EIR Contract.docx

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 Contractor affirms that the Certifications and if applicable the Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Contractor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including FORMS B) ☐ No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. SUPPLEMENTAL PROVISIONS

6. STANDARD CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST (IF APPLICABLE)

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “FORMS B” (IF APPLICABLE)

In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACT SIGNATURES page.

STATE OF ILLINOIS

CONTRACT

Illinois Department of Natural Resources IDNR Historic Preservation Economic Impact Report

SHPOEIR22

State of Illinois Chief Procurement Office General Services Contract V. 18.2

VENDOR

Date:

STATE OF ILLINOIS

Street Address: One Natural Resources Way

City, State ZIP: Springfield, IL 62702

Printed Name: Colleen Callahan

Official’s Title: Director

State of Illinois IFB Contract: Description of Supplies and Services V. 14.1

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: B-28079

· Project Title: IDNR State and Federal Historic Tax Credit Economic Impact Report

· Contract #: SHPOEIR22

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

· IPB Reference #: B-28079

· IPB Publication Date: N/A

· Award Code: C

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

· Funding Source:

· Obligation #: SHPOEIR22

· Other Preferences?

Contract V. 18.2

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. SUPPLIES AND/OR SERVICES REQUIRED: The Illinois Department of Natural Resources (IDNR) requires the services of a qualified third party to provide a Statewide Historic Tax Credits (SHTC) and River Edge Historic Tax Credits (RHTC) Economic Impact Report in accordance with 35 ILCS 31/20 (c) and 35 ILCS 5/221(c-1).

1.1.1. Vendor shall prepare a single report that contains the data and analysis for both the SHTC and RHTC programs; however, the data for each program shall be presented and analyzed separately. The final product must also contain the raw data used in the report in a format accessible by the Department.

1.1.2. Vendor shall prepare a list/database/spreadsheet of the following data for all Illinois Federal Historic Tax Credit (FHTC) projects whose Part 2s were approved by the NPS between 1/1/2012 and the most recent SHTC allocation date prior to the execution of this contract. Department will provide data in 1.1.2.a through 1.1.2.i, partial j, l, m, n p, r, s, partial u (see 1.1.12). 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 FHTC only, RHTC (i.e., FHTC + RHTC), or SHTC (i.e., FHTC + SHTC).

a. Location (address and county)

b. NPS project number

c. Whether project is ongoing or complete (i.e., certified Part 3 and issued RHTC or SHTC Certificate, if applicable)

d. Estimated QRE, from Part 2

e. Estimated QRE, from Part 3

f. Estimated non-QREs, from Part 3

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

h. FHTC credit, based on Part 3 QRE

i. Post-rehab use

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

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

l. Number of housing units before rehab

m. Number of housing units after rehab

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

o. Total square footage before rehab

p. Total square footage after rehab

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

r. For FHTC projects that also applied for RHTC

i. Estimated RHTC credit, based on Part 2 QRE

ii. Actual RHTC credit, based on the issued River Edge Program State Income Tax Credit Certificate

iii. RHTC Issuance fee

s. For FHTC projects that also applied for SHTC

i. Requested SHTC allocation

ii. Assigned SHTC allocation

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

iv. Actual SHTC credit, based on the issued Illinois Historic Preservation Tax Credit Program State Income Tax Credit Certificate

v. Percentage of SHTC credit sought, allocated, and issued relative to project’s QREs

vi. SHTC Issuance fee

t. Sales, income, and property tax generation from 1995 to present (representing before, during, and after construction)

u. Use and amount of state and federal grants, New Market Tax Credit, HUD funding, Illinois Housing Development Authority funding, and Low-Income Housing Tax Credits

1.1.3. Reporting Components: Analysis of the data in 1.1.2 shall include at least the following:

a. Number of FHTC NPS-approved Part 2s

b. Number of completed FHTC projects (certified Part 3s)

c. Total FHTC credit, based on Part 3 QRE

d. Number of ongoing RHTC projects

e. Number of completed RHTC projects

f. Total RHTC credit issued

g. Number of projects that have applied for SHTC

h. Number of projects that have received SHTC allocations

i. Number of projects that have received SHTC tax credit

j. Total SHTC credit issued

k. SHTC allocation amount needed to provide every project an allocation with a per project cap of $3 million

l. SHTC allocation amount needed to provide every project an allocation without a per project cap

m. Program-wide, aggregate percentage of SHTC credit sought, allocated, and issued relative to projects’ total QREs

n. Geographic statewide impact/distribution of FHTC before and after RHTC and SHTC establishment

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

p. Totals of state and federal grants, New Market Tax Credit, HUD funding, Illinois Housing Development Authority funding, and Low-Income Housing Tax Credits

q. Direct, indirect, and induced economic impacts

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

s. Sales, income, and property tax trends or patterns from 1995 to present as a result of FHTC, RHTC, and SHTC projects, noting any other economic drivers in the area

t. Direct and indirect neighborhood and municipality impact 1 year, 3 years and every 5 years after FHTC, RHTC, and SHTC project completion

u. Dollars leveraged by every dollar of RHTC and SHTC (leveraged investment ratio)

v. Benefit/cost analysis: for every $1 of RHTC and SHTC, the state will collect $XX in new tax collections

w. Length of time for the State to recoup its tax-credit investment, per project and aggregated per RHTC and SHTC program

x. Environmental impacts, quantified (retained embodied energy, less demolition in landfill in tons, etc.)

y. Other measurable “quality of life” markers (From ME reports):

i. crime and poverty levels in the neighborhood

ii. property market stability/stagnation

iii. education quality

iv. other markers as determined by Vendor in consultation with Department

1.1.4. Vendor shall identify “control” properties of similar size, age, and market that did not undergo a substantial rehabilitation and complete 1.1.3.r. Vendor shall consult with the Department for identification of these control properties.

1.1.5. 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.

a. FHTC-only projects to FHTC projects that also received RHTC

b. FHTC-only projects to FHTC projects that also received SHTC

c. Projects that received RHTC to projects that received SHTC

1.1.6. Vendor shall compare data gathered in Sections 1.1.2, 1.1.3, and 1.1.4 to other sectors including:

a. Comparison of relevant metrics (i.e., property-tax assessments, induced economic impacts, sales-tax generation) to other State of Illinois economic-development investments or programs

b. Private dollars invested per job type created compared to other State of Illinois economic-development investments or programs

c. State dollars invested per job type created compared to other State of Illinois economic-development investments or programs

d. Comparison to other State of Illinois economic-development investments or programs

1.1.7. Vendor shall analyze State benefit and investment recuperation, application efficiency, and administrative burden of the SHTC program if the $3 million per-project cap were retained while the annual programmatic cap were:

a. Increased to $30 million

b. Increased to $50 million

c. Increased to $75 million

d. Removed altogether Vendor shall recommend an optimal SHTC programmatic cap.

1.1.8. Vendor shall track when RHTC and STHC credits were issued for a project and when that project claimed the credits – years 1 through 5 for RHTC, years 1 through 10 for SHTC. Vendor will assess the value of the state tax credits and how they are impacted by inflation if the credits are carried forward.

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

a. In-depth analysis of the Peoria Warehouse Historic District, listed to the NRHP on 9/17/2014 (RHTC). The warehouse district was created after the establishment of RHTC and specifically for the RHTC. Thus, the RHTC leveraged the usage of FHTC. Analysis shall include total number of buildings in the district, number of contributing buildings, use of each building prior to 9/2014, number of RHTC-rehabbed buildings, years vacant (if appropriate), number of buildings rehabbed without the use of FHTC/RHTC. Integrate the data from 1.1.2 through 1.1.5, as appropriate and as needed. Analysis shall include the discussion of the success of the RHTC in the warehouse district leading to the creation of the Downtown Peoria NRHP district, which enabled additional RHTC projects.

b. Spotlight/discussion on Rockford (RHTC) and first RHTC project: Rockford has many NRHP districts and NRHP-eligible buildings but very little FHTC activity prior to the enactment of RHTC. Again, RHTC leverages the use of FHTC, which was available but not used.

c. Spotlight/discussion of geographic distribution of FHTC utilization after passage of RHTC and SHTC programs

d. Spotlight/discussion on RHTC and SHTC projects that also use Low Income Housing Tax Credits including case studies (to be determined in consultation with the Department)

e. Spotlight/discussion on affordable senior housing including: case studies of St. Charles Hospital (Aurora, RHTC) and Paris High School (Paris, SHTC)

f. Turner School in Rockford (RHTC): innovative use of the RHTC and private capital for Rockford’s District 2 Police Station

g. Potential analyses of select Illinois cities on the borders of states with robust state tax credit programs and possible loss of development in Illinois, for instance, Rock Island and Moline versus Davenport, IA, and Bettendorf, IA; Waukegan versus Kenosha, WI; Quincy versus Hannibal, MO; Alton or Belleville versus greater St. Louis, MO; Galena versus Dubuque, IA.

1.1.10. 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 FHTC, RHTC, and SHTC recipients and applicants; FHTC recipients and applicants who did not move forward with RHTC or SHTC; applicants who did not move forward with any of the incentive programs (FHTC, RHTC, SHTC); local government officials and staff; developers; funders; and community groups.

1.1.11. Vendor shall identify and analyze economic impacts based on scale of rehabs.

1.1.12. The Department will provide the Vendor the following:

a. Spreadsheet in Microsoft Excel format of information from the FHTC Parts 1, 2, and 3 cover forms for all tax credit projects whose Part 2s were approved by the NPS between 1/1/2012 and the most recent SHTC allocation date prior to the execution of this contract

b. Spreadsheet in Microsoft Excel format of all RHTC and SHTC projects, application information, and any state tax credits issued

c. Spreadsheet in Microsoft Excel format of all SHTC application-round information and data tracked by the Department

d. List of FHTC 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

e. Spreadsheet in Microsoft Excel format of partial property-tax assessment information for RHTC projects

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

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

h. Digital project photographs from Department files

1.1.13. 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.

1.2. MILESTONES AND DELIVERABLES: The final deliverables shall be a graphically designed, full-color Economic Impact Report in .pdf format and the report, data, map layers, research, and source materials in a software format to be determined by the Department and the Vendor. No printed copies of the final report are required. Meetings may take place virtually.

1.2.1. Within ten (10) working days of contract execution, Vendor shall meet with the Department staff. At this meeting, the following will occur

a. Discussions to solidify anticipated method of analyses for the report.

b. Vendor may propose alternative and/or additional analyses and procedures than those outlined above to improve the report.

c. Spotlight/discussion case studies

d. Department staff will provide Vendor with items listed in 1.1.12.a through 1.1.12.f

e. Vendor will provide specific dates for the following:

i. 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.

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

1.2.2. Within 1 month of contract execution, Vendor shall:

a. Provide data (not including map layers) in 1.1.2 except for k, t, and u organized into a single, cohesive list/database/spreadsheet

b. Propose how the data in 1.1.2.k, t, and u will be collected

c. Propose data to be displayed on Google Earth map layers The Department will review and provide comments within seven (7) working days of receipt.

1.2.3 Within 2 months of contract execution, Vendor shall

a. Finalize all data in 1.1.2 (including 1.1.2.k, t, and u)

b. Provide draft map layers that include 1.1.2 data

c. Provide a draft list of “control” properties outlined in 1.1.4.

d. Propose method to gather data for 1.1.8 The Department will review and provide comments within seven (7) working days of receipt.

1.2.4 Within 3 months of contract execution, Vendor shall:

a. Provide data report components of 1.1.3 through 1.1.4 and 1.1.11

b. Propose additional comparisons for 1.1.5

c. Propose other State of Illinois economic-development investments or programs for comparison (1.1.6).

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

1.2.5 Within 4 months of contract execution, Vendor shall:

a. Provide data report components of 1.1.5 through 1.1.8

b. Propose interviewees and survey/interview questions for 1.1.10 The Department will review and provide comments within ten (10) working days of receipt.

1.2.6 Within 5 months of contract execution, Vendor shall:

a. Provide progress on report components of 1.1.10 and 1.1.9

b. Provide the table of contents

c. Provide a draft executive summary

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

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

1.2.7 Within 6 months of contract execution, Vendor shall provide the Department with a draft report of the above findings.

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

1.2.8 Within 9 months of contract execution, Vendor shall provide the Department with the executive summary, individual case studies, and the final report.

1.3 VENDOR / STAFF SPECIFICATIONS:

1.3.1 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.

a. History: The minimum professional qualification in history are 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:

i. 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

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

b. 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:

i. 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

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

c. 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:

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

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

iii. 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.

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

a. 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

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

c. Experience in conducting surveys and evaluation methods, and

d. Familiarity and access to IMPLAN or equivalent, and

e. Graphic design

1.4 TRANSPORTATION AND DELIVERY: N/A

1.5 SUBCONTRACTING:

Subcontractors are allowed.

For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the contract. If subcontractors will be utilized, Vendor must identify below the names and addresses of all subcontractors it will be entering into a contractual agreement that has an annual value of $50,000 or more 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 to the extent the information is known that each subcontractor is expected to receive pursuant to the Contract. Attach additional sheets as necessary.

1.5.1 Will subcontractors be utilized? |_| Yes |_| No

· 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

1.5.2 All contracts with the subcontractors identified above must include the Standard Certifications completed and signed by the subcontractor.

1.5.3 If the annual value of any the subcontracts is more than $50,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.5.4 If the subcontractor is registered in the Illinois Procurement Gateway (IPG) and the Vendor is using the subcontractor’s Standard Certifications or Financial Disclosures and Conflicts of Interest from the IPG, then the Vendor must also provide to the State a completed Forms B for the subcontractor.

1.5.5 If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor will be 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 into prior to award of the Contract are done at the sole risk of the Vendor and subcontractor(s).

1.6 SUCCESSOR VENDOR

|_| Yes |X| No This contract is for services subject to 30 ILCS 500/25-80. Heating and air conditioning service contracts, plumbing service contracts, and electrical service contracts are not subject to this requirement. Non-service contracts, construction contracts, qualification-based selection contracts, and professional and artistic services contracts are not subject to this requirement.

If yes is checked, then the Vendor certifies:

(i) that it shall 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 certification supersedes a response to certification 4, Form F, of the Illinois Procurement Gateway (IPG).

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 Vendor shifts any such work outside the United States.

· Location where services will be performed:

Value of services performed at this location:

Contract V. 18.2

2 PRICING

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

2.2 EXPENSES ALLOWED: Expenses are not allowed.

2.3 DISCOUNT: The State may receive a N/A % discount for payment within N/A days of receipt of correct invoice.

2.4 VENDOR’S PRICING: Attach additional pages if necessary.

2.4.1. Vendor’s price for the Economic Impact Report: $__________________

2.5 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $75,000.00 without a formal amendment.

3 TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract shall have an initial term of upon signature of the Director of the Illinois Department of Natural Resources for a period of eighteen (18) months.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed 10 years.

3.1.2 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 RENEWAL: N/A

3.3 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.

3.4 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.

3.4.1. 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.

3.5 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 Department’s funding by reserving some or all of the Department’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Department 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.

3.6 State of Illinois Chief Procurement Office General Services Contract V. 18.2

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 on Vendor’s invoices shall have no force and effect.

4.1.2 Minority Contractor Initiative: Any Vendor awarded a contract under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) of $1,000 or more is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 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 (http://www.state.il.us/agency/idol/index.htm) 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 the contract, and the amount billed and expenses incurred are as allowed in the 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 state tax exemption number and federal tax exemption information.

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

Send invoices to:

4.2 ASSIGNMENT: This contract may not be assigned, 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 specifically hired to perform all or part of the work covered by the 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 subcontractor certifications as shown on the Standard 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 and the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract. 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 the contract or subcontract and necessary to support amounts charged to the State pursuant the 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 the 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 the 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 the contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the contract, in whatever form it is maintained, promptly at the end of the 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 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 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 venture 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 505/1. 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 in and 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 the contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue the 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) (50 ILCS 140) notwithstanding any provision to the contrary that may be found in this contract.

4.24 SCHEDULE OF WORK: Any work performed on State premises shall be done 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.

STATE OF ILLINOIS

MINORITIES, FEMALES, PERSONS WITH DISABILITY STATUS AND PARTICIPATION

UTILIZATION PLAN

ATTACHMENT HH

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.

State of Illinois IFB 17 Attachment HH…