at any entrance (including the Grandstand Track) to be responsible for ensuring that attendees are pouring all beer and beverages into a plastic cup before entering onto the track. Vendor is responsible for the staffing and enforcement of this provision throughout the facility, including patrons entering the facility.

1.2.14 Sales Specific Information

1.2.14.1 Vendor will be responsible for the procurement of a digital point of sale system, reasonably similar and equivalent to a Square or Clover point of sale system, that digitally tracks sales and all types of transactions.

1.2.14.2 Vendor shall have a written plan for operations in the event of a point of sale (sales system) malfunction or failure submitted to the Department by July 15th of each year of the contract. This plan is subject to approval by Department. The plan must include

1.1.14.2.1. Back up operations plan if the point-of-sale system is down.

1.1.14.2.2. Department notification plan, including details of when and who will notify the Department of point-of-sale failure, steps to address the problem, repair timeline and implementation of backup plan

1.1.14.2.3. Sales price must not exceed $6.00 per beer or $5 beverage without formal amendment. This price must include sales tax and any transaction fee.

1.2.15 Prohibited Activities.

1.2.15.1 No beer or beverages containing tetrahydrocannabinol (THC) of any kind or any cannabis derivative are permitted to be sold pursuant to this contract.

1.2.15.2 Beer or other beverages shall not be served past their expiration date.

1.2.15.3 No tickets, wristband, passes or other potential methods of sale, other than those approved by the Department, may be utilized by Vendor for this contract.

1.2.15.4 Vendor cannot dispense, offer, or provide to the public any complimentary, free or reduced-rate items sold pursuant to this contract. All items must be sold at the Department and Vendor agreed upon rate. If Vendor or Vendor’s staff provide any item at a reduced or no cost, Vendor must compensate the Department at the item’s full price rate

1.2.15.5 Vendor may not host meetings, private events, parties, or any non-ticketed events, on the Fairgrounds without requesting and receiving written approval from Department. If such events are approved, all food and drinks for the event must be obtained from vendors with Department contracts.

1.2.16 Security Specific Provisions

1.2.16.1 No security additions or modifications, permanent or temporary, may be installed or removed without Department approval, and must be done by Department employees. Vendor may be billed for the time, materials, and labor of such activities.

1.2.16.2 If Vendor is interested in utilizing security cameras or a security system, Vendor must submit a request in writing to Department, describing the system, the camera placement, and the reason for the camera/security system. This must be requested no later than July 1 of each contract year.

1.2.16.3 Department will review and consider all Vendor proposed security camera requests and perform any agreed upon installation.

1.2.16.4 Department will review all requests and may seek follow-up information. Department will provide a written response to Vendor after reviewing and considering all information. Department’s response will include whether permanent or temporary cameras are approved, which party will bear the cost of the camera(s) and their installation, and what location(s) cameras will be added.

1.2.16.5 The following will be true in all instances, unless identified otherwise in the approval:

1.2.16.5.1 Only Department may install permanent cameras.

1.2.16.5.2 Vendor will not be given access to the State camera network.

1.2.16.5.3 Subject to written request and video recording retention limitations, Department will provide copies of camera footage at no cost to Vendor.

1.2.16.5.4 If Vendor utilizes cameras in areas of the Fairgrounds that are not open to the public, regardless of which party is controlling or paying for those cameras, Vendor must post signs in those areas that clearly tell people in those areas that there are cameras recording

1.2.16.6 If Vendor utilizes security cameras that are not connected to the Department’s camera network:

1.2.16.6.1 Vendor must post signs in the areas of the camera view that clearly tell people in those areas that there are cameras recording.

1.2.16.6.2 Vendor will provide Department access to or copies of any camera footage Department requests.

1.2.16.6.3 Vendor will not disseminate any footage of the Fairgrounds without first receiving Department approval, except in the limited instance of an emergency situation to assist law enforcement.

1.2.16.6.4 All non-permanent equipment used by Vendor must be removed no later than one week following the last day of the Fair, unless Department paid for the equipment. Department will be responsible for all of its equipment. Vendor is responsible for making arrangements with Department to have Department staff uninstall or remove equipment. If Vendor fails to have their equipment removed by the last day of August, Department will consider it abandoned and take possession.

1.2.17 To Assist Vendor in Providing the services required in this contract, Department will provide to Vendor, at no cost:

1.2.17.1 Garbage and recycling hauling following the conclusion of each event at each venue, or more frequently if Vendor notifies Department.

1.2.17.2 Can liners for garbage and recycling receptacles, as needed.

1.2.17.3 Daily parking and admission credentials for vendor’s staff for each event at each venue. The total number of credentials provided will be at the discretion and approval of the Department.

1.2.17.3.1 In the event a gate is closed, due to capacity, Department issued parking passes are valid at any open gate. The Department cannot guarantee assigned parking spaces or parking availability.

1.2.17.4 Daily janitorial cleaning of all areas of the venues (except portable restroom facilities)

1.2.17.5 Portable restroom facilities as needed in the MPA

1.2.17.6 Utilities at both venues at no charge to Vendor

1.2.17.7 Cooperation with vendor to ensure sales operations have appropriate electric and internet connections as/if needed.

1.2. MILESTONES AND DELIVERABLES:

1.3.1 Vendor must provide a daily sales report of items sold, from their digital point of sale system, at the daily accounting meeting held in the Emmerson Building Space Rental Office. This function should take place no later than 12:30pm following each day of sales, including the Monday following the conclusion of the Fair.

1.3.2. All payments required of Vendor, shall be made in full to the Department at the times of the accounting. At the daily accounting, Vendor shall present to the Department sales reports from all points of sale locations within each contracted facility.

1.3.3 Vendor must meet with Department representatives at least once each day of the Fair to exchange information for that night’s event(s) and review logistical operations. Recommended time is 1pm daily.

1.3. VENDOR/STAFF SPECIFICATIONS: In addition to the requirements of the vendor listed throughout this contract, the following specifications are required for vendor and its staff:

1.4. TRANSPORTATION AND DELIVERY: See Section 1.2, 1.3, and 1.4.

1.5. SUBCONTRACTING:

Subcontractors are not allowed.

1.5.14. 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.

1.5.15. 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

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.5.16. 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.

1.5.17. 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).

1.6. 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: Illinois State Fair Grounds 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 estimated.

2.2. VENDOR’S PRICING:

2.2.1 Sales price must not exceed $6.00 per beer or seltzer, or $5 per beverage without formal amendment. This price must include sales tax and any transaction fee.

2.2.2 Vendor shall pay the Department a sum of ______ % (minimum of 15%) of gross sales of all drinks sold pursuant to this contract. Gross sales shall include tax and any transaction fee.

2.3. RENEWAL COMPENSATION: If the contract is renewed, the price shall be at the same rate as for the initial contract term

2.4. MAXIMUM AMOUNT: N/A Revenue Generating

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the date of execution and ending on January 31, 2028. 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.

3.1.2. RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the total of eight (8) years.

3.1.2.1 One renewal covering the entire renewal allowance;

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

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

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

3.2. 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 numberand 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…