Hamiton County Concession Contract Final.doc

STATE OF ILLINOIS

CONTRACT

Illinois Department of Natural Resources Hamilton County State Fish and Wildlife Area Concession 8852-4

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 includes BidBuy Purchase Order? (The Agency answers this question prior to contract filing.)

☐ Yes X No

Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including FORMS B) X 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. FORMS A

8. PURCHASE ORDER FROM BIDBUY (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.

VENDOR

Date:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62702

Printed Name: Colleen Callahan

Official’s Title: Director

I, JB Pritzker, Governor of the State of Illinois, pursuant to the provisions of 20 ILCS 805/805-330, do hereby provide written approval for this lease for concessions on property under the jurisdiction of the Department of Natural Resources.

Printed Name: JB Pritzker

Official’s Title: Governor, State of Illinois

AGENCY USE ONLY

NOT PART OF CONTRACTUAL PROVISIONS

Agency Reference #: 8852-4 Project Title: Hamilton County State Fish and Wildlife Area Concession Contract #: 8852-4 Procurement Method (IFB, RFP, Small Purchase, etc.): Small Purchase BidBuy Reference #: 21-422DNR-REALT-B-17596 BidBuy Publication Date: N/A Award Code: C Subcontractor Utilization? Yes No

Subcontractor Disclosure? Yes No Funding Source: N/A Obligation #: 8852-4 Small Business Set-Aside? Yes No

Percentage:

Minority Owned Business? Yes No

Women Owned Business? Yes No

Persons with Disabilities Owned Business? Yes No

Veteran Owned Small Business? Yes No

Other Preferences?

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. SUPPLIES AND/OR SERVICES REQUIRED:

The Vendor shall operate a concession which includes a restaurant for the Illinois Department of Natural Resources (IDNR) at Hamilton County State Fish & Wildlife Area located 8 miles southeast of McLeansboro, Illinois.

1.2. Hours of Operation: The concession shall be open and operating for the purpose of serving guests from a minimum of April 1 to the last Sunday in October but may be open the entire time of the contract with written approval of the Site Superintendent. Days and hours of operation are up to the discretion of the Vendor. The Concession cannot open prior to 6:00 AM or close after 10:00 PM. Hours of operation for the concession will be posted in conspicuous places for the benefit of visitors to the area.

1.2.1. Vendor will be authorized to sell, serve or dispense food, confections, hot and cold beverages, beer and wine (no glass bottles allowed), with food service, if properly licensed and insured, tobacco products, selected souvenirs and novelties in good character, newspapers, post cards, State of Illinois lottery tickets, bait, marine, fishing, picnic and camping supplies. The concession will also be authorized to sell native Illinois firewood, have boat rental (concessionaire must supply boats), place vending machines in the park and sell hunting and fishing licenses from the IDNR Point of Sales (POS) system.

1.2.2. The Site Superintendent and/or Concession Manager have absolute discretion to approve the types, items and quality of all merchandise sold and services rendered at the concession.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed Supplies and/or Services.

If checked, see the attached BidBuy Purchase Order for a Description of Supplies and/or Services.

1.3. Vendor Responsibilities - Restaurant

1.3.1. Vendor shall operate and maintain the restaurant facility in conformity with applicable Federal, State and local laws.

1.3.1.1 Vendor shall ensure that on-site chefs /cooks meet all Illinois Department of Public Health (IDPH) requirements and possess all required food handling and sanitation certifications.

1.3.1.2 The on-site restaurant manager shall possess a current Food Service Sanitation Manger Certification (FSSMC) from the IDPH and abide by Food Service Sanitation Code 77 ILL Adm Code 750.

1.3.1.3 Vendor shall provide all supplies, labor, supervision, maintenance, materials, and incidentals necessary to operate the restaurant concession in a manner satisfactory to IDNR and in accordance with modern standards and health codes.

1.3.1.4 Vendor shall keep the premises in a sanitary condition at all times, to include counters, and surfaces for cooking and serving food in conformity with applicable Federal, State and local laws. The Vendor shall clean all table tops, chairs and sweep the floor of the seating area after each serving, and spot wet mopping of the floor as spillage has occurred.

1.3.1.5 Vendor agrees to properly clean and store all soiled dinnerware and kitchen pots/pans in compliance with applicable health codes. Vendor agrees no soiled dinnerware, pots/pans, or cooking equipment will be left overnight. Vendor agrees to wipe down all tables in their respective work areas as well as all serving line wall surfaces, sinks, and appliances on a daily basis, ensuring no food scraps are left behind.

1.3.1.6 Vendor may use any state-owned equipment listed in Section 1.3.5.10. “Equipment” of this contract on site for the restaurant concession.

1.3.1.7 Vendor shall supply any additional equipment and incidentals required to properly operate the restaurant.

1.3.1.8 Vendor must provide copies of all Hamilton County health inspections to the IDNR contact on the day of inspection. Vendor shall comply with any recommendations made and failure of the Vendor to comply with such recommendations may result in the termination of the Lease.

1.3.1.9 Vendor shall be responsible for all interior decorating and painting of the restaurant facility if such actions are desired.

I. IDNR will furnish all paint supplies and materials including paint, paint brushes, paint trays and rags.

1.3.2. Vendor Responsibilities – Boat Rental

1.3.2.1 Vendor shall provide all boats and any additional boating equipment desired.

1.3.2.2 Vendor shall keep all boating equipment in safe and sanitary conditions at all times and maintain them in accordance with Section 5.1.10. “Maintenance, Repairs and Replacements.”

1.3.2.3 Vendor shall provide any additional safety equipment required to properly operate the boat rental concession and ensure renters follow all site-specific safety rules.

1.3.2.4 Vendor shall be responsible for all licenses and permits needed for all watercraft rentals.

1.3.2.5 Vendor shall ensure that all required registration stickers or notifications are displayed on all watercraft rentals.

1.3.3. Vendor Responsibilities – Firewood, Ice, and Camping, Fishing, Bait, Marine Sales

1.3.3.1 Vendor may provide and offer local native Illinois firewood and ice for sale to campers and visitors of the area.

1.3.3.2 Vendor may provide and sell camping, fishing, bait, and marine supplies.

1.3.4. Vendor Responsibilities – General

1.3.4.1 Vendor shall be responsible for utilities including electric, propane, telephone and all other utilities services (except for water) during the months the concession is operating.

1.3.4.2 Vendor shall be responsible for the pest control of the leased premises.

1.3.4.3 Vendor shall be responsible for mowing, care of shrubs and trees, and ground maintenance within 100 feet of the concession.

1.3.4.4 Vendor shall provide all janitorial supplies and services required to properly clean and operate the leased facilities. This includes but is not limited to the restaurant, banquet room, kitchen, outdoor storage areas, gift shop and cabins. Disinfectants are to be EPA-approved disinfectants. A list of EPA-approved disinfectants and the proper ways to use them can be found at: https://www.epa.gov/pesticide-registration/list-n-disinfectants-use-against-sars-cov-2-covid-19 .

1.3.4.5 Vendor shall provide refuse containers for use within the concession buildings and they need to be approved by the Site Superintendent and in accordance with any applicable standards of the Illinois Environmental Protection Agency and the Illinois Department of Public Health. All refuse containers are to be emptied at the end of each business day and during the day if the need arises. The refuse containers and their storage areas are to be sanitized and free of food and build-up at a minimum of once per week.

1.3.4.6 Vendor agrees to pick up and dispose of all refuse and litter lying on the ground within a one hundred (100) foot radius of the concession building whenever needed and at the close of business each day of operation.

1.3.4.7 Vendor shall always keep the premises in a sanitary condition with an EPA-approved disinfectant, to include counters, and surfaces for cooking and serving food in conformity with applicable Federal, State and local laws. The Vendor shall clean all tabletops and chairs in the seating area, including the enclosed patio seating area after each serving, and spot clean as spillage/messes occur. Clean and sanitary condition means free of dirt, dust, mud, spillage and refuse. Such cleaning shall include the arrangements of chairs, so they have a neat, orderly appearance at all times.

1.3.4.8 IDNR and vendor owned kitchen and restaurant equipment are to be sanitized with an EPA-approved disinfectant solution and cleaned at the end of each day of operation as well as when needed during the operating day. Vendor must follow all Public Health rules and regulations regarding food handling safety and cleanliness. Clean and sanitary condition means free of dirt, mud, spillage and refuse.

1.3.4.9 Vendor shall sweep and mop the kitchen, service areas, seating areas and restrooms with an EPA-approved disinfectant solution at the close of business each day and spot sweep and mop as spillage/messes occur.

1.3.4.10 Restroom Cleaning:

1.1. Floors of sealed concrete shall be swept then mopped with an EPA-approved disinfectant daily and additionally as needed.

1.2. Tile floors shall be swept and mopped with an EPA-approved disinfectant daily and additionally as needed.

1.3. Wall tile shall be cleaned free of hand marks, dust and smudges at all times.

1.4. All stainless steel shall be disinfected with an EPA-approved disinfectant and then polished with stainless steel cleaner at a minimum once weekly.

1.5. Clean and disinfect: partitions, doors, stools, urinals, wash basins, towel holders, soap dispensers, door handles, sanitary napkin receptacle and dispensers, and baby changing stations with an EPA-approved disinfectant daily and additionally as needed.

1.6. Clean Mirrors on a daily basis.

1.7. Empty and disinfect waste receptacles with an EPA-approved disinfectant monthly and additionally as needed. Place new liner in waste receptacles daily and additionally as needed.

1.8. Restock soap, toilet paper and toweling on a daily basis or as needed.

1.9. Clean fittings and supply pipes of dust and buildup when necessary on a monthly basis and additionally as needed.

1.10. Clean vents when necessary on a monthly basis and additionally as needed.

1.11. Clean light fixtures on a monthly basis and additionally as needed.

1.3.4.11 All interior and exterior areas of all concession buildings and cabins shall always be kept free of cobwebs.

1.3.4.12 All windows and window ledges are to be cleaned as needed or at minimum on a monthly basis to ensure that there are not any fingerprints and/or dust/dirt.

1.3.4.13 Vendor shall be responsible to replace any/all light bulbs inside and outside of the concession building.

1.3.4.14 Vendor shall be responsible for replacing the furnace filters during the months the concession is open.

1.3.4.15 Vendor shall be responsible for maintain any flower beds located outside the concession building.

1.3.4.16 Any IDNR property or equipment needing replaced as a result of improper or negligent use by Vendor or any of its employees, contractors or agents will be replaced at Vendor’s own expense and will become property of IDNR.

1.3.4.17 Vendor is required to repair and/or replace any piece of equipment owned by Vendor if it is broken or not functioning properly to the equipment’s manufacturer’s specifications to ensure that the public receives a positive impression of the leased premises. The Site Superintendent and/or the Concession Manager reserve the right to determine if Vendor owned equipment is to be repaired and/or replaced within the public’s view.

1.3.5. IDNR Responsibilities

1.3.5.1 IDNR shall be responsible for all structural repairs and maintenance, all mechanical equipment and systems permanently attached to the concession structures, including but not limited to the heating and air conditioning systems, plumbing and electrical systems, for exterior structural maintenance, repair and painting, when such repair, maintenance and replacement does not result from improper use or operation of such systems on the part of Vendor or Vendor’s agents, employees or guests.

1.3.5.2 IDNR shall be responsible for cleaning and maintenance of the grease trap, kitchen hood and suppression system.

1.3.5.3 IDNR shall be responsible for all required inspections of the kitchen hood and suppression system.

1.3.5.4 IDNR agrees to maintain all roads and pathways for uninterrupted ingress and egress to the premises, except when it becomes necessary to close an area due to unforeseen conditions beyond the control of DNR.

1.3.5.5 IDNR shall be responsible for mowing, care of shrubs and trees, and ground maintenance of the leased premises, except for areas designated to the Vendor.

1.3.5.6 IDNR shall be responsible for maintenance of all boat docks.

1.3.5.7 IDNR shall provide all watercraft registration for State Owned Boats if supplied during the contracted period used for rental by Vendor.

1.3.5.8 IDNR shall be responsible for providing water for the contracted period.

1.3.5.9 IDNR shall be responsible for providing propane and electricity during period of closure.

1.3.5.10 EQUIPMENT: IDNR shall supply the equipment listed below. The Vendor may use any or all the equipment provided subject to the regulations found in Section 5.1.10. of this contract. Vendor will provide all additional equipment required for the proper operation of the concession.

1.4. MILESTONES AND DELIVERABLES:

1.4.1. Vendor agrees to furnish IDNR with a Profit and Loss Statement covering the term of the Lease. This document shall reflect all business transactions on or from the leased premises during this year and shall be furnished no later than May 1 of the following year.

1.4.2. Vendor shall pay all taxes levied or assessed on the Premises, and all taxes and license fees growing out of or in connection with the operation of the Concession, whether or not measured by gross revenue from such business.

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:

Amount to be paid:

Address:

Description of work:

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 FORMCHECKBOX 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: Hamilton County SFWA

10279 Sunrise Point Road

McLeansboro, IL 62859

· 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 value is firm or estimated at the time it is submitted for obligation. The total value of this contract is firm.

2.2 EXPENSES ALLOWED: Expenses are not allowed.

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

2.4.1. Vendor’s Price for the Initial Term: Vendor shall pay DNR rent as outlined below:

Year 1 (2021 Season) Annual fee due September 1, 2021

2.4.2.

Vendor shall pay the agreed upon lease payment when due. Nonpayment shall be considered cause for cancellation of the Lease if Vendor has not paid the lease payment within thirty (30) days after due.

2.4.3. IDNR anticipates a fair and reasonable rental amount to be a minimum of $500.00 for Year 1 (2021 Season).

2.4.4.

Award shall be made to the vendor that has the highest total rental payment.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has a term of 1 year starting January 1, 2021 through December 31, 2021.

For procurements conducted in BidBuy, the State may include in this contract the BidBuy Purchase Order as it contains the agreed term.

If checked, see the attached BidBuy Purchase Order for the Term of this Contract.

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.

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:

See attached BidBuy Purchase Order

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

4.2 ASSIGNMENT: This contract may not be assigned, 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.

If beer and wine are sold, Lessee shall provide Dram Shop Insurance in such amounts as may be required by DNR and commensurate with industry standards.

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.

4.27 EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

SUPPLEMENTAL PROVISIONS

5.1 STATE SUPPLEMENTAL PROVISIONS

FORMCHECKBOX

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, and security services, if valued at more than $200 per month or $2,000 per year or printing) 30 ILCS 500/25-60.

Agency Specific Terms and Conditions

5.1.1 PREMISES: DNR shall lease to Vendor the terms and conditions contained in the lease, the “Premises” consisting of one concession building and property on which it stands and existing boat docks, located in Hamilton County State Fish and Wildlife Area, Section 26, Township 5, Range 7 East, of the 3rd Principal Meridian, in the County of Hamilton and the State of Illinois.

5.1.2 CONDITION OF PREMISES: Vendor has examined the Premises prior to, and as a condition precedent to, Vendor’s acceptance hereof, and is satisfied with the physical condition. Vendor’s taking of possession shall be conclusive evidence of Vendor’s receipt of the Premises in condition suitable for the Concession. Vendor agrees and admits that no agreement or promise to alter, repair or improve the Premises, either before or after the execution of the Lease, has been made by DNR unless contained herein. Vendor agrees to return the Premises to DNR in a condition as good as or better than its condition at execution of this Lease by Vendor, less reasonable wear and tear.

5.1.3 VACATING THE PREMISES: Unless renewal is arranged within thirty (30) days prior to the expiration of the Lease, Vendor shall, immediately upon such expiration, vacate the premises and remove all property to which Vendor holds proper title, except that Vendor shall not remove any property that is permanently attached to the structure regardless of whether Vendor holds proper title.

In the event of cancellation of the Lease Vendor shall, within Fifteen (15) days after the effective date of the cancellation vacate the premises and remove all property to which Vendor holds proper title, except that Vendor shall not remove any property that is permanently attached to the structure regardless of whether Vendor holds proper title.

Should Vendor fail to remove or dispose of Vendor's property as herein provided, DNR may consider such property abandoned and may claim proper title to such property or dispose of same at Vendor's expense.

5.1.4 INSPECTIONS/PERFORMANCE RECORD/SUSPENSION: DNR reserves the right to enter upon the Premises occupied by Vendor during regular operating hours to ensure compliance with the terms and conditions of the Lease, except as entry may unreasonably interfere with guests’ use or Vendor’s use of the Premises. DNR also reserves the right to enter upon the Premises at any time in case of an emergency situation, at the discretion of DNR. Upon request of the DNR, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of the contract.

The DNR may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue the contract, whether to suspend Vendor from doing future business with the State for a specified period of time or to determine whether Vendor can be considered responsible on specific future contract opportunities.

5.1.5 TYPE OF SERVICE, FOOD AND MERCHANDISE: Vendor will be authorized to sell, serve or dispense food, confections, hot and cold beverages, beer and wine with food service if properly licensed and insured, tobacco products, selected souvenirs and novelties in good character, newspapers, post cards, State of Illinois lottery tickets, bait, marine, fishing, picnic and camping supplies. The concession will also be authorized to sell Native Illinois Firewood, have boat rental (concessionaire must supply boats), place vending machines in the park and sell hunting and fishing licenses from the IDNR POS system.

On an annual basis, Vendor agrees that the selling price of all goods sold and services rendered at the concession shall be submitted to DNR. All prices charged to the public by the Vendor must be competitive with comparable facilities in the area.