ISF-Beer Tent Concession Operation FINAL~1.docx

STATE OF ILLINOIS

TAXPAYER IDENTIFICATION NUMBER

Illinois Department of Agriculture

State of Illinois Contract v.25.4 Illinois Department of Agriculture Contract AGR-ISF-Beer Tent Concession Operation B-51236

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

1.1.1 The Illinois Department of Agriculture (“Department”) is statutorily required to operate the Illinois State Fair. The Department is seeking a vendor to pour and distribute beer and beverages during the 2026, 2027, and 2028 Illinois State Fair. This contracted solution would oversee operations and maintain a beer concession in at least six different locations throughout the Illinois State Fairgrounds. Beer, beverage, drink, and seltzer are all defined terms in 5.1 of this contract and are used throughout the contract based on those definitions.

1.1.2 The Illinois State Fair welcomes 750,000+ fairgoers to Springfield each year. Attendance to any outdoor event is highly dependent upon the weather.

1.1.3 This contract gives Vendor exclusive pouring rights to dispense beer and beverages in three different beer tents, the Village of Cultures, Reisch Pavillion and The Shed. Department is evaluating a “pilot program” that could shift operations from the Shed to another location on the Fairgrounds as yet to be determined for the 2026 State Fair. The alternate location would be operationally comparable in size and requirements to the identified beer tents, except that Vendor would not be responsible for obtaining a tent.

1.1.4 The number, size and location of the beer sales locations may be changed, increased, or reduced, at the Department's sole discretion. Illinois Department of Agriculture reserves the right to grant Vendor the exclusive or non-exclusive privilege to operate a beer concession in additional locations, with a formal amendment to this contract. This includes any continuation beyond 2026, or change in description of, the “pilot program” noted in 1.1.3.

1.1.5 Vendor must offer water for sale at all sales locations. Vendor may also sell other beverages approved by the Department.

1.1.6 This contract does NOT provide Vendor the right to dispense or sell anything at the Illinois State Fair Grandstand and Multi-Purpose Arena.

1.1.7 The Department retains rights to all non-beverage and non-beer dispensing areas in all sales locations under this contract.

1.1.8 This contract does NOT provide Vendor the right to dispense or sell anything other than drinks. If Vendor is interested in offering for sale non-drink items, sale of those items will be subject to a separate space rental agreement. Vendor must follow the space rental application process and abide by all requirements of said contract and process.

1.1.9 Vendor’s interest or lack thereof in selling or offering for sale non-drink items is not an evaluation factor for this contract bidding process.

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

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

1.2.2 Vendor is responsible for making all arrangements for all equipment, hardware, coolers, shelving, etc. needed for its operations at the Fairgrounds. Vendor is responsible for the movement of said items around the Fairgrounds as/if needed, and installing equipment for use. Vendor shall notify Illinois State Fair management of their intended set up date, which shall not be prior to July 15. Access to the facility and specific dates are subject to Department approval. Vendor shall notify Department of any trades labor needed associated with this.

1.2.3 Vendor is responsible for the rental of three (3) separate beer tents, one for each of the beer tent areas. Tents shall be the following sizes: ~60’x120’, ~80’x120’, ~60’x80’ Tent are required to be either a Euro/pole tent or a structured/clear span tent – that is free of holes, tears or any other damage, that meets both the Uniform Business Code and National Fire Protection Association Code.

1.2.3.1 Tent 1 is near the Coliseum, between Central Avenue and Illinois Avenue.

1.2.3.2 Tent 2 is immediately north of the Commodities Pavilion, with its entrance off Grandstand Avenue.

1.2.3.3 Tent 3 is southwest of the Commodities Pavilion (behind it) with its entrance off Avenue of Flags.

1.2.1 1.2.2 1.2.3

1.2.4 Vendor is responsible for any, and all, internal and external electrical wiring that is required to operate the beer tents. (Vendor is not responsible for paying Department for electrical use.) The electrical wiring must be performed by qualified electricians and prevailing rate must be paid for their services.

1.2.5 Temporary space for Vendor’s business operations for this contract is available, but size and location are not guaranteed. The number of designated areas, and locations, of Vendor’s break room(s), hospitality area(s), accounting office(s), space for holding products and supplies for this contract during the month of August, etc., shall be at the sole discretion and approval of the Illinois State Fair Management.

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

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

1.2.8 Vendor will be responsible for providing portable restroom units at each beer tent location. A minimum of eleven (11) portable restroom units, including one accessible portable restroom unit, are required at each of the Beer Tents. Vendor will be responsible for providing three handwashing stations per beer tent location.

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

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

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

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

1.2.12.1 Beer: 16 ounces

1.2.12.2 Seltzer: 12 ounces

1.2.12.3 Non-beer beverages: 20 ounces

1.2.13 Alternate Ounces Sizes:

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

1.2.13.2 Vendor may sell a product in an alternate ounce size, after requesting approval from Department in writing and receiving approval in writing, (1) the product is only available for Vendor to purchase in a smaller size and Vendor provides proof of such, or, (2) Vendor demonstrates that the cost of the Department-designated serving size for a product would result in a negative profit to Vendor if sold at the maximum price limit per item set by Department pursuant to this contract, or (3) Vendor provides a compelling reason based on unavoidable and unforeseen circumstances. Vendor shall make such a request by July 15 of the contract year unless exigent circumstances prevent such.

1.2.1 1.2.2 1.2.3 1.2.4 1.2.5 1.2.6 1.2.7 1.2.8 1.2.9 1.2.10 1.2.11 1.2.12 1.2.13

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

1.2.15 Operation Requirements.

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

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

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

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

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

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

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

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

1.2.15.5.4. Or some unforeseen issue.

1.2.15.6 Admission to all beer tents shall be limited to Illinois State Fair patrons age 21 and older, with the exception of minor children, under the age of 21, may be present in the beer tents until 6pm each day, with the accompaniment of a parent or guardian. This age of admission restriction is not applicable to The Reisch Pavillion or Village of Cultures.

1.2.15.7 Hours of operation shall be 12:00 p.m. -Midnight every day of the Fair. Last ticket can be sold no later than 11:15 pm, and the last ticket can be redeemed no later than 11:30pm. All beer pouring areas will open and close at said hours unless otherwise notified by the Fair Manager.

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

1.2.15.9 Vendor is required to work with the Department or any Department-contracted entity that may book entertainment for the tents for the duration of this contract.

1.2.15.10 The department contracts with a third party to book entertainment for the beer tents from noon to 11pm on all eleven (11) days of the fair.

1.2.15.11 For any entertainment booked in a beer tent, regardless of what entity arranges the entertainment, Vendor is responsible for cooperating with the entertainer and trades labor (as applicable) to ensure stage is set up and similar entertainer-related items do not impede emergency exits or regress.

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

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

1.2.15.14 No Styrofoam products may be utilized. Beer and beverages sold in sealed containers must either be aluminum cans or plastic bottles or served in plastic cups (no glass allowed).

1.2.16 Sales Specific Information.

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

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

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

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

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

1.2.17 Prohibited activities.

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

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

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

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

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

1.2.18 Security Specific Provisions.

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

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

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

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

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

1.2.18.5.1 Only Department may install permanent cameras.

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

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

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

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

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

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

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

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

1.2.19.1 Garbage and recycling removal from the beer dispensing areas under this contract will be handled and disposed of by the Department or contractor working for Department.

1.2.19.2 Can liners for garbage and recycling receptacles, as needed

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

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

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

1.2.19.5 Utilities used at no charge to the Vendor

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

1.3. MILESTONES AND DELIVERABLES:

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

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

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

1.4.1 All staff must be 21 years old or older to work at the contracted venues.

1.4.2 All public-facing staff must report to their shift on time and in a condition appropriate to perform the duties of their job.

1.4.3 Key personnel, including supervisors/managers, must have experience in providing the services required in this contract.

1.4.4 Vendor is responsible for picking up and/or receiving electronic credentials for its staff and distributing them prior to staff arrival on the fairgrounds. Any staff arriving without admission/parking credentials will be required to pay admission and parking upon arrival.

1.4.5 Vendor is required to provide staffing for published hours of operation the entirety of the fair – for the duration of this contract.

1.4.6 Vendor will be asked to remove and replace any of Vendor’s staff reasonably suspected of being under the undue influence of alcohol, cannabis, or illicit substances while performing work for Vendor under this contract.

1.4.7 If Department reasonably determines that Vendor or Vendor’s staff are violating the staffing and ticketing requirements of this contract for any event, Department will notify Vendor of such in writing. Vendor will be invoiced for the parking, Fair admission, and event ticket price for all of Vendor’s staff at the event in excess of the amounts identified in the chart above, and all individuals present in Vendor’s operational area that cannot produce a ticket for the event.

1.4.8 Compliance with Illinois State Fair policies and rules applicable to the public is required of Vendor’s staff. Failure to adhere can result in Department notifying Vendor of a staff member that needs to be removed and or replaced.

1.4.9 Vendor shall ensure no staff are listed on the Illinois State Police Sex Offender Registry, which is available on the Illinois State Police website. Vendor shall conduct a check of all staff who will provide services on the state fairgrounds to ensure the protection of the public relations, goodwill and general reputations of IDOA and the vendor.

1.4.10 Upon notification from Department that a staff person is unsuitable, Vendor will act promptly to remove that person from their duties and provide a replacement. Department will notify Vendor of any of Vendor’s staff deemed unsuitable.

1.5. TRANSPORTATION AND DELIVERY: N/A

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

1.6.1. Will subcontractors be utilized? |_| Yes |X| 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: NA Amount to Be Paid: NA Address: NA Description of Work: NA

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

1.6.3. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.6.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

1.7. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

2. PRICING

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

2.2. VENDOR’S PRICING:

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

2.2.2 Vendor shall provide Department a sum of _______ % (minimum of 13.5%) of gross sales of all drinks sold pursuant to this contract. Gross sales shall include tax and any transaction fee.

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

2.4. MAXIMUM AMOUNT: N/A Revenue Generating Contract

3. TERM AND TERMINATION

3.1 TERM:

3.1.1 TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the date of execution and ending on 02/28/2029. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2 RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the total of seven (7) years.

3.1.2.1 One renewal covering the entire renewal allowance;

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

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

3.1. 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.

3.2. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this contract up to and including the date of termination.

3.3. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

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

Send invoices to:

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

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this contract.

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

4.13. SOLICITATION AND EMPLOYMENT: Vendor shall not compensate any person employed by the State during the term of this contract to perform any of Vendor’s responsibilities under this contract. Vendor shall ensure that any person employed by the State that serves as Vendor’s staff and performs responsibilities pursuant to this contract is using appropriate State benefit time if working for Vendor during their standard State work hours, or is otherwise off the clock for the State.

4.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.15. BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16. APPLICABLE LAW:

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

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

4.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

4.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.23. FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto;…