State of Illinois Contract v.25.4

Central Management Services

Contract

Retail Food Space Management

25-416CMS-BOSS4-P-95277

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois Department of Central Management Services (“State”) has entered into this Contract with the Vendor to establish a long-term, no-cost agreement pursuant to 30 ILCS 500/53-10(c) for the operation and management of a retail food service space located at 555 W. Monroe Street, Chicago, Illinois.

The purpose of this Contract is to provide building occupants and visitors with access to a wide variety of high-quality, affordable, and desirable food options that accommodate diverse nutritional, health, and dietary preferences.

The Vendor will operate the food service location in a professional manner that ensures consistent food quality, customer satisfaction, and adherence to all applicable health, safety, and sanitation regulations, while maintaining a clean, safe, and welcoming environment.

Vendor acknowledges that no full kitchen or back-of-house cooking facility is provided as part of the Premises. Vendor will conduct all operations within the limitations of the designated retail food space and will not rely on the availability of any kitchen facilities.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Operations and Service Model

1.2.1.1. Vendor will operate and manage the retail food service location at 555 W. Monroe Street, Chicago, Illinois, providing daily food service to building occupants and visitors.

1.2.1.2. Vendor will implement a quick-service café and market-style operation that includes both made-to-order and grab-and-go offerings.

1.2.2. Hours of Operation

1.2.2.1. Vendor will maintain hours of operation, at a minimum, consistent with standard State business hours, Monday through Friday, excluding State holidays, unless otherwise approved by the State.

1.2.3. Menu Variety

1.2.3.1. Vendor will provide a diverse, high-quality menu that includes breakfast and lunch options, incorporating hot meals, fresh prepared items, and pre-packaged grab-and-go selections.

1.2.3.2. Vendor will ensure menu offerings include options that accommodate dietary needs, including but not limited to vegetarian, vegan, gluten-free, and low-sodium items.

1.2.3.3. Vendor will ensure that food offerings are fresh, safe, and prepared in accordance with all applicable health and sanitation regulations.

Vendor will update and rotate menu offerings on a regular basis to ensure variety and customer engagement.

1.2.4. Food Quality, Safety, and Preparation Standards

1.2.4.1. Vendor will comply with all applicable federal, State, and local health, safety, and sanitation laws, regulations, and codes, including those of the Illinois Department of Public Health, the City of Chicago and any other applicable inspections.

1.2.4.2. Vendor will maintain all required permits, licenses, and certifications necessary to operate a food service establishment.

1.2.4.3. Vendor will consistently provide high-quality food and service that meets or exceeds industry standards for freshness, safety, and presentation.

1.2.4.4. Vendor will comply with all food quality and safety practices including but not limited to:

Ingredient Quality:

• Use of approved, licensed suppliers

• Verification of freshness, temperature, and product integrity upon delivery

Food Safety Controls:

• Maintenance of temperature logs (cold ≤ 41°F, hot ≥ 135°F)

• Implementation of Fist In First Out (FIFO) inventory practices

• Compliance with Hazard Analysis Critical Control Point)

HACCP-based preparation methods

Preparation Standards:

• Use of standardized recipes

• Batch cooking to maintain freshness

• Replacement of any food item not meeting quality standards

Quality Assurance

• Continuous monitoring during service

• Immediate corrective action for any deficiencies

1.2.4.5. Vendor will use only compostable or recyclable disposable food ware, certify compliance with all applicable laws, and ensure subcontractors comply with the same requirements.

1.2.5. Facilities, Utilities, and Equipment

1.2.5.1. CMS will provide access to base utilities, including electricity, water, and waste connections. Vendor shall be responsible for all costs associated with utility usage, equipment connections, and any additional infrastructure or upgrades required to support its operations.

1.2.5.2. Vendor will be responsible for all utilities associated with the operation of the space, unless otherwise specified by the State.

1.2.5.3. Vendor will maintain all equipment in good working order and ensure the space remains clean, sanitary, and in good condition at all times.

1.2.5.4. Vendor will maintain the premises in a clean and sanitary condition, including all food preparation, storage, service, and customer areas.

1.2.5.5. Vendor will comply with all sanitation standards and inspection requirements throughout the term of the contract.

1.2.5.6. Vendor will maintain the retail food space in a clean and sanitary condition, in compliance with all applicable City of Chicago Food Sanitation Municipal Codes and Illinois Department of Public Health sanitation regulations.

1.2.5.7. Upon contract termination, Vendor will perform a comprehensive cleaning of all equipment and the retail food space, including steam cleaning appliances, scrubbing floors and walls, removing grease and trash, and leaving the premises in a fully sanitized condition within a timeframe mutually agreed with the Agency, not to exceed two (2) weeks after final food service.

1.2.6. Equipment, Installation, and Maintenance

1.2.6.1. Vendor shall be solely responsible for supplying, installing, connecting, maintaining, repairing, and replacing all equipment necessary for the operation of the retail food service unless expressly provided by CMS in writing.

1.2.6.2. Any existing equipment provided by CMS shall be accepted on an as-is basis without warranty, and Vendor assumes all responsibility for its use, maintenance, and replacement.

1.2.6.3. Vendor will install, at its own expense, a computerized Point-of-Sale (POS) system capable of accepting debit, credit, and contactless payments (e.g., Visa, MasterCard, or equivalent).

1.2.7. Cosmetic Improvements and Repairs

1.2.7.1. Vendor will be fully responsible for all cosmetic improvements and non-structural repairs, as well as the cost of repairing or replacing any equipment as needed. All cosmetic improvements, non-structural repairs, and equipment-related needs must be identified in the Move-In Plan and submitted to the Agency for approval prior to implementation.

1.2.7.2. Any repairs needed that impact structural integrity, building systems, life-safety components, or other core building infrastructure must also be identified in the Move-In Plan. The Agency will review these items and issue a final determination regarding which repairs are authorized and will be completed.

1.2.7.3. Vendor will promptly notify the Agency of any required repairs or equipment replacement to prevent further deterioration or additional costs.

CMS will remain responsible for structural components of the building, including but not limited to walls, ceilings, roof, plumbing systems, electrical infrastructure, and HVAC systems, except to the extent damage is caused by the negligence or misuse of the Vendor.

1.2.8. Use of Premises and Alterations

1.2.8.1. Vendor may install equipment, fixtures, and operational improvements necessary for performance of the Contract, subject to prior written approval from CMS. All installations must comply with applicable laws, codes, and building requirements.

1.2.8.2. Vendor may rearrange or reposition existing furniture and non-permanent fixtures within the Premises with prior written approval from CMS. Permanent alterations shall not be made without CMS approval.

1.2.8.3. Vendor may install and maintain its own security systems, including cameras and alarm systems, at its own expense, subject to prior written approval from CMS. CMS shall not be responsible for monitoring, maintenance, or liability related to such systems.

1.2.8.4. Vendor’s performance obligations shall be reasonably aligned with the physical limitations of the Premises, including but not limited to space constraints, utility capacity, and the absence of a full kitchen facility.

1.2.9. Customer Service and Performance Monitoring

1.2.9.1. Vendor will always provide professional and courteous customer service and maintain an environment that is welcoming, efficient, and responsive to customer needs.

1.2.9.2. Vendor will promptly address customer complaints and operational issues and take corrective action as necessary to maintain service quality.

1.2.9.3. Vendor will use a structured approach to gather, review, and act on customer feedback by utilizing mechanisms that include but are not limited to:

• Comment cards at the register

• Digital QR code feedback forms

• Monthly employee/patron surveys

• Direct communication with On-Site Manager

1.3. MILESTONES AND DELIVERABLES:

deliverables. Vendor will submit a detailed move-in and implementation plan to the State for review and approval prior to commencing operations. Within ten (10) business days of contract execution, Vendor will submit a final Move-In Plan for State approval. The Move-In Plan will include, at a minimum:

Identification of all required repairs and improvements, including:

• Cosmetic improvements and non-structural repairs (as required under Section 1.2.7.).

• Any structural or infrastructure-related repairs that will require CMS review and authorization.

1.3.2. Phase 1 Pre-Move Coordination:

• Conduct on-site walkthrough with CMS and building management

• Identify required repairs or replacements

1.3.1. This project is anticipated to be in distinct phases, each with their own set of

Work associated with facility preparation, improvements, or repairs shall not commence until the Move-In Plan has been reviewed and approved in writing by the State.

• Submit final move-in schedule for CMS approval

• Confirm utility access (electric, water, waste, refrigeration)

• Deliver ServSafe, Food Service Sanitation Manager Certification

(FSSMC), and staff background check verification

1.3.3. Phase 2 – Facility Preparation:

• Cleaning and sanitation

• Equipment installation and repair (as approved in the Move-In Plan and authorized by the State)

• Staff orientation and facility briefing

• POS system setup

• Initial inventory and supply delivery

1.3.4. Phase 3 – Soft Opening:

• Limited menu service

• Operational testing of equipment, service flow, and staffing levels

• Adjustments based on performance and customer feedback

• Customer feedback collection

1.3.5. Phase 4 – Full Operations:

• Full menu implementation

• Weekly specials program activation

• Full staffing deployment

• Implementation of ongoing cleaning, sanitation, and temperature monitoring procedures

• Ongoing operational performance monitoring and adjustments

Vendor will achieve full operational status within eight (8) weeks following contract execution, subject to State review and written approval of the Move-In Plan and the completion of any structural or infrastructure-related repairs identified under Sections

1.2.7.1 through 1.2.7.3. If such repairs impact the schedule, Vendor will submit a revised timeline for State approval. Vendor remains responsible for completing all cosmetic improvements and non-structural repairs within the approved timeline.

1.4. VENDOR/STAFF SPECIFICATIONS:

Vendor will implement and maintain, at all times during the term of the Contract, the staffing model that includes:

1.4.1. One (1) full-time, on-site Retail Food Space Manager, physically present during all operating hours, who:

• Holds a valid City of Chicago Food Service Sanitation Manager Certification (FSSMC)

• Serves as the primary point of contact for the State

• Oversees all daily operations, compliance, staffing, and customer service

1.4.2. Sufficient culinary, front-of-house, and sanitation staff to ensure:

• Continuous service during all required hours

• Safe food preparation and handling

• Timely service delivery and customer flow management

1.4.3. Vendor will ensure all staff are trained in food safety, sanitation, allergen awareness, and customer service.

1.4.4. Vendor will provide adequate staff to ensure full coverage of breakfast and lunch service hours and maintain adequate support for food preparation, ordering, cleaning, and administrative management: Examples of staffing positions may include but are not limited to:

• On-Site Retail Food Space Manager

• Head Chef / Kitchen Manager

• Line Cooks

• Customer Service / Cashier Staff

• Sanitation & Utility Support Staff

1.4.5. On-Site Manager Certification: The On-Site Retail Food Space Manager shall hold and maintain a current City of Chicago Food Service Sanitation Manager Certificate (FSSMC) obtained through Chicago Department of Public Health– approved training and examination and comply with all applicable Illinois Department of Public Health regulations under 77 Ill. Adm. Code 750.

1.4.6. On-Site Chef/Cook Requirements: All culinary staff must possess all required food handling and sanitation certifications and comply with applicable public health regulations.

1.4.7. Background Checks: Each Vendor employee and subcontractor employee requiring access to the building must consent to, and pass, a criminal background check if requested by the State.

1.4.8. Vendor will establish and enforce a strict policy to monitor the whereabouts of all employees, subcontractors, and delivery staff while on-site.

1.4.9. All staff handling food shall use non-latex gloves to prevent allergen exposure.

1.4.10. Off-site Vendor management shall maintain ongoing communication with the On-Site Manager and designated Agency contacts and shall attend Retail Food Space Management meetings as required.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Vendor will coordinate all deliveries of food, supplies, and equipment in accordance with building management requirements and State direction.

1.5.2. Vendor will ensure that deliveries are conducted in a manner that minimizes disruption to building operations.

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:

Amount to Be Paid:

Address:

Description of Work:

• Subcontractor Name:

Amount to Be Paid:

Address:

Description of Work:

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 will 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 will disclose the locations where the services required will 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 will be a breach of contract if the Offeror shifts any such work outside the United States.

• Location where services will be performed: 555 W. Monroe Street Chicago, IL

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: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order and reflects the monthly rent payable by the vendor to the State under this agreement.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this contract will not exceed $300,000.00 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 five-year (5) term commencing upon the last dated signature of the Parties. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor will 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. OPT-OUT CLAUSE: The State will provide the Vendor with the option to terminate the contract if, after 18 months of continuous operation, the Offeror’s verified net profits fall below a threshold that renders operations unsustainable.

This determination will be based on the State’s evaluation of the Vendor’s financial performance taking into account the Vendor’s financial documentation and any relevant supporting materials. If such unsustainable conditions are met, the Vendor may exercise this clause by providing written notice to the State, including supporting financial documentation.

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 will 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 one hundred and twenty (120) 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 will 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 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 will be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices will 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 will 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 will 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.

4.2. PAYMENT OF MONTHLY RENT: Under this contract, the Vendor is not required to submit invoices for supplies or services. Instead, the Vendor shall pay the State the monthly rent amount as specified in the Items tab of the BidBuy Purchase Order.

4.2.1. Payment Schedule: The monthly rent is due on or before the first day of each month, beginning on the effective date of this contract.

4.2.2. Taxes: Vendor shall not include taxes in the monthly rent unless the Vendor provides proof that the State is subject to such taxes. If necessary, the Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

4.2.3. Method of Payment: Monthly rent payments shall be made directly to the State in accordance with the payment instructions provided by the Agency in the BidBuy Purchase Order.

Send payments to:

Agency: Bureau of Property

Management Fiscal Management

Attn:

Revenue Manager

Address:

313 S. 6th Street, Suite 130

City, State Zip Springfield, Illinois, 62701

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

4.3. ASSIGNMENT: This contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

4.4. 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 will 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 will 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 will 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.

4.5. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors will 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, will 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 will 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 will 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 will 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 will not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.6. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor will continue to perform its obligations while any dispute concerning this contract is being resolved unless otherwise directed by the State.

4.7. 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.

4.8. 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.

4.9. 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 will 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, will be considered public.

No confidential data collected, maintained, or used in the course of performance of this contract will 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 will 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.

4.10. 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, will 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 will be subject to the confidentiality provisions of this contract.

4.11. INDEMNIFICATION AND LIABILITY: The Vendor will 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 will be liable for incidental, special, consequential, or punitive damages.

4.12. INSURANCE: Vendor will, 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 will 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 will not limit Vendor’s obligation to indemnify, defend, or settle any claims.

4.13. INDEPENDENT CONTRACTOR: Vendor will act as an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the State will be made on that basis.

4.14. SOLICITATION AND EMPLOYMENT: Vendor will not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor will give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.15. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors will 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 will be in compliance with applicable tax requirements and will be current in payment of such taxes.

Vendor will obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.16. 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 will immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.17. APPLICABLE LAW:

4.17.1. PREVAILING LAW: This contract will be construed in accordance with and is subject to the laws and rules of the State of Illinois.

4.17.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.17.3. 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 will 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.

4.17.4. 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).

4.18. 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 will assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.19. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois will 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 will 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 will have any liability to the Vendor for that order or orders.

4.20. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, will 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.

4.21. NOTICES: Notices and other communications provided for herein will be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications will 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 will be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice will be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.22. 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, will be ignored and the remaining provisions will be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, will 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 will prevail.

4.23. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor will 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.

4.24. 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.

4.25. SCHEDULE OF WORK: Any work performed on State premises will be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

4.26. WARRANTIES FOR SUPPLIES AND SERVICES:

4.26.1. 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.

4.26.2. Vendor will ensure that all manufacturers’ warranties are transferred to the State and will provide to the State copies of such warranties. These warranties will be in addition to all other warranties, express, implied or statutory, and will survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

4.26.3. 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 will monitor performances of each individual and will 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.

4.27. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor will immediately notify the State of any event that may have a material impact on Vendor’s ability to perform this contract.

4.28. 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

Required Federal Clauses, Certifications and Assurances

Public Works Requirements (construction and maintenance of a public work) 820

ILCS 130/4.

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.

Agency Specific Terms and Conditions

Other (describe)

OWNERSHIP AND SURRENDER OF PREMISES All movable equipment, furniture, and personal property installed by Vendor shall remain the property of Vendor and may be removed upon expiration or termination of this Contract. Any permanent improvements to the Premises shall become the property of CMS unless otherwise agreed in writing.

Upon termination, Vendor shall return the Premises in good condition, reasonable wear and tear excepted and shall repair any damage caused by the removal of its property.

6. ATTACHMENTS

6.1. Financial Disclosures

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #: 24-416CMS-BOSS4-R- 225604

• Project Title: Retail Food Space Management

• Contract #: 25-416CMS-BOSS4-P-95277

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

RFP

• BidBuy / Bulletin Reference: 25-416CMS-BOSS4-B-46638

• BidBuy / Bulletin Publication Date:08/22/2025

• Award Code: B

• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

• Funding Source:

• Obligation #:

• Small Business Set-Aside? Yes No Percentage:

• Minority Owned Business? Yes No Percentage:100%

• Women Owned Business? Yes No Percentage: 100%

• Persons with Disabilities Owned Business? Yes No Percentage:

• Veteran Owned Small Business? Yes No Percentage:

• Other Preferences?