WSRC Building 4 Space 403 Contract.docx

The following information will become the contract between the awarded vendor and the Illinois Department of Natural Resources. Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements”.

Illinois Department of Natural Resources Contract World Shooting & Recreation Complex - Building 4, Space 403

26-422DNR-REALT-B-50878

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois Department of Natural Resources (IDNR) operates the World Shooting and Recreational Complex (WSRC or the Complex), near Sparta, Illinois, the premier shooting event venue in the Midwest. The venue features 120 trap houses over a 3.5-mile course, 2 sporting clay courses, 24 combination trap/skeet fields, and cowboy action shooting. This is also the site for the Amateur Trapshooting Association Grand Championship (ATA GRAND) each year. The Complex also includes a 34,000 sq. foot Events Center, with several conference rooms and a full-service restaurant. While not a part of the Complex, an adjacent IDNR location has over one thousand camping sites, from premium to primitive, and several fishing lakes.

IDNR is accepting bids for lease of one (1) 20x40 unit – Building 4 – Space 403 located in one of five stand-alone buildings along the trap course. This unit is 40 feet deep and is 20 ft wide.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

GRANT OF PREMISES: IDNR, for and in consideration of the agreements hereinafter stated, does hereby demise and lease to Vendor, and Vendor does hereby lease and accept from IDNR, the Premises for use by Vendor solely for the sale of goods, merchandise and/or services at the Complex. This Lease is exclusive as to the specific space leased; however, IDNR reserves the right to enter into leases with other Vendor’s selling goods, merchandise and/or services similar or identical to the types sold by the Vendor. The Vendor further understands and acknowledges that pursuant to the certain Development and Amended Lease Agreement between IDNR and the Amateur Trapshooting Association dated July 15, 2011 (the “ATA Agreement”), the ATA shall be the sole vendor of targets and ammunition during tournaments scheduled pursuant to the ATA Agreement. IDNR may restrict the sales of targets and ammunition at other tournaments if required by the tournament sponsor.

PERIOD OF OPERATION: Vendor shall have the right to determine its days and hours of operation. Hours of operation will be posted in an observable place for the benefit of the visitors to the Complex. IDNR will notify Vendor of any event it reasonably estimates will attract in excess of 5000 visitors to the Complex. In the event that the "Grand American" is not held at WSRC, IDNR will not collect the annual lease payments for that year the event is not held at WSRC.

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 business operation. Vendor agrees and admits that no representation as to the condition or repair has been made by IDNR or its agents which is not herein expressed or endorsed. Vendor agrees and admits that no agreement or promise to alter, repair or improve the Premises, either before or after the execution of this Lease, has been made by IDNR or its agent, unless contained herein. Vendor agrees to return the Premises to IDNR in a condition as good as or better than its condition at the time vendor takes possession of the premises, less reasonable wear and tear, and in accordance with VACATING THE PREMISES Section herein.

RIGHT OF ENTRY FOR INSPECTION: IDNR reserves the right to enter upon the Premises occupied by Vendor during normal business hours to ensure compliance with the terms and conditions of this Lease, except as entry may unreasonably interfere with guests’ use or Vendor’s use of the Premises. IDNR also reserves the right to enter upon the Premises at any time in case of an emergency situation, at the discretion of IDNR. Upon request of the IDNR, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of the contract. The IDNR may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue the contract, or to determine whether Vendor can be considered responsible on specific future contract opportunity.

TYPE OF SERVICE: Vendor agrees that the character of service shall be the best obtainable and shall at all times be clean, orderly and sufficient to meet the reasonable demands of the public. Vendor also agrees that IDNR shall have the right to object to the character of service and the condition of the premises and order the objectionable service and conditions discontinued or remedied. All area patrons shall be permitted to enter the public portion of the premises freely, and to enjoy the convenience and privileges accorded the patrons of the business operation. This Lease does not authorize the Vendor to engage in any other business within the area.

EQUIPMENT: Vendor will provide all equipment required for the proper operation of their business.

SIGNS: IDNR shall permit hanging signage on the exterior of the Premises in a standard size and dimension determined by IDNR. Except for such authorized signage, Vendor shall not place any signs or objects on the exterior of the Premises (other than on the plate glass windows), nor place any signs, showcases, displays, fences or other objects on the sidewalks, parking lots, driveways or exterior of the premises or elsewhere at the Complex except as and where first approved in writing by IDNR, provided that Vendor shall be entitled to install one large sign with its corporate identity and shall be entitled to display promotions signage during major shooting events. IDNR shall determine size and location standards for such signage. The standard size for signs is as follows: front of building hanging is 1’ x 3’, rear of building is 18” x 48”, and side of building is 2’ x 4’. The Vendor shall remove all signs at the termination of this Lease. Installation and removal of all signs hereunder shall be made in such a matter as to avoid injury, defacement or overloading of the building containing the Premises, ordinary wear & tear excepted.

MAINTENANCE & REPAIRS: IDNR shall, at its sole cost and expense, keep the roof, foundation and exterior walls (excluding all windows and door of the Premises) in good condition and repair, provided, however, Vendor shall be responsible for any damage caused by the Vendor, employees, agents, contractors and representatives. Vendor shall keep in good repair and condition the interior of the Premises (including, without limitations, interior walls, floor covering, ceilings, utilities installed by Vendor and any other item installed or placed on the Premises by Vendor), any item affixed to the exterior of the Premises by the Vendor and all windows and doors. Vendor may undertake repairs and minor improvements to the interior of the Premises without notification to or approval by IDNR. Vendor must receive the prior written approval of IDNR for any repairs or improvements to the exterior of the Premises, or any substantial improvements to the interior of the Premises and such approval shall not be unreasonably withheld, conditioned or delayed. For the purpose of this Section, substantial improvements shall be deemed to be any improvement with an estimated expense of $5,000.00 or greater. Vendor shall discharge or provide a bond or other security for any mechanic’s laborer’s or materialman’s lien upon the Premises or any part thereof within thirty (30) days after notification to Vendor of the existence of the same.

CONSTRUCTION: Vendor shall not enter into any construction projects of any kind on the premises without written permission from IDNR. Furthermore, it is understood and agreed that IDNR reserves the right to exercise various degrees of action, when deemed necessary by IDNR, for contracting to remodel, repair, or develop the facilities, to carry out partial, selective, or complete rehabilitation of the facilities, and to limit public usage for a specified time period in order to perform these aforementioned activities without unreasonably disrupting the vendor operation. IDNR shall not be responsible for any loss of revenue to Vendor during such construction closure periods.

UTILITIES: IDNR will provide, without charge, water, sewer, electric, telephone and high-speed internet connections to the Premises. All other utility services shall be the responsibility of Vendor.

TAXES: Vendor shall pay all taxes levied or assessments on the Premises, and all taxes and license fees growing out of or in connection with the operation of the business, whether or not measured by gross revenue from such business. Vendor shall, upon request, provide receipts of such payment to IDNR. Failure to promptly pay all taxes shall be grounds for termination pursuant to Section 3.3 of this Lease.

UNREASONABLE INTERFERENCE: Vendor agrees that it shall not unreasonably interfere with, nor shall it allow its patrons to unreasonably interfere with IDNR, its employees, invitees or assigns, or any other Vendor of IDNR on property adjoining the Premises.

SANITATION: Vendor shall keep the premises in a sanitary condition at all times, in conformity with applicable Federal, State and local laws. An authorized representative of the State or local Department of Public Health may enter upon the Premises for inspection, and Vendor agrees to comply with any recommendations made. Failure of Vendor to comply with such recommendations may result in the termination of this lease after written notice by IDNR. Vendor shall provide all janitorial supplies, services and pest control required to properly clean and operate the leased facilities. Vendor agrees to pick up and dispose of all refuse lying on the ground within a ten (10) foot radius of the Vendor’s entrance and loading areas whenever needed and at the close of business each day of operation. Vendor agrees to operate the business operation as a non-smoking facility, with the exception of the outdoor areas. Outdoor smoking must be within a designated smoking area and is prohibited within 15 feet of any entrance, exit, windows that open, or ventilation intake of a public place or place of employment as per Public Act 95-0017.

POLLUTION AND REGULATIONS: It is agreed that the Premises shall not be used for the storage, deposition, disposal, processing or burning of refuse, waste or debris, or for any unsanitary or unhealthful purposes by Vendor. Vendor shall conduct its operations on the Premises in compliance with all applicable Environmental Laws (as hereinafter defined) and further covenants that Vendor shall not transport, store, keep or cause or allow the discharge, spill or release (or allow a threatened release) in each case of any Hazardous Materials (as hereinafter defined) in, on, under or from the Premises. Without limiting any other indemnification obligations of Vendor contained herein, Vendor agrees to protect, indemnify, defend and hold harmless the IDNR from and against any and all losses and claims (including, without limitation, (i) reasonable attorneys’ fees, (ii) liability to third parties for toxic torts and/or personal injury claims, (iii) fines, penalties and/or assessments levied or raised by any governmental authority or court, and (iv) assessment, remediation and mitigation costs and expenses and natural resource damage claims) arising out of, resulting from or connected with any Hazardous Materials used, brought upon, transported, stored, kept, discharged, spilled or released by Vendor in, on, under or from the Premises. For purposes of this Lease, the term “Hazardous Materials” shall mean all toxic or hazardous substances, materials or waste, petroleum or petroleum products, petroleum additives or constituents or any other waste, contaminant or pollutant regulated under or for which liability may be imposed by any Environmental Law. “Environmental Laws” shall mean all federal, provincial, state and local environmental laws (including common law) regulating or imposing standards of care with respect to the handling, storage, use, emitting, discharge, disposal or other release of Hazardous Materials, including, but not limited to, the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq., the Clean Air Act, 42 U.S.C. §§7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§1251, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 1101, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq., the Toxic Substances Control Act, 15 U.S.C. §§2601, et seq., the Oil Pollution Control Act, 33 U.S.C. §§2701, et seq., any successor statutes to the foregoing, or any other comparable local, state or federal statute or ordinance pertaining to protection of human health, the environment or natural resources, including without limitation the preservation of wetlands, and all regulations pertaining thereto, as well as applicable judicial or administrative decrees, orders or decisions, authorizations or permits.

It is agreed that Vendor, in the authorized use of the Premises, shall observe and comply with all applicable local, state, or Federal rules, regulations and laws, and to indemnify IDNR for any costs, expenses and damage caused by the violation of any such rules, regulations or laws. It is also understood and agreed that Vendor shall have not allow or permit right, authority or power to place, incur or permit any lien, encumbrance, or mortgage upon the Premises. Vendor shall not have within the Premises any article of dangerous, flammable, or explosive character which materially increases the danger of fire within the Premises. Materials deemed "hazardous" or "extra hazardous", such that insurance described herein cannot be obtained, are prohibited from the Premises. Vendor agrees to adhere to all applicable Federal, State, and local laws and regulations governing the maintenance or storage of items which contain any hazardous substance, hazardous waste or other substance reasonably considered to be dangerous. Vendor agrees to comply with all requirements pertaining to insurance.

Failure to comply with the requirements of this Section constitute a breach of the terms of this Lease, and may result in termination pursuant to Section 3.2 DESTRUCTION, LOSS OR DAMAGE BY FIRE OR OTHER CAUSES: In the event the Premises is severely damaged by fire or other casualty, to the extent that continued operation of the vendor’s business is no longer economically or practically feasible, IDNR may elect not to repair the Premises or any part thereof, at which time this Lease may be terminated pursuant to Section 3.4. In the event of termination under this Section, Vendor shall thereafter be relieved of all future obligations under this Lease. IDNR shall not be responsible for any loss of revenue to Vendor as a result of fire or other casualty.

SAFETY: Vendor shall take all reasonable precautions for safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: (i) persons performing services and obligations on behalf of the Vendor; (ii) anyone rightfully within the Premises, including, without limitation, members of the public and employees of IDNR; (iii) members of the public receiving goods or services offered by Vendor; or (iv) the property of IDNR, members of the public, or business operations on or adjacent to the Premises.

RECORDS: All retail sales and charges shall be recorded by means of cash registers, computer terminals or other comparable point of sale devices that are deemed acceptable by IDNR, which display to the customer the amount of the transaction and automatically issue a receipt. All cash registers shall be equipped with devices that store sales and other transaction totals, or with counters that cannot be reset, and record transaction numbers and sales details. Totals registered shall be read and recorded at the beginning and end of each day.

EASEMENTS, PERMITS AND LICENSES: This lease is subject to all existing or subsequently granted easements, permits and licenses for roadways, utilities, or for other purposes located or to be located on the leased premises. The IDNR reserves the right to grant additional easements, permits, leases and licenses for the Premises provided any new agreement will not unreasonably impact Vendor.

VACATING THE PREMISES: Unless renewal is arranged within thirty (30) days prior to the expiration of this 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 this Lease for any reason herein mentioned, or by mutual agreement for cancellation, 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.

The removal of Vendor's property which is not permanently attached to the structure will be made under the direction and supervision of IDNR’s authorized representative. If removal of Vendor's property will cause damage which Vendor cannot reasonably repair, then such property shall become the property of IDNR.

Should Vendor fail to remove or dispose of Vendor's property as herein provided, IDNR may consider such property abandoned and may claim proper title to such property or dispose of same at Vendor's expense. In addition, at the expiration or termination of this Lease, Vendor shall quit and surrender the said premises, including real property improvements, in a good state of repair.

STATUS REPORTING AND MANAGEMENT: Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform this Lease.

Upon permission by IDNR, the Executive Director may make requests regarding operation of the business operation or maintenance of the Premises to ensure compliance with the terms and conditions of this Lease. Such requests must be complied with by Vendor within one (1) week. Failure to comply with the terms of this Section constitutes a material breach of this Lease and may result in termination pursuant to Section 3.2 herein.

MAILBOX RULE: The “mailbox” rule does not apply to payments, or any other submittal required pursuant to the terms and conditions of this Lease. Payments shall be considered timely when full payment, or other submittal, is received by the IDNR on or before any due date established by the Lease.

1.3. MILESTONES AND DELIVERABLES:

Vendor shall implement a point-of-sale system for collection of revenue to include credit and debit card payments. Cash cannot be accepted as the only form of payment for customers.

Vendor shall notify IDNR of any incidents and/or accidents that occur at the concession no later than 24 hours after the incident/accident occurred. Vendor shall supply IDNR the name and contact information of the person(s) involved; IDNR shall then write up an incident report.

Per 20 ILCS 835/4b gift shops and concession areas within State parks and parkways shall set aside a booth or section for the sale of products manufactured in the United States. The booth or section shall be labeled “Made in the USA.” As used in this Section, "products manufactured in the United States" means assembled articles, materials, or supplies for which design, final assembly, processing, packaging, testing, or other process that adds value, quality, or reliability occurred in the United States. Vendor shall submit within 30 days of opening for the first season and by March 15th of each following year of the contract a list of item(s) Made in the USA along with a photo of the area the item(s) are for sale to the concession manager.

1.4. VENDOR/STAFF SPECIFICATIONS:

PROFESSIONAL STANDARD: Vendor's business operation shall be performed with a high degree of care and diligence, and in accordance with the degree of judgment and skill that is ordinarily possessed by, and generally accepted as being appropriate for, a business operation of good standing who are providing services of similar scope and complexity as the services required of the Vendor hereunder.

1.5. SUBCONTRACTING:

Subcontractors are not allowed.

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

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

· Location where services will be performed: 1 Main Event Lane, Sparta, IL 62286

· Value of services performed at this location: 100%

2. PRICING

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

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order.

2.2.1. Vendor shall submit pricing on BidBuy Line Items. The rent price for each year will be entered by the State into the contract prior to execution of the contract. Prices will be taken from the Line Items in BidBuy.

2.2.2. IDNR anticipates a fair and reasonable annual rental amount to be no less than $2,750.00 per year. Award will be based on the highest price for this space for all 5 years of the term.

2.2.3. In the case of two or more bidders bidding the same amount in this category, ranking will be handled by coin flip. When three or more bidders bid the same price, ranking will be determined by random drawing.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $IDNR will complete prior to execution without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending on December 31, 2030. 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.

3.2. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

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

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

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

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

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

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

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

4.1.6. PAYMENTS:

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 send payments and any required documents agreed to in the contract to:

Concessions/Leasing 2nd Floor

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

5. STATE SUPPLEMENTAL PROVISIONS

|X| Agency Definitions Wherever used or referred to in this Contract unless a different meaning clearly appears from the context: “Concession operation” means the business operation of Vendor within the building and land owned by IDNR. “Premises” means the buildings, together with land occupied by the Vendor and owned by IDNR, to be used for a business operation. “Executive Director” means the manager of the Complex who is IDNR’s on-scene representative authorized to protect IDNR’s interest in the Premises and to supervise Vendor’s operations.

Illinois Department of Natural Resources World Shooting & Recreation Complex - Building 4, Space 403

26-422DNR-REALT-B-50878

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62702

Printed Name: Natalie Finnie

Official’s Title: Director

Legal Printed Name: Renee Snow

Legal’s Title: General Counsel

Fiscal’s Printed Name: Ellen S. King

Fiscal’s Title: Chief Fiscal Officer

Illinois Office of the Governor

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

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #:

· Project Title: World Shooting & Recreation Complex - Building 4, Space 403

· Contract #:

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

· BidBuy / Bulletin Reference #: 26-422DNR-REALT-B-50878

· BidBuy / Bulletin Publication Date:

· Award Code:

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

· Funding Source:

· Obligation #:

· Other Preferences?