NORTHSTAR LOTTERY GROUP, LLC
REQUEST FOR PROPOSALS
PROGRAM MANAGEMENT OFFICE
RFP # 15-S-0001
DATE ISSUED: January 12, 2015
Table of Contents
SECTION 1. OVERVIEW, INSTRUCTIONS AND GENERAL INFORMATION ............................................. 4
1.1
OVERVIEW ....................................................................................................................................... 4
1.2
RFP TIMETABLE ............................................................................................................................. 4
1.3
RFP QUESTIONS AND ANSWERS ................................................................................................ 5
1.4
CONTACT INFORMATION .............................................................................................................. 5
1.5
AMENDMENTS TO RFP .................................................................................................................. 5
1.6
RIGHT TO REJECT PROPOSALS .................................................................................................. 5
1.7
OWNERSHIP OF PROPOSALS ...................................................................................................... 5
1.8
PROPOSAL TENURE ...................................................................................................................... 6
1.9
NO NORTHSTAR LIABILITY FOR PROPOSAL COSTS................................................................ 6
1.10 PROPOSAL DISCLOSURE PROHIBITION ..................................................................................... 6
1.11 NEWS RELEASES ........................................................................................................................... 6
1.12 CONFLICT OF INTEREST ............................................................................................................... 6
1.13 APPROVAL AND PROBITY INVESTIGATIONS OF SUBCONTRACTOR .................................... 6
1.14 FLOW DOWN PROVISIONS ............................................................................................................ 6
1.15 RESPONSE FORMAT ...................................................................................................................... 6
1.16 BIDDER’S RESPONSE TO PRICING REQUIREMENTS ................................................................ 7
1.17 CONFIDENTIAL INFORMATION; ILLINOIS FREEDOM OF INFORMATION ACT ....................... 7
1.18 DEVIATIONS AND EXCEPTIONS ................................................................................................... 7
1.19 MFDBE SUBCONTRACTING GOAL ............................................................................................... 7
1.20 SUBMISSION OF PROPOSALS ...................................................................................................... 8
1.21 GENERAL ......................................................................................................................................... 8
SECTION 2. PROPOSAL EVALUATION AND AWARD ................................................................................ 9
2.1
EVALUATION CRITERIA ................................................................................................................. 9
2.2
EVALUATION PROCESS ................................................................................................................ 9
2.3
PROPOSAL CLARIFICATION PROCESS .................................................................................... 10
2.4
BEST AND FINAL OFFERS (BAFOs) ........................................................................................... 10
2.5
AWARD DECISION ........................................................................................................................ 10
2.6
NOTIFICATION OF AWARD .......................................................................................................... 10
2.7
SUCCESSFUL EXECUTION OF A SUBCONTRACT ................................................................... 10
2.8
INCORPORATION OF DOCUMENTS ........................................................................................... 10
SECTION 3. SPECIFICATIONS / QUALIFICATIONS / STATEMENT OF WORK ...................................... 11
3.1
BACKGROUND .............................................................................................................................. 11
3.1.1 General ........................................................................................................................................... 11
3.1.2 Disentanglement Services Plan ................................................................................................... 11
3.1.3 Governance of the Disentanglement and Transition Process ................................................. 12
3.1.4 Parties Involved in the Disentanglement Services .................................................................... 13
3.1.5 Disentanglement Steering Committee ........................................................................................ 14
3.1.6 Program Management Office ....................................................................................................... 14
3.1.7 Project Management and Quality Assurance ............................................................................. 15
3.1.8 Stream Leads ................................................................................................................................. 17
3.1.9 Disentanglement Milestones........................................................................................................ 18
3.1.10 Process for Monitoring the Progress of the Disentanglement Master Plan ........................... 18
3.1.11 Risk Management and Mitigation Actions .................................................................................. 19
3.1.12 Adjustments to the Disentanglement Services Plan Resulting from Disentanglement
Services Period Extension ....................................................................................................................... 19
3.2
MILESTONES AND DELIVERABLES ........................................................................................... 19
3.3
SUBCONTRACTOR AND STAFF REQUIREMENTS ................................................................... 20
3.4
WHERE SERVICES ARE TO BE PERFORMED ........................................................................... 21
3.5
TERM OF SUBCONTRACT; CONTRACT; RENEWAL OPTIONS; ASSIGNMENT TO THE
STATE OR REPLACEMENT MANAGER .................................................................................................. 21
3.6
PROPOSAL SUBMISSION REQUIREMENTS .............................................................................. 21
SECTION 4  COST PROPOSAL .................................................................................................................. 25
2
ATTACHMENT A TO RFP– FORM OF SUBCONTRACT ............................................................................. 26
SCHEDULE I TO AGREEMENT- SERVICES AND PRICING ................................................................... 41
SCHEDULE II TO AGREEMENT - SUBCONTRACTOR KEY PERSONNEL ........................................... 42
SCHEDULE III TO AGREEMENT – STANDARD CERTIFICATIONS ....................................................... 43
EXHIBIT A TO AGREEMENT - Form of Non-Disclosure Agreement .................................................... 46
ATTACHMENT B TO RFP – CORPORATE DISCLOSURE FORM .............................................................. 50
ATTACHMENT C TO RFP - DEVIATIONS AND EXCEPTIONS ................................................................... 59
ATTACHMENT D TO RFP– FIRM FACT SHEET .......................................................................................... 60
ATTACHMENT E TO RFP – BIDDER REFERENCES .................................................................................. 61
3
SECTION 1. OVERVIEW, INSTRUCTIONS AND GENERAL
INFORMATION
1.1
OVERVIEW
Northstar Lottery Group, LLC (Northstar or Manager), entered into a Private Management
Agreement (PMA) dated January 18, 2011 with the State of Illinois acting through the Illinois
Department of the Lottery, as statutory successor to the Illinois Department of Revenue, Lottery
Division (State) to manage the operations of the Illinois Lottery.
Effective December 9, 2014, Northstar and the State entered into an agreement to terminate the
PMA for convenience (Termination Agreement). Under the terms of the Termination Agreement,
Northstar shall provide disentanglement, i.e., transition services in accordance with the terms of
a Disentanglement Services Plan. The Program Management Office (PMO) will be established
to coordinate the orderly transition of the services currently provided by Northstar under the terms
of the PMA, to a replacement manager selected by the State pursuant to a competitive
procurement process (Replacement Manager) or to the State. The PMO is responsible for
overseeing and managing the execution of the termination of the PMA and transition of Northstar’s
responsibilities thereunder.
Through this Request for Proposals (RFP), Northstar and the Illinois Department of Lottery is
soliciting competitive proposals for the PMO. Minority and female-owned businesses as well as
those owned by a person with a disability are encouraged to submit responses.
Upon receipt of the signed non-disclosure agreement attached hereto as Exhibit A, Northstar will
provide the Bidders with an electronic copy of the Disentanglement Services Plan.
It is an express requirement of the PMA that any work conducted by Subcontractors comply with
the PMA and the Operating Standards. Copies of the PMA and Operating Standards are available
upon request.
1.2
RFP TIMETABLE
The following dates are set forth for informational and planning purposes. Northstar reserves the
right during this procurement to change any of the dates. If changes are made, Northstar will
contact the Bidders.
RFP SCHEDULE
RFP Release
Questions Due from Potential Bidders by 5:00 PM CT
Answers Provided to Potential Bidders by 5:00 PM CT
Bidder Proposals due by 5:00 PM CT
Bidder Interviews/Presentations: Northstar will notify selected
Bidders ONLY
DATE
1/12/2015
1/20/2015
1/27/2015
2/20/2015
week of 3/9/2015
5 business days after last
presentation
Selection of Successful Bidder
4
1.3
RFP QUESTIONS AND ANSWERS
All questions must be submitted in writing to the designated contact listed below by 5:00 PM CT
on January 20, 2015. Questions submitted to Northstar after this period will only be answered if
Northstar solely determines the question is critical to the success of the RFP process. Responses
to all questions will be circulated to all Potential Bidders.
1.4
CONTACT INFORMATION
The following designated contact must be used for all queries relating to the RFP.
RFP POINT OF CONTACT
Name
Title
Department
Address
E-mail Address
1.5
Trish Harris
Compliance Coordinator
Procurement
180 North LaSalle –Suite 1810, Chicago, Illinois 60601
procurements@northstarlottery.net
AMENDMENTS TO RFP
If it becomes necessary to revise any parts of this RFP, Northstar will furnish such amendment(s)
to Potential Bidders.
1.6
RIGHT TO REJECT PROPOSALS
Issuance of this RFP in no way constitutes a commitment by Northstar to select a Bidder.
Northstar reserves the right to reject any or all Proposals or portions of Proposals received in
response to this RFP, to request modification or clarification of any part of a Proposal, or to cancel
this RFP if it is in the best interest of Northstar to do so. Northstar may reject any Proposal if it is
considered incomplete, conditional, contains irregularities, or does not meet qualifications,
requirements or specifications.
Failure to furnish all information or to follow the Proposal format requested in this RFP may
disqualify the Proposal. Northstar may waive any nonmaterial deviation in a Proposal. Northstar’s
waiver of any nonmaterial deviation shall in no way modify the RFP requirements or excuse the
Successful Bidder from full compliance with the Subcontract requirements.
In the event that no Bidder meets one or more of the mandatory requirements or specifications,
Northstar reserves the right to continue the evaluation of the Proposals and to select the Proposal
that most closely meets the requirements or specifications detailed in this RFP.
If at any time prior to the signing of a Subcontract, Northstar reasonably determines that any
Bidder does not possess adequate financial ability or requisite stability to carry out the obligations
of the Subcontract, that Bidder may be disqualified from further consideration.
1.7
OWNERSHIP OF PROPOSALS
Proposals and any other materials submitted by a Bidder in response to this RFP will become the
exclusive property of Northstar upon receipt and will not be returned.
5
1.8
PROPOSAL TENURE
All Proposals shall be valid for a period of 180 days from the deadline for submitting Proposals.
1.9
NO NORTHSTAR LIABILITY FOR PROPOSAL COSTS
Northstar is not liable for any costs incurred by Bidders as a result of responding to this RFP.
1.10
PROPOSAL DISCLOSURE PROHIBITION
Disclosure of Proposal contents by a Bidder to any third party prior to an award in this procurement
may result in disqualification.
1.11
NEWS RELEASES
Bidder shall not issue news or press releases or make any statements to the news media
pertaining to the subject of this RFP or to any Proposals and/or resulting Subcontract(s) thereafter
without the prior written approval of Northstar. Release of broadcast emails pertaining to this
procurement shall not be made without prior written authorization of Northstar.
1.12
CONFLICT OF INTEREST
A Bidder shall not give money or any other thing of value to members of Northstar’s evaluation
committee or to any employee of the State, Northstar, GTECH or SGI.
1.13
APPROVAL AND PROBITY INVESTIGATIONS OF SUBCONTRACTOR
Northstar Lottery Group, LLC has the right, for probity purposes, to undertake corporate due
diligence on each proposed Northstar subcontractor. Accordingly, each Bidder must complete
the Corporate Disclosure Form attached in Attachment B to initiate this probity approval
process. This completed form should be sent to the RFP Point of Contact as soon as possible to
ensure timely approval in the event the Bidder is selected as a Subcontractor to provide the
products and/or services included in this RFP.
1.14
FLOW DOWN PROVISIONS
The services provided pursuant to this RFP are for the benefit of the State and certain flow-down
provisions from the PMA, including PMA provisions relating to termination, personnel
requirements, the State of Illinois’ intellectual property, audit rights, privacy and data safeguards,
confidentiality, representations and warranties, certifications, indemnification obligations and
insurance will be included in the Subcontract to ensure that such terms are materially consistent
with the relevant terms of the PMA.
1.15
RESPONSE FORMAT
Each Proposal should provide a straightforward, concise description of Bidder’s ability to meet
the requirements of this RFP. Proposals should not contain unsolicited, extraneous or duplicative
information.
6
Proposals must be based solely on the requirements contained in this RFP including RFP
amendments/addenda and/or supplements, if any. Bidders may not rely upon any draft materials
received, newspaper advertisements, oral statements or news reports.
All RFP requirements and specifications are mandatory unless stated otherwise and any failure
to respond thereto may be the basis for disqualification.
Proposal responses to each of the requirements of the RFP shall be in the same form and order
as the RFP. Responses should be clear, concise and complete. One-word responses, such as
“yes,” “no,” “acknowledged” or “agreed” may be deemed non-responsive and scored as such. In
responding, Bidder should provide all information concerning each subject area that Bidder
believes would be helpful to Northstar in establishing Bidder's ability to perform the work
described.
1.16
BIDDER’S RESPONSE TO PRICING REQUIREMENTS
Bidder must present its proposed pricing for the work in a sealed envelope separate from its
responses to technical requirements. Failure to provide any requested price information in the
prescribed format may result in disqualification of the Bidder’s Proposal. All prices presented in
response to this RFP are fixed and final and represent Bidder’s proposed prices to Northstar for
the services and/or products.
1.17
CONFIDENTIAL INFORMATION; ILLINOIS FREEDOM OF INFORMATION ACT
Under the PMA, Northstar is required to furnish certain information with respect to all purchases with
the Successful Bidder(s) to the Illinois Lottery. Under the Illinois Freedom of Information Act (“FOIA”)
(5 ILCS 140), the Subcontract and other information furnished to the Lottery may be subject to public
disclosure. Any information or data in a Bidder's response which Bidder deems proprietary and
confidential and should not be disclosed to third parties must be clearly identified in the Proposal.
Each such page or relevant portion of a page must be clearly marked as "Proprietary and
Confidential." Please describe the specific grounds under FOIA or other law or rule that supports your
request for exempt treatment. If you request exempt treatment of your Proposal or other portions of
the Subcontract, you must submit an additional copy of the Proposal with exempt information deleted.
This copy must describe the general nature of the material removed and shall retain as much of the
Bid as possible.
Northstar and Subcontractor shall execute a non-disclosure agreement substantially in the form
attached in Exhibit A to Attachment A, the Form of Subcontract attached hereto.
1.18
DEVIATIONS AND EXCEPTIONS
Bidders are cautioned to avoid deviations or exceptions in their Proposals which may be cause
for disqualification of their Proposals. If Bidder intends to deviate from or take exception(s) to any
part of the RFP, including the Terms and Conditions or Form Subcontract, any such deviations
and exceptions shall be clearly identified in Bidder’s Proposal. Deviations and exceptions shall
be noted in the format set forth in Attachment C.
1.19
MFDBE SUBCONTRACTING GOAL
Under Section 7.4 of PMA, Northstar has committed to a goal of at least twenty percent (20%)
of the costs of all Subcontracts and Vendor Contracts entered into after the Agreement Effective
7
Date to be awarded to businesses that are “a minority owned business,” a “female owned
business” or a “business owned by a Person with a disability” as those terms are defined in the
Business Enterprise for Minorities, Female, and Persons with Disabilities Act, 30 ILCS 575, et
seq. (“MFDBE Firms”).
MFDBE vendors are strongly encouraged to submit proposals for this opportunity.
1.20
SUBMISSION OF PROPOSALS
Proposals should be organized and presented in the order and by the Section numbers assigned
in the RFP. Pagination of a Proposal response should be consecutive, and individual Sections,
including the Technical Proposal and Cost Proposal, should be separate as described herein.
The Bidder’s Offer must be submitted in three separately sealed packets as indicated below on
or before the due date and time Clearly label each packet with the Request for Proposal title, the
packet number and the Bidder’s name. The packets may be submitted together in one mailing or
shipping box, or in separate mailing or shipping boxes.
(1) Technical Proposal. Bidder’s response to the requirements outlined in Section 3 –
Specifications / Qualifications / Statement of Work. DO NOT INCLUDE YOUR COST
PROPOSAL IN THE SAME ENVELOPE OR CONTAINER. Submit one (1) signed original
and nine (9) copies of your Technical Proposal.
(2) Cost Proposal. Bidder’s response to Section 4 – Cost Proposal. Submit one (1) original
and one (1) copies of your Cost Proposal.
(3) Other Forms. Bidder must complete and provide the following attachments. Submit one
(1) original of the completed forms.
 Attachment B – Corporate Disclosure Form, including Attachments 1-5 and the
Background Investigation Authorization Form.
 Attachment C – Deviations and Exceptions
 Attachment D – Firm Fact Sheet
 Attachment E – Bidder References
 Financial Statements. Bidder must provide audited financial statements for each of
the last three (3) years.
If multiple envelopes or containers for each part of the Offer are used, the envelopes or containers
must be numbered in the following fashion: 1 of 4, 2 of 4, etc. Bidders must submit one electronic
version of each part of the Proposal in PDF format on a CD or USB flash/jump drive.
Offer Part
Technical Proposal
Cost Proposal
Other Forms
1.21
# of
Originals
1
1
1
# of Hard
Copies
9
1
0
# of CDs
or USB Drives
1
1
1
GENERAL
By submitting a Proposal, Bidder grants Northstar the right to obtain any information from any
lawful source regarding (i) the past history, practices, conduct and ability of Bidder to perform the
services and otherwise to fulfill the requirements under this RFP, and (ii) the past history,
practices, conduct and ability of any director, officer or key employee of Bidder. By submitting a
Proposal, Bidder generally releases from liability and waives all claims against any party providing
8
information about Bidder at the request of Northstar. Such information may be taken into
consideration in evaluating Proposals.
By submitting a Proposal, Bidder further acknowledges and agrees that (i) it shall cooperate in
any due diligence or other inquiry conducted by Northstar, a Northstar customer or any
appropriate governmental agency on behalf of a Northstar customer or in connection with a
procurement, with respect to the Bidder and its directors, officers, employees and stockholders;
and that (ii) if it is the Successful Bidder, any agreement entered into with Northstar shall be
subject to the satisfactory results, as determined by Northstar, of a background investigation of
Bidder and its key employees (including, without limitation, all employees assigned to perform
services for Northstar).
NOTE: The Successful Bidder may be required to submit background information regarding each
of its employees to be assigned to the work, and further regarding each proposed lower tier
subcontractor’s employees to be assigned to the work, both on forms to be provided by Northstar.
SECTION 2. PROPOSAL EVALUATION AND AWARD
2.1
EVALUATION CRITERIA
Northstar will evaluate and score Proposals based on each Bidder’s Proposal in response to the
items specified in the RFP.
Technical Proposals will be evaluated and scored in the following areas:
Categories
Bidder’s Proposed Work Plan / Approach
Bidder’s Corporate Background, Qualifications and Experience
Key Staff Qualifications and Experience
Bidder Presentation / Interview
Bidder Acceptance of, or Deviations from, the RFP Terms and
Conditions and/or Form of Subcontract
Top scoring Bidders will be requested to make a presentation. The Bidder’s proposed PMO Lead
must attend the presentation. The presentations will be evaluated and scored as part of the final
selection process.
2.2
EVALUATION PROCESS
Northstar, through its evaluation committee, will evaluate all Proposals submitted in accordance
with the terms of the RFP for fulfillment of the requirements and specifications of this RFP.
Evaluations will be based on the information submitted in the Proposals, any clarifications made
thereto at the evaluation committee’s request, any on-site visits, references, plus any requested
oral presentations or service demonstrations. A uniform process as outlined in this Section will
be used to evaluate all Proposals. Each Proposal will be evaluated first on whether mandatory
requirements are met. Any Proposal that does not meet the mandatory requirements may be
rejected from further consideration.
9
Northstar reserves the right to independently request and obtain additional information concerning
any business or personnel resource associated with or named in a Bidder’s response to this RFP
and to consider such information in evaluating Bidder's Proposal.
During the evaluation process, Northstar will determine if there is any real or "perceived" conflict
of interest or potential security risk in making an award to a Bidder. In the event the evaluation
committee has concerns, Northstar may request an independent contractor to review, audit and/or
make a recommendation on any real or "perceived" conflict of interest or security risk issue before
the committee recommends an award.
2.3
PROPOSAL CLARIFICATION PROCESS
Northstar may request clarifications from a Bidder for the purpose of clarifying ambiguities or
questioning information presented in its Proposal. Clarifications may occur throughout the
Proposal evaluation process.
2.4
BEST AND FINAL OFFERS (BAFOs)
Following completion of the evaluation process, Northstar may request BAFOs from the highest
rated Bidder(s). Northstar reserves the right to make an award based on original Proposals,
without requesting BAFOs. Therefore, Proposals should be submitted with the most favorable
terms and pricing Bidders can offer.
2.5
AWARD DECISION
Northstar’s evaluation committee will determine the Successful Bidder(s). Northstar may
negotiate with the Bidder(s) identified as the Successful Bidder(s). Award(s) will be made to the
Successful Bidder(s) whose Proposal(s), in Northstar’s sole discretion, best demonstrates the
highest likelihood of success with the lowest potential risk in performing the required services.
Northstar decision on the award of any Subcontract in this procurement shall be final.
2.6
NOTIFICATION OF AWARD
Northstar will notify the Successful Bidder(s) of the intended award.
2.7
SUCCESSFUL EXECUTION OF A SUBCONTRACT
If a Subcontract between Northstar and the Successful Bidder cannot be executed by both parties
within five (5) days after the notice of intent to award the Subcontract, Northstar reserves the right
to reject Successful Bidder’s Proposal and proceed to award to another Bidder.
2.8
INCORPORATION OF DOCUMENTS
The RFP, any revisions (amendments/addenda) and/or supplements to the RFP, and Bidder’s
Proposal shall be incorporated by reference into the Subcontract. Northstar reserves the right to
negotiate provisions in addition to those stipulated in this RFP. In the event of any inconsistency,
disagreement or conflict, the documents shall control in the following order of preference: the
RFP and (amendments/addenda) and/or supplements thereto, and the Successful Bidder’s
Proposals. If any term or provision of this RFP, or a Subcontract(s) executed pursuant to this
RFP is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder
10
of the RFP or Subcontract(s) shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
SECTION 3. SPECIFICATIONS / QUALIFICATIONS / STATEMENT OF
WORK
3.1
BACKGROUND
3.1.1
General
Northstar is interested in receiving proposals from responsible Bidders for the PMO described in
this RFP. Northstar requests that all Bidders examine the specific requirements contained in this
RFP and prepare their responses pursuant to the terms of this RFP.
Northstar expects to award one contract as a result of this procurement. Following notification of
award and subsequent successful negotiation if required, Northstar will enter into a Subcontract
with the Successful Bidder who will then be a Subcontractor to Northstar. A form of the
Subcontract is included in Attachment A. Said Subcontract shall be assignable to the State or to
the Replacement Manager.
3.1.2
Disentanglement Services Plan
Pursuant to Article 14 of the PMA, the Manager will, at the State’s direction and with its
cooperation, accomplish a transition from Manager to the Replacement Manager designated by
the State, or to the State, as directed by the State, of any terminated Services being provided by
the Manager as of the termination date of the PMA, without any material disruption of, or material
adverse impact on, the Services being provided or the terms of the PMA, except as mutually
agreed by the Parties.
The State, GTECH, SGI and Northstar have entered into a Termination Agreement effective 9th
December 2014 (the “Termination Agreement”).
The Disentanglement Services Plan provides a framework to formulate a detailed master plan for
implementing the provision of Disentanglement Services set forth in Article 14 of the PMA during
the Disentanglement Services Period, including:
•
•
•
•
An overview of the governance framework to monitor the day-to-day operations of the
Lottery to ensure uninterrupted operations prior to and after the selection of the
Replacement Manager by the Lottery;
Ensure all Subcontractors, including without limitation GTECH and SGI, Vendors and
other parties with contractual obligations to Northstar in support of Lottery operations
(together referred to as “Key Suppliers”) adhere to their ongoing contractual
commitments;
Identification of roles, responsibilities and services that will be performed by the Manager,
Key Suppliers, the State and/or the Replacement Manager during the Disentanglement
Services Period;
Facilitate a smooth transition of Lottery operations from Manager to a Replacement
Manager;
11
•
•
•
Minimize, and where necessary, resolve disputes between Manager, Key Suppliers, the
State and the Replacement Manager;
Manage dependencies between Key Suppliers, Manager, Replacement Manager and the
State; and
Identification and documentation of major transition risks and mitigating actions.
Throughout the Disentanglement Services Period, the State shall continue to have actual control
and oversight over all Lottery operations by retaining the authority to direct or countermand
Manager’s operating decisions, maintaining ready access to information regarding all aspects of
Lottery operations, and retaining ownership of all Lottery assets including all State Intellectual
Property. The rights granted to Manager in the Disentanglement Services Plan are subject to
these actual control and oversight powers and the regulatory and step-in power of the State with
respect to the Lottery.
3.1.3
Governance of the Disentanglement and Transition Process
Disentanglement and transition will require strong coordination between the State, the Manager,
the Replacement Manager and Key Suppliers. Strong cooperation amongst these stakeholders
will also be needed for detailed planning, rigorous monitoring and reporting of progress,
identification of the Streams, the associated leads and management of issues and risks.
Figure 1 depicts the governance and operational structures for management of the
Disentanglement Services and transition process.
Figure 1 – Disentanglement and Transition Organizational Structure
12
The Chief Transition Officer will be a State employee or be directly contracted by the State. The
Program Management Office will report to the Chief Transition Officer. The Chief Transition
Officer and Program Management Office will initially be located in Manager's office to ensure
appropriate coordination. The State, the Chief Transition Officer, Program Management Office
will be provided with access to all documentation and data of the Manager.
3.1.4
Parties Involved in the Disentanglement Services
The entities involved in the Disentanglement Services are:
•
Disentanglement Steering Committee: Responsible for defining, aligning and
monitoring of the transition objectives and milestones. Responsible for the resolution of
escalated issues. Ownership and oversight of the Risk Management Plan. This Committee
will be chaired by the Chief Transition Officer, a full time employee or direct contractor of
the State.
•
Program Management Office: Responsible for creation of and coordination of the
activities of a consolidated plan of all of the project plans related to Disentanglement
Services (the “Disentanglement Master Plan”), overseeing maintenance of all project
plans created by the project managers working closely with the Stream Leads,
management of the Dependency Plan, identification and documentation of major transition
risks and mitigating actions in a written plan (“Risk Management Plan”), management of
the Risk Management Plan, reporting and facilitating resolution of issues and verifying
milestones.
•
Stream Leads: Will be organized by functional area and will be responsible for the
management and execution of the defined tasks within their function in coordination with
the other streams and the Program Management Office. Manager will be responsible for
proposing the actual Streams and Stream Leads; Streams will be activated upon approval
by the State. The State reserves the right to propose and create additional Streams. It is
essential that all business areas of Manager are addressed and tracked. The initial
streams that have been identified are the following
o Legal / Procurement
o Technology
 Tell Sell
 Systems
 Network
o Sales & Marketing
 Sales
 Sales – New Business Development
 Sales – Corporate Accounts
 Marketing – Instants
 Marketing – Online
 Marketing – Research
 Marketing - Advertising
o Corporate Affairs & Public Relations
o Human Resources
o Finance
o Interactive
o Business Analytics
13
3.1.5
Disentanglement Steering Committee
The Disentanglement Steering Committee will be comprised of the Lottery Director, Chief
Transition Officer from the State, the Manager’s CEO, the Replacement Manager's CEO (after
the Replacement Manager is selected), representatives of the Program Management Office and
other officers, consultants and staff designated by the State. The committee will be led by the
Chief Transition Officer, who will be responsible for convening meetings at least monthly (or more
often as necessary). The Manager’s CEO and Replacement Manager’s CEO may designate an
additional member of the Disentanglement Steering Committee, subject to the approval of the
Lottery Director, which approval shall not be unreasonably withheld. The committee will:
•
Review and approve the Project Mandate (as described in Section 3.1.6 below)
documenting the objectives, teams, milestone plan, roles and responsibilities, initial
compilation
of
the
Risk
Management
Plan
and
Issues
log;
•
Monitor the cross-team comprehensive Disentanglement Master Plan;
•
Review and validate milestone achievements against the approved project plans;
•
Review and validate milestone achievements against the approved Dependency Plan;
•
Review and approve the Risk Management Plan and monitor its implementation;
•
Take direction from the Chief Transition Officer on key business decisions relating to the
day-to-day operation of the Lottery; and
•
Discuss any issue arising from the transition, day-to-day operation of the lottery and
mobilize the appropriate Stream leads or other resources to address issues in a timely
fashion.
3.1.6
Program Management Office
Through this RFP, Northstar, in accordance with the terms of the PMA and with the necessary
approval of the State, will select a third party company ("PMO Subcontractor") to operate and
staff the Program Management Office as well as recruit and procure suitable project managers to
assist with Disentanglement Services. Northstar’s responsibilities with respect to this RFP, are
subject to the actual control and oversight powers and the regulatory and step-in power of the
State with respect to the Lottery.
The Program Management Office (also sometimes referred to herein as PMO) will be responsible
for the coordination of the different activities planned within each Stream and will document and
condense the activities into a single Disentanglement Master Plan, managed by the Program
Management Office.
The implementation and management of the Disentanglement Master Plan requires the:
•
Creation
•
Creation of project charters that align and provide consistency amongst the various
Streams identified;
of
the
Project
14
Mandate
document;
•
Effective identification, reporting and management of project goals, dependencies and
objectives;
•
Identification of critical activities (those on the critical path), milestones, deliverables,
constraints and dependencies;
•
Creation of a risk assessment and corresponding mitigation plan to avoid delays;
•
Effective management of project baseline changes and issues as well as status reporting
and tracking; and
•
Successful close-out of the project.
The Program Management Office will manage the Disentanglement Master Plan and the process
and timeline on a day-to-day basis. Further, the Program Management Office, under the direction
and authority of the Chief Transition Officer, will set the agenda for the Disentanglement Steering
Committee, report activity progress, escalate issues and propose major changes to the
Disentanglement Master Plan, if dictated by issues arising from the Disentanglement Services.
The Program Management Office will also:
•
Ensure coordination of key personnel of the Manager, the State, and the Replacement
Manager with respect to the implementation of the Disentanglement Master Plan;
•
Maintain the Disentanglement Master Plan to monitor the progress of the Streams, check
linkages between teams, and identify and maintain critical path activities;
•
Verify overall resource requirements for the transition and communicate additional
resource needs;
•
Provide project management support to key personnel to help facilitate the completion of
the Disentanglement Master Plan.
•
Work with the Disentanglement Steering Committee to ensure information flow and timely
action related to any arising issues; and
•
Communicate progress and issues to all stakeholders.
3.1.7
Project Management and Quality Assurance
The PMO Subcontractor is responsible for the development, management and ongoing
refinement of the Disentanglement Master Plan which are critical to its ultimate successful
completion. The following requirements are additional key components of an appropriate Project
Management approach:

Governance: The PMO Subcontractor shall provide an overview of a governance
framework to monitor and control the day-to-day operations of the Lottery to ensure
uninterrupted operations prior to and after the selection of the Replacement Manager by
the Lottery.
15

Project Management SOPs: The PMO Subcontractor shall provide a clearly defined
project management methodology and documented standard operating procedures
(SOPs) that can satisfy the requirements of the proposal.

Documentation Standards: The PMO Subcontractor shall provide applicable standards
and procedures for controlling and archiving documents that will be maintained throughout
the project as well as describe their documentation structure and naming conventions to
facilitate work being managed consistently across all work streams.

Information Repository and Accessibility: The PMO Subcontractor shall manage and
maintain a secure web-based repository where all project team members can access
project documentation. The PMO Subcontractor shall define archive rules and staff
accessibility in agreement with Northstar and the State. All documentation created as a
result of the project will remain accessible throughout the engagement and is property of
the State.

Staffing Management: The PMO Subcontractor shall describe their PMO staffing
management process along with their plan detailing their staffing mix, capabilities and
experience with emphasis on similar projects with similar or broader scope and
responsibilities; include resumes by role (executive sponsor, project manager, project
scheduler, project coordinator, business analyst, technical analyst, etc.)

Communication Approach: The PMO Subcontractor shall present a method to
effectively communicate the ongoing, status, risks, issues and goals of the project.

Status Reporting: The PMO Subcontractor shall develop a dashboard to measure cost,
scope and schedule compliance. It should also include a report schedule: i.e., weekly
status reports, monthly progress reports as defined by Northstar and the State. The PMO
Subcontractor shall also prepare periodic Executive briefings to the Disentanglement
Steering Committee summarizing the extent of progress as compared to the schedule and
plan set forth in the Disentanglement Master Plan. The presentation would include, but
not be limited to, project metrics on cost, scope, and schedule adherence and be in
accordance with Section 3.1.6 of this RFP.

Change Management and Team Coordination: The PMO Subcontractor shall
coordinate with and support the Stream Leads in carrying out their responsibilities as
defined in Section 3.1.8 in this RFP to ensure a seamless transition to the Replacement
Manager. The PMO Subcontractor shall manage and report whether a given deliverable
or set of deliverables have been successfully met and the appropriate management signoffs have been given. The PMO Subcontractor shall demonstrate its ability to use effective
and efficient change control policies, procedures and techniques to ensure the objectives
and deliverables of the Disentanglement Master Plan are achieved within the constraints
of the budget and timeline identified. Any changes in scope shall be approved by the
Chief Transition Officer.

Issue and Risk Management Process: The PMO Subcontractor shall define processes
that identify, tracks and reports project problems, issues and risks that continually
measures their potential to compromise schedule, budget and quality or work. The PMO
Subcontractor shall develop a risk management plan in accordance with Section 3.1.11 of
this RFP and shall ensure effective communication and escalation to the Disentanglement
Steering Committee.
16

3.1.8
Resource Management: The PMO Subcontractor shall determine the overall resource
requirements for the implementation of the Disentanglement Master Plan and
communicate additional resource needs as required. Resource changes and additions
must be approved by the State.
Stream Leads
Each stream will be staffed with representatives of the Manager, Replacement Manager (where
required and as determined by the State) and the State. These teams will deal with crossfunctional issues that are particularly critical and need to be specifically addressed to ensure a
smooth transition and minimize any day-to-day operational risks.
In the case of Manager, as depicted in Figure 2 below, each Stream Lead will have three
primary areas of focus during the Disentanglement Services Period:
1. Continued operation of the day-to-day activities of the Lottery,
2. Transition to the Replacement Manager,
3. Demobilization of Manager (where relevant).
Figure 2 – Overview of Primary Responsibilities of Manager Stream Leads during the
Disentanglement Services Period
Each Stream Lead throughout the Disentanglement Services Period will be responsible for the
continued operation of their designated area of the Lottery, overseeing the activities and plans of
the Transition Activities for their area and Demobilization activities (where relevant) to ensure
overall success in the delivery of the Disentanglement Services. The Stream leads will develop
and update a plan for their specific activities and work with the Disentanglement Program Office
to make sure all plans are synchronized with the Disentanglement Master Plan.
In particular, the Stream lead's responsibilities include:
17
•
Approval and execution of day-to-day operational decisions and where necessary
escalating to the CEO of Manager or his/her designee who shall escalate to Chief
Transition
Officer;
•
Development and maintenance of detailed project plans for their activities;
•
Ensure reporting and achievement of transition milestones that are within their respective
scope of responsibility and reporting progress thereof to the Program Management Office;
and
•
Identification, management and mitigation of risks within their scope of responsibility.
Each Stream will create a Statement of Work to clarify its role and responsibilities, including:
•
An overview of the role and scope of Stream, complemented by the identification of the
Stream leader, executive sponsors, related contact information, and required approvals
and sign-offs;
•
The mission statement, with description of the team’s high-level objectives and a set of
operating principles;
•
Background information commensurate with the scope of responsibility; and
•
The list of initiatives that must be accomplished, their timing, staffing requirements, and
identification of existing operating constraints, and/or risks that the team is facing
(mitigation actions will be addressed).
As part of their responsibilities, each Stream lead will update the Program Management Office
regularly as required. Updates will contain milestone details (associated with the related owner),
tracking linkages with other Streams, listing potential issues (roadblocks, etc.) and updates to
their portion of the Risk Management Plan.
3.1.9
Disentanglement Milestones
The Program Management Office shall prepare a written summary of all activities and the
Transition milestones. With the completion of the Disentanglement Milestones, the work of the
Disentanglement Teams will be concluded. Their responsibilities will be transferred directly to the
Replacement Manager. The relevant Stream Leads will continue operating according to their
respective plans to ensure managerial attention and focused efforts to their deliverables.
3.1.10 Process for Monitoring the Progress of the Disentanglement Master Plan
Tracking the progress of the Disentanglement Master Plan will be critical. Therefore, this activity
will be the primary responsibility and major focus of the Program Management Office that will
operate within the defined governance structure with three major guiding principles:
•
Accountability: Stream Leads decisions must be aligned with overall objectives of the
State and the Manager. For each stream and milestone, individuals will be identified as
accountable for follow-through and to measure performance.
18
•
Prioritization: Finite resources will be allocated against highest-value initiatives;
individual team members will always be aligned against highest value interactions.
•
Early warning: Specific process is put in place to identify and address issues and risks
early. For this reason, on a weekly basis, each team will submit to the Program
Management Office a detailed work plan, as described in the section above entitled
“Governance of the Disentanglement Services Plan.”
The Program Management Office will adopt a set of metrics to identify early issues and risks
and to monitor activity progress.
3.1.11 Risk Management and Mitigation Actions
Operational risks during the Disentanglement Phase will be assessed and documented during
the Disentanglement Services Period and included within the Risk Management Plan. This Risk
Management Plan will continually be updated by all of the stakeholders and continually
monitored by the Disentanglement Steering Committee.
3.1.12 Adjustments to the Disentanglement Services Plan Resulting from
Disentanglement Services Period Extension
In the event of any State-initiated Disentanglement Services Period extension, the parties shall
agree on appropriate adjustments to the Disentanglement Services Plan and all associated
dates and milestones. Where such adjustments between the Manager and the Replacement
Manager are in dispute, the Lottery Director will resolve the dispute. Where such adjustments
between the State, the Manager or the Replacement Manager are in dispute, the Lottery
Director will resolve the dispute.
3.2
MILESTONES AND DELIVERABLES
The successful Bidder will propose a timeline in conjunction with Northstar and the State to ensure
that the project objective is achieved. The State shall approve the timeline.
MILESTONE
DATE
Creation of the Project Mandate document:
TBD
Creation of project charters that align and provide
consistency amongst the various Streams identified:
TBD
Effective identification, reporting and management of project
goals, dependencies and objectives:
TBD
Identification of critical activities (those on the critical path),
milestones, deliverables, constraints and dependencies:
TBD
Creation of a risk assessment and corresponding mitigation
plan to avoid delays:
TBD
Effective management of project baseline changes and
issues as well as status reporting and tracking:
Continuous
19
Successful closeout of the project:
December 8, 2015*
* This date may be
extended by up to four
six-month renewal options
3.3
SUBCONTRACTOR AND STAFF REQUIREMENTS
Northstar is seeking proposals from Bidders that, at a minimum, possess the following
qualifications. Briefly describe how you will meet or exceed each of the following requirements.

Minimum Qualifications – Proposals from Bidders that fail to meet these
qualifications will not be considered for award

Bidder is authorized to conduct business in Illinois at the time a contract
is awarded.

Bidder has been actively supporting large scale program/project
management engagements for a minimum of five (5) years.

Bidder must have a clearly defined project management methodology
and documented standard operating procedures (SOPs) that can
satisfy the requirements of the proposal.

The individual(s) assigned to lead this project (PMO Leadership) must
have a Bachelor’s Degree in technology, operations, marketing or a
related field.

PMO Leadership individually must have at least eight (8) years’ of
documented experience working in a project-centric environment,
including a minimum of five (5) years as a project lead.

PMO Leadership must be certified by PMI (the Project Management Institute)
as a PMP (Project Management Professional).
Desirable Qualifications – The following items are desired or preferred
qualifications that Northstar is looking for in the Bidder and the Bidder’s proposed
product.

It is preferred that the Bidder/PMO Lead have the following skills/qualifications:

Strong project management skills with experience in managing large scale
projects valued in excess of $2M.

Experience in managing mission critical IT systems conversions,
transitioning/outsourcing of field service operations and/or advertising and
marketing functions.

Experience working in or managing initiatives the Lottery industry, local,
state or federal government environment.
20

3.4

Exceptional flexibility for multitasking; ability to work under tight deadlines.

Strong verbal and written communication skills. Ability to effectively use
tact, persuasiveness and diplomacy in communications with firm
professionals in obtaining information, responding to inquiries, and when
resolving issues. Must be able to flex between high-level brief
communication and more detailed communication for differing audience
needs.

Strong creative and strategic thinking skills; capable of addressing issues
from various vantage points; capable of evaluating options with the end in
mind.

Requires “hands-on,” highly flexible, self-driven person with excellent
strategic, tactical and collaboration skills.
It is preferred that the Bidder’s other project team staff be PMI certified.
WHERE SERVICES ARE TO BE PERFORMED
The bid proposal is being requested for the PMO overseeing the Disentanglement Services Plan,
which is or shall be located in Chicago, Illinois. Travel to the other Northstar and Department of
the Lottery regional offices throughout Illinois may be required to help facilitate the plan’s
completion. Regional offices are located in Chicago, Springfield, Bolingbrook, Des Plaines,
Rockford and Fairview Heights.
3.5
TERM OF SUBCONTRACT; CONTRACT; RENEWAL OPTIONS; ASSIGNMENT TO
THE STATE OR REPLACEMENT MANAGER
This resulting Subcontract with the successful Bidder shall commence upon execution and
expire on December 8, 2015. There are four (4) six-month renewal options. In addition, the
Subcontract shall be assignable to the State or the Replacement Manager.
3.6
PROPOSAL SUBMISSION REQUIREMENTS
Bidder is required to demonstrate corporate experience, technical capability to perform the
Services and financial means to support the services requested in this RFP. Additional information
is invited; however, any presentation beyond that sufficient to present a complete and effective
Proposal is not desired. Bidder must respond to all requirements in this Section.
o
TECHNICAL PROPOSAL CONTENTS
The following documents and responses must be included in the Technical Proposal and
tabbed as such in the order given below.
o
Transmittal Letter (not to exceed one (1) single-sided, letter-sized (8.5” x 11”)
page.
21
An individual authorized to legally bind the Bidder must sign the transmittal letter.
The person who signs the transmittal letter will be considered the contact person
for all matters pertaining to the Offer unless the Bidder designates another person
in writing and attests that all information submitted with the Proposal is true and
correct.
The transmittal letter must include the following.
1. Legal company name, corporate address, telephone, fax number and email address.
2. Confirmation that Bidder understands the work to be done, the commitment
to perform the work within the required time, and a statement why the firm
believes it is best qualified to perform the engagement.
3. Acknowledgement of receipt of all addenda and amendments to the RFP.
4. The letter must include a statement that the Proposal is a firm and
irrevocable offer and shall remain valid for a period of not less than 180
days from the date of submittal.
5. Any request for confidential treatment of information in addition to the
specific statutory basis supporting the request, an explanation of why
disclosure of the information is not in the best interest of the public, and the
specific basis under Section 7 of the Illinois Freedom of Information Act (5
ILCS 140/7) for the exemption from disclosure of such information. The
transmittal letter must also contain the name, address and telephone
number of the individual authorized to respond to Northstar regarding the
confidential nature of the information.
o
Table of Contents
The Bidder must include a table of contents in its Offer. Offers must be page numbered
sequentially from front to back.
O
Executive Summary
The Bidder must prepare an Executive Summary and overview of the services it is offering
including all of the following information:








Type of business entity (i.e., corporation, partnership, limited liability company,
limited liability partnership, sole proprietorship). If a corporation, include place
of incorporation.
Number of years Bidder has been providing the types of services specified in
this RFP.
Brief statement of Bidder’s quality and reliability goals.
Indication if Bidder is currently doing business with the State of Illinois or if the
Bidder is in the process of bidding on any work with the State.
Unique features of Bidder’s business.
Bidder’s total number of employees.
Bidder’s net revenues for the last three (3) years.
Whether any of the following have occurred in Bidder’s experience during the
last three (3) years and, if so, provide details as to each: (i) a contract was
terminated before completion; (ii) Bidder was assessed liquidated damages or
other sanctions on a contract; (iii) Bidder has been involved as a defendant in
any material civil or criminal litigation.
22

o
Statements that demonstrate that the Bidder understands the services as
specified in the RFP.
Technical Approach (Plan to Address the Services Required from the Bidder)
The Bidder must provide a detailed description of how the Bidder plans to meet
each service requirement expressed in Section 3 of the RFP, “Specifications /
Qualifications / Statement of Work.” Offers must be fully responsive to each
service requirement. Offers must identify any deviations from the stated
requirements or requirements that the Bidder cannot satisfy.
The Bidder's Proposal must include the following:

o
A summary of timeline and work to be completed.
Technical Experience (Discussion of Bidder Qualifications)
The Bidder must provide a detailed explanation of how it meets each of the
minimum qualifications and desirable qualifications stated in Section 3 of the RFP,
“Specifications / Qualifications / Statement of Work.”
The Bidder's Proposal must include the following:

Minimum Requirements Questionnaire. Please answer “YES” or “NO” to
the following questions and provide narratives explaining your responses.
If the Bidder does not meet any of the minimum requirement(s), Bidder will
not be considered for award.
1. Bidder is authorized to conduct business in Illinois at the time a contract
is awarded.
Yes
No
Please explain.
2. Bidder has been active in program project management for a minimum of five
(5) years.
Yes
No
Please explain.
23
3. The lead individual assigned to this project (PMO Lead) must have a
Bachelor’s Degree.
Yes
No
Please explain.
4. The PMO Lead must have at least eight (8) years’ experience working in a
project environment, including a minimum of five (5) years as a project lead.
Yes
No
Please explain.
5. The PMO Lead must be certified by PMI (the Project Management Institute) as
a PMP (Project Management Professional).
Yes
No
Please explain.

Evidence of the firm’s established record of accomplishment of providing
services and/or deliverables that are the subject of this RFP.

A staffing plan listing the individuals who will be assigned to the
engagement including the firm representative who would be directly
responsible for overseeing this engagement. In summary form, list their
name, title, engagement role, time with the firm, and summarize their
relevant qualifications and experience.

An organization chart from the CEO/President of your firm and including
the key personnel that would provide services to Northstar Lottery Group
and the State of Illinois. Also include your problem resolution process to
include the problem escalation path.

Examples of two similar projects managed by your firm. Describe the
outcomes of the projects and indicate any lessons learned.

If different to the above, examples of two similar projects managed by the
proposed PMO Lead. Describe the outcomes of the projects and indicate
any lessons learned. Please provide contact details for the client used in
the examples.

Resumes of key personnel to be assigned to this project.
24
SECTION 4  COST PROPOSAL
PROGRAM MANAGEMENT OFFICE
RFP # 15-S-0001
Bidder:
Name and Title of Contact Person:
E-mail:
Phone:
Address:
Please provide a fixed hourly rate for each Position / Title proposed for the initial term of this
contract. Assume that the Initial Term begins May 11, 2015 and ends December 8, 2015.
The rate must be a fully loaded rate (i.e., hourly rate, fringe benefits, per diem, travel, overhead,
and any other associated expenses related to the contract).
The estimated hours and position/title indicated in the tables are subject to change.
The fully loaded hourly rate will not change for the initial term of the contract or the renewal
options.
INITIAL TERM – May 11, 2015 – December 8, 2015
Position / Title
Fully Loaded
Hourly Rate
TOTAL
25
Estimated
Hours
Estimated Total Cost
(Hourly Rate x
Estimated Hours)
$
$
$
$
$
$
ATTACHMENT A TO RFP– FORM OF SUBCONTRACT
SUBCONTRACT AGREEMENT
PROGRAM MANAGEMENT OFFICE
This Subcontract Agreement (this “Agreement”) for Program Management Office
Services is hereby entered into as of this day of _____________________ (the “Effective Date”)
between NORTHSTAR LOTTERY GROUP, LLC a limited liability company, having a principal
address of 180 North LaSalle Street, Suite 1810 Chicago, Illinois 60601 and
___________________________,
having
a
principal
address
of
__________________________________________ (the “Subcontractor”).
Northstar has entered into a Private Management Agreement (the “PMA”) with the State
of Illinois, acting through the Illinois Department of the Lottery as statutory successor to the
Illinois Department of Revenue, Lottery Division (the “State”) pursuant to which Northstar
manages certain operations of the Illinois Lottery.
In connection with the PMA, Northstar issued a Request for Proposals dated
_______________ (the “RFP”), soliciting competitive proposals from a number of responsible,
responsive qualified bidders to perform those Program Management Office Services described
in the RFP (“Services”).
Subcontractor responded to the RFP with a Proposal (the “Proposal”) and Northstar selected
Subcontractor following a competitive bidding process.
Subject to the successful completion of any probity investigations by the State, as well as State
approval of such Subcontractor, Northstar and the Subcontractor agree that the Subcontractor
shall provide Northstar with the Services in accordance with the terms and conditions herein.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Subcontractor and Northstar hereby agree as follows:
1.
SERVICES
A.
Subcontractor shall provide the Services pursuant to and in accordance with the
RFP, which shall be incorporated by reference into this Agreement, as modified herein. Northstar
may, in its sole discretion, request that Subcontractor and Northstar enter into separate
statements of work (“SOWs”) in connection with additional assignments related to the Services.
Such SOWs shall be in writing, shall specify the scope of work requested, the pricing, the
timeline and be signed by both parties and shall further specify that the applicable SOW shall
be incorporated into this Agreement and made a part hereof.
B.
Subcontractor shall perform all of the Services with care, skill and diligence in
accordance with applicable professional standards currently recognized by its profession and to
the reasonable satisfaction of Northstar.
C.
All Services provided by Subcontractor hereunder are for the benefit of the State.
26
D.
To the extent there is any inconsistency between this Agreement, the RFP and/or
the Proposal, the terms and conditions of this Agreement shall control, and any variation from the
scope of Services set forth in the RFP shall be expressly included in this Agreement.
2.
COMPENSATION AND EXPENSES
Northstar shall pay the Subcontractor for the Services provided to Northstar in accordance with
and subject to the provisions of Schedule I to this Agreement.
3.
CONFIDENTIALITY
Northstar and Subcontractor shall execute the Non-Disclosure Agreement in the form set forth
in Exhibit A.
4.
RECORD KEEPING; AUDITS; DATA PROTECTION
A. Record Keeping.
1. Contract Records. As reasonably needed to validate Subcontractor’s compliance with
this Agreement and to assist Northstar in validating its compliance with the PMA to the State,
Subcontractor shall maintain complete and accurate records constituting “Contract Records” as
defined in the PMA, to the extent Subcontractor is involved in creating, processing, maintaining
and/or storing the same as part of its Services. Subcontractor shall maintain such Contract
Records for five (5) years after the termination of this Agreement.
2. Audits.
(a) Subcontractor acknowledges the right of the State’s auditors (defined as Permitted
Auditors under the PMA) to conduct audits of Subcontractor as contemplated by Section 11.3 of
the PMA, and Northstar and Subcontractor shall each comply with all obligations thereunder,
mutatis mutandis (e.g., where references to Manager and Manager Personnel shall be deemed
to refer to Subcontractor and Subcontractor Personnel). Subcontractor shall conduct the
investigations, and shall cooperate with Northstar’s investigations as described in and in
accordance with Section 11.3.4 of the PMA. In each case, such cooperation shall include, upon
reasonable notice, providing information, access to facilities and personnel and active
cooperation to enable Northstar to be able to fulfill its obligations under such sections of the PMA.
(b) Audit Results. If an operational audit under Section 11.3.2 of the PMA reveals that
Northstar is not in material compliance with any Regulatory Requirement, State Policy or Rule
( a s d e f i n e d i n t h e P M A ) or any other term of the PMA due solely to an act or omission of
Subcontractor, Subcontractor’s Affiliates (as defined in the PMA) and/or Subcontractor personnel
under this Agreement, Subcontractor shall, at its sole cost and expense, promptly take any and
all actions necessary to comply (and render Northstar in compliance with) with such
Regulatory Requirement, State Policy (ies), Rules or term applicable to Subcontractor. In
addition, Subcontractor shall promptly reimburse Northstar for the actual cost of such audit and
any damages, fees, fines or penalties assessed against or incurred by the State as a result
thereof. If a financial audit under Section 11.3.3 of the PMA reveals an overcharge by Northstar
due to an act or omission of Subcontractor, Subcontractor’s Affiliates (as defined in the PMA)
and/or Subcontractor personnel, Subcontractor shall promptly pay to Northstar the amount of
such overcharge, together with interest from the date of Subcontractor’s receipt of such
27
overcharge at the same rate of interest then applicable to late payments by the State prescribed
by State Prompt Payment Act (30 ILCS 540) and rules (74 Ill. Adm. Code 900). In addition, if any
such audit reveals an overcharge of more than three percent (3%) of the audited payments
hereunder in any payment category, Subcontractor shall promptly reimburse Northstar for the
actual cost of such audit (including all fees of any Permitted Auditors) and any damages, fees,
fines or penalties assessed against or incurred by the State as a result thereof.
(c) Audit Follow-Up. To the extent relating solely to the Services or non-compliance
with the applicable Regulatory Requirement, State Policies and Rules or term of this Agreement
due to an act or omission of Subcontractor or its personnel, Subcontractor shall assist Northstar
in complying with the Section 11.4.3 of the PMA, including developing for Northstar approval an
action plan for Subcontractor to take (within the timeframes contemplated by Section 11.4.3 of
the PMA) any and all actions necessary for Subcontractor to rectify, at its own cost and
expense, such non-compliance with the applicable Regulatory Requirement, State Policy and
Rules or term of this Agreement, or otherwise resolve any deficiencies, problems, concerns
and/or recommendations identified by the State in connection with any audit.
(d) Audit Costs. Subcontractor shall provide reasonable audit-related assistance and
compliance described in this Section 4 at no additional cost to Northstar.
3. Data Ownership; Data Security
(a) Ownership of State Data. Subcontractor acknowledges that the State Data (as
defined in the PMA) is the property of the State. To the extent the Services involve State Data,
Subcontractor shall take all reasonable actions to enable Northstar to comply with Section 9.1 of
the PMA, on the terms and subject to the conditions of said Section 9.1 of the PMA.
(b) Security. To the extent Subcontractor‘s Services involve State Data, Subcontractor
shall take all reasonable actions to enable Northstar to comply with Section 9.2 of the PMA, on
the terms and subject to the conditions of said Section 9.2, including establishing and maintaining
the physical, environmental, safety and facility procedures, data security procedures and other
safeguards as contemplated by Section 9.2 of the PMA and otherwise complying with the other
provisions thereof (mutatis mutandis). Without limitation, to the extent Subcontractor maintains
computer or other files containing State Data, Subcontractor shall provide the State with access
to such files upon reasonable prior written notice and the State’s written request and otherwise
on the terms and subject the conditions of Section 9.2.4 of the PMA.
5.
INTELLECTUAL PROPERTY RIGHTS
A. Subcontractor acknowledges and agrees that Northstar shall be the sole owner of all
creations, products, inventions or discoveries, which are conceived, created, developed and paid
for by Northstar under or in connection with this Agreement together with all Intellectual Property
rights related to the foregoing. The Subcontractor warrants that it is entitled to acknowledge and
agree to such transfer of rights to Northstar, and has obtained all the rights and necessary
authorizations from all parties concerned, including from any of its subcontractor(s) in order to do
so.
B. The Subcontractor shall cooperate in good faith to facilitate the full exercise and/or
exploitation by Northstar of any of its Intellectual Property rights, and, where necessary, do all
acts and procedures required to obtain and perfect all intellectual property rights in the name of
Northstar. The Subcontractor shall also in all circumstances refrain from any actions or from any
28
abuse of their rights including moral rights, which would prejudice such ownership, exercise or
exploitation by Northstar.
C. All materials, including (without limitation) documents in written or pictorial forms, on
magnetic or non-magnetic media, drawings, designs, computer programs, source codes,
apparatus or models, developed by the Subcontractor for Northstar in pursuance of this
Agreement shall be and shall remain the property of Northstar and are specifically works made
for hire.
D. All materials supplied by Northstar to the Subcontractor shall remain the property of
Northstar, and shall be returned to Northstar, with all copies thereof, when this Agreement is
terminated, for whatever reason; or immediately upon request by Northstar.
E. Subcontractor hereby grants to Northstar a non-exclusive, non-transferable,
irrevocable during the Term, fully paid-up license to access and use and to permit a Third Party,
including the State, to access, use, modify and create derivative works of Subcontractor's
Intellectual Property for the benefit or use of Northstar or the State until the expiration or
termination of this Agreement, to the extent that such access and use is reasonably required for
Northstar to receive the Services contemplated hereunder; provided, however, that (a) to the
extent any of such licensed Intellectual Property constitutes Software, only the object code version
of such Software shall be licensed; and (b) the rights of any Third Party shall be conditioned upon
Subcontractor's right to protect such Intellectual Property.
F. Subcontractor shall not use any Intellectual Property for which it is unable to offer a
license or other rights to Northstar.
G. Each party agrees to reproduce copyright legends which appear on any portion of
Intellectual Property and/or copies or materials embodying the Intellectual Property which may be
owned by the other party or third parties.
H. Each party agrees to reasonably cooperate with and reasonably assist the other party
in connection with the investigation or pursuit of a party in enforcing and/or investigating violations
of the Intellectual Property rights of such party with regard to the Intellectual Property that is owned
by such party. In addition, each party agrees to execute any documents or take any other actions
as may reasonably be necessary, or as the other party may reasonably request, to perfect such
other party's ownership of, as applicable, of any Intellectual Property contemplated hereunder.
I. Nothing in this Agreement shall restrict a party from using the generic data processing
or business process ideas, concepts, or know-how developed by or disclosed to a party in
connection with this Agreement and inadvertently retained in the unaided memory of the receiving
party's employees and representatives (and not intentionally memorized for the purpose of later
recording or use) who have rightful access to such information under the terms of this Agreement,
provided that such use does not infringe or misappropriate the Intellectual Property rights of a
party or breach any confidentiality obligations or other obligations under this Agreement.
J. All newly developed Intellectual Property jointly developed by Subcontractor and
Northstar in furtherance of this Agreement shall be owned jointly by the parties, and each party
shall have the right to hold such Intellectual Property in its own name.
K. Except as expressly specified in this Agreement, nothing in this Agreement shall be
deemed to grant to one party, by implication, estoppel or otherwise, license rights, ownership
29
rights or any other Intellectual Property rights in any Intellectual Property owned by the other party.
L. The obligations of the Subcontractor under this Section 5 shall survive any termination
of this Agreement and shall remain in full force and effect thereafter.
6.
SUBCONTRACTOR PERSONNEL
A. Subcontractor Personnel Are Not State Employees. Nothing in this Agreement shall
operate or be construed as making Northstar and Subcontractor, or the State and the
Subcontractor, partners, joint venturer, principals, joint employers, agents or employees of or
with the other. No officer, director, employee, agent, or affiliate of Subcontractor shall be deemed
to be an officer, director, employee, agent, affiliate, contractor or subcontractor of the State or of
Northstar for any purpose. Subcontractor has the right, power, authority and duty to supervise and
direct the activities of the Subcontractor’s personnel and to compensate such personnel for any
work performed by them hereunder. Subcontractor, and not Northstar or the State, shall be
responsible and therefore solely liable for all acts and omissions of Subcontractor Personnel with
regard to or in connection with this Agreement, including acts or omissions constituting
negligence, gross negligence, willful misconduct or fraud. Subcontractor hereby acknowledges
that Subcontractor and its personnel are not entitled to indemnification under the State Public
Employee Indemnification Act, 5 ILCS 350/1 et seq.
B. Subcontractor Personnel — Designation, Removal and Replacement.
1. Designation of Subcontractor Key Personnel. Each of the Subcontractor’s Key
Personnel shall be designated in Schedule I I and shall have the functions assigned to him or
her, all as set forth in said Schedule. All Subcontractor Key Personnel shall be assigned to
perform the Subcontractor Services on such basis (e.g., full time assignment or otherwise) as
needed to ensure that the Subcontractor Services contemplated hereunder are provided in an
efficient and timely manner and in accordance with this Agreement. Such Schedule designating
Subcontractor Key Personnel shall be promptly updated and provided to Northstar and the State
by Subcontractor upon any replacement or substitution of a new person for any Subcontractor
Key Personnel. S u b c o n t r a c t o r c a n n o t i n c u r b i l l a b l e h o u r s f o r a n y
S u b c o n t r a c t o r P e r s o n n e l n o t a p p r o v e d b y N o r t h s t a r . The approval of
the Key Personnel Schedule is a condition precedent to the effectiveness of this Agreement.
2. Removal/Replacement of Subcontractor Key Personnel by Subcontractor.
A. If any Subcontractor Key Personnel becomes incapacitated, suffers a disability that
cannot be reasonably accommodated, takes a long-term leave of absence, voluntarily terminates
his/her employment with Subcontractor, is terminated or removed from providing Subcontractor
Services For Cause by Subcontractor, or is transferred, reassigned or redeployed with State and
Northstar Approval, within a reasonable time under the circumstances but as soon as
practical, Subcontractor shall, where possible, promptly provide written notice to Northstar
and the State of such occurrence and identify potential suitable replacements, if any, in writing and
replace such person with another person in accordance with Section B below. In the event of any
replacement of Subcontractor Key Personnel, if circumstances permit, Subcontractor shall provide
for an appropriate transition (overlap) period at no additional cost to Northstar for the new
individual and use commercially reasonable efforts to minimize any disruption such replacement
may cause in the performance of Subcontractor obligations under this Agreement.
B. Removal of Subcontractor Personnel by Northstar. Notwithstanding anything contained
30
herein to the contrary, if Northstar believes that the performance or conduct of any Subcontractor
Personnel employed or retained by Subcontractor to perform Subcontractor's obligations under
this Agreement (including Subcontractor Key Personnel) is unsatisfactory for any reasonable
and lawful reason or is not in compliance with the provisions of this Agreement (including actual
or suspected violations of the terms and conditions of this Agreement and/or the State Policies and
Rules), Northstar shall notify Subcontractor in writing and Subcontractor shall, at
Subcontractor's cost, either: (i) promptly address the performance or conduct of such
Subcontractor Personnel; or (ii) (a) if the performance or conduct is curable, as reasonably
determined by Northstar, and Subcontractor is unable to cure the performance or conduct of such
personnel within thirty (30) days after Northstar’s notification, or (b) if the performance or conduct is
not curable, as reasonably determined by Northstar, in either case, at Northstar’s request,
promptly replace such personnel with another person reasonably acceptable to Northstar and
with sufficient knowledge and expertise to perform the Services in accordance with this
Agreement. Such replacement Subcontractor personnel shall work with the replaced Subcontractor
Personnel, if feasible, during a reasonable transition period.
C. Supervision and Conduct of Subcontractor Personnel.Subcontractor
shall
be
responsible for the performance of all Subcontractor personnel assigned to provide Services
under this Agreement, and shall direct the management of such personnel. Subcontractor shall:
(i) determine and pay all applicable wages and salaries, including applicable overtime and other
premium pay; (ii) comply with applicable tax Regulatory Requirements, including income tax and
employment tax withholding Regulatory Requirements; (iii) comply with all applicable Regulatory
Requirements governing the employment relationship between Subcontractor and its employees,
including Regulatory Requirements, as applicable, relating to accommodation of disabilities,
equal pay, provision of leave (e.g., FMLA, jury duty, etc.), unlawful discrimination, as well as wage
and hour requirements; (iv) comply with all applicable workers' compensation insurance coverage
Regulatory Requirements; (v) ensure that the employees are appropriately licensed and/or supervised
to perform their assigned duties in accordance with applicable Regulatory Requirements; and (vi)
maintain all required employment records, including I-9, personnel and medical files consistent with
applicable regulatory requirement and customary business practices.
D. Other Requirements Regarding Subcontractor Personnel.
1. Probity Investigations by the State. Subcontractor hereby acknowledges and agrees
that the State shall have the right to conduct probity investigations of any Subcontractor
personnel prior to and during the Term in accordance with the PMA.
2. Background Checks for Subcontractor Personnel. Subcontractor shall ensure that
Subcontractor personnel are authorized to work in any jurisdiction in which they are assigned to
perform Services and are not otherwise disqualified from performing the Services under
applicable Regulatory Requirements. To the extent allowed by applicable Regulatory
Requirements, Subcontractor shall conduct its standard background check on all Subcontractor
personnel and shall review the results of the background check to verify that the Subcontractor
personnel meets Subcontractor’s standards for employment. Such background check shall be
in the form generally used by Subcontractor in its initial hiring of employees or contracting for
contractors or, as applicable, during the employment screening process.
3. Substance Abuse Policies for Subcontractor Personnel. To the extent permitted by
applicable State Policies and Rules and in accordance with Subcontractor’s policies and
procedures, Subcontractor shall immediately remove (or cause to be removed) any
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Subcontractor personnel who is known to be or reasonably suspected of engaging in substance
abuse while at Northstar o r State facilities and/or while providing Services. In the case of
reasonable suspicion, at Subcontractor’s sole discretion, such removal shall be pending
completion of the applicable investigation. Substance abuse includes the sale, attempted sale,
possession or use of illegal drugs or drug paraphernalia, the misuse of prescription or nonprescription drugs or, to the extent not permitted at Northstar or State Facilities or by
Subcontractor, use of alcohol. Subcontractor covenants that it has and shall maintain
substance abuse policies, in each case in conformance with applicable State Policies and Rules,
and Subcontractor personnel shall be subject to such policies. Subcontractor covenants that it
shall require its Subcontractors and affiliates providing Services to have and maintain such
policies in conformance with applicable Regulatory Requirements and to comply with this
provision.
4. Written Compliance Requirement. Subcontractor shall require and cause all of its
subcontractors and personnel to sign a written agreement, in a form reasonably satisfactory to
the State, in which such person agrees to comply with (i) the State Policies and Rules and (ii)
the confidentiality provisions of this Agreement.
5. Equal Employment. Subcontractor and its personnel shall comply, and shall
require all of its subcontractors to comply, with all Regulatory Requirements that pertain to, or
otherwise touch upon, the employment relationship, including without limitation all applicable
provisions of state and Federal laws and regulations pertaining to discrimination against any
employee or applicant for employment because of race, color, religion, age, gender, national origin,
ancestry, marital status, sexual orientation, military status, physical or mental disability unrelated
to ability, order of protection status, unfavorable discharge from military service, sexual or other forms
of unlawful harassment and equal employment opportunity, such as the Illinois Human Rights Act
(775 ILCS 5); the Public Works Employment Discrimination Act (775 ILCS 10); the United States
Civil Rights Act of 1964 (as amended) (42 U.S.C. §2000a- §2000h-6); Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. §794); the Americans with Disabilities Act of 1990 (42 U.S.C.
§12101 et seq.); Executive Orders 11246 and 11375 (Equal Employment Opportunity) and
Executive Order 13160 (2000) Improving Access to Services for Persons with Limited English
Proficiency). Upon Northstar’s request, Subcontractor shall furnish to Northstar written certification
that Subcontractor is in compliance with all applicable non-discrimination Regulatory Requirements
applicable to private sector employers and agrees to obtain similar certifications from any
subcontractors. Subcontractor hereby covenants and agrees that no person shall be (i) excluded
from participation in, or be denied benefits of, this Agreement where such participation or benefits
are obligated by this Agreement or applicable laws, or (ii) excluded from employment, denied
any of the benefits of employment or otherwise be subjected to discrimination on the grounds of
handicap or disability, age, race, color, religion, sex, national origin or ancestry, or any other
classification protected by applicable law. Subcontractor shall, upon request, show proof of
such nondiscrimination and shall post in conspicuous places, available to all employees and
applicants, notices of nondiscrimination.
E.
Record Keeping.
Subcontractor shall maintain documentation for all fees or charges incurred by Northstar under
this Agreement or any modifications or amendments hereto. The books, documents, papers,
accounting records and other evidence pertaining to products and/or services to be provided or
performed or money received under this Agreement shall be (i) maintained for a period of five
(5) full years from the date of the final payment and (ii) subject to audit or inspection at any
reasonable time and upon reasonable notice by the State or its duly appointed representatives.
32
Subcontractor shall make such materials available at its offices, and copies thereof shall be
furnished to the State or its duly appointed representative by the Subcontractor, at no cost
to the State or its duly appointed representative, if so requested. Such records shall be
maintained in accordance with GAAP and any other applicable procedures established by the
State from time to time.
7.
PROHIBITION AGAINST LOTTERY PLAY
A. Subcontractor's officers, as well as its employees and agents actually performing the
Services pursuant to this Agreement are expressly prohibited from purchasing or redeeming any
Lottery ticket associated with Illinois Lottery.
B. In addition, Subcontractor is expressly prohibited from engaging in any activity that
is contrary to Existing Lottery Law, State Policies and Rules, or the PMA.
8.
TERM; TERMINATION
A. Initial Term; Renewals. Subject to the other terms and conditions of this
Agreement, this Agreement shall commence on the Effective Date and expire on December
8, 2015 (the “Term”). This Agreement may be extended for up to four additional six (6) month
terms through December 8, 2017, provided that Northstar shall provide Subcontractor with its
election to extend this Agreement on no less than thirty (30) days written notice prior to the end
of the initial term or any then-current renewal term.
B. Automatic Termination; Termination for Convenience; Termination For Cause.
1. Northstar has the unconditional right to terminate this Agreement before
expiration of its Term for any reason or upon ninety (90) days prior written notice from Northstar
to Subcontractor.
2. Northstar may terminate this Agreement immediately without penalty or further
payment required, (i) if the State requires that Northstar replace Subcontractor pursuant to
Section 7.14 of the PMA; (ii) if Subcontractor fails to perform to Northstar’s reasonable
satisfaction any of its material duties or obligations under this Agreement, which are either not
capable of or subject to being cured, or are not cured within any time period specified in the
written notice of breach (which will be not less than thirty (30) days) provided by Northstar; (iii)
if the actions or failure to act of Subcontractor, its agents, employees or subcontractors have
caused, or reasonably could pose a threat to the health and safety of any person, or the loss,
damage or destruction to any real or tangible personal property, or jeopardize the reputation or
good will of Northstar or the State; (iv) upon a material misrepresentation or falsification of
information provided by Subcontractor in the course of any dealings between the parties; (v)
upon a commencement of proceeding by or against Subcontractor under the U.S. Bankruptcy
Code or similar law, or any action to dissolve, merge or liquidate Subcontractor. In the event of
any of the circumstances enumerated in (ii) – (v) above, Northstar may elect to enforce the terms
and conditions of this Agreement, and in either event seek any available legal or equitable
remedies and damages. Notwithstanding anything herein to the contrary, upon termination
Northstar agrees to pay all outstanding undisputed fees due Subcontractor whether invoiced or
in process of invoicing at time of termination.
3. In the event the State elects to have this Agreement assigned to it as contemplated
by Section 7.13 of the PMA, the Parties agree to terminate this Agreement in its entirety, and
33
Subcontractor agrees to execute a new agreement with the State on identical terms as those
that are set forth in this Agreement.
9.
NO ASSIGNMENT; SUBCONTRACTING
This Agreement shall not be assigned by the Subcontractor, in whole or in part, without the prior
written consent of Northstar. It shall be assignable by Northstar to the State, or at the direction
of the State, to a replacement manager selected by the State, any Northstar subsidiary or
affiliated corporation or to any person, firm or corporation which may become a successor in
interest to Northstar by purchase, merger or otherwise. Any assignment made in violation of this
Section shall be void and of no force or effect. Subcontractor may, in accordance with the
provisions of Article 7 of the PMA, use subcontractors and vendors to provide products or
services as Subcontractor deems are necessary for the performance of its Services.
10.
INSURANCE
During the Term of this Agreement and for a minimum of one (1) year after the expiration of this
Agreement, Subcontractor shall provide and maintain, at its sole expense, insurance of the
types and levels set forth in the RFP, which are levels consistent with acceptable and prudent
business practices for the type and quantity of goods and/or Services being provided herein.
Evidence of such insurance coverage shall be provided to Northstar upon request.
11.
COMPLIANCE
A. Subcontractor shall obtain all Governmental Approvals and other Third Party
licenses, authorizations, approvals and consents required in connection with the Services
provided hereunder.
B. Subcontractor shall comply with the State Policies and Rules. Subcontractor
shall be responsible for any fines or penalties imposed on Northstar resulting from
Subcontractor’s failure to comply with the State Policies and Rules.
C. Subcontractor and any of their affiliates are prohibited from engaging in any activity
that is contrary to the Existing Lottery Law, State Policies and Rules, the PMA or Operating
Standards.
12.
REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of Subcontractor. Subcontractor makes the
following representations and warranties to Northstar and acknowledges that Northstar is relying
upon such representations and warranties in entering into this Agreement:
1. Organization. Subcontractor is duly organized, validly existing and in good standing
under the laws of the state of its organization. Subcontractor is qualified and registered to
transact business in all locations where the performance of its obligations hereunder would
require such qualification and registration.
2. Power and Authority. Subcontractor has the power and authority to enter into and
perform this Agreement and to do all acts and things and execute and deliver all other documents
as are required hereunder to be done, observed or performed by it in accordance with the
terms hereof. The individuals signing this Agreement on behalf of Subcontractor are authorized
34
to do so and have the requisite corporate authority to bind the Subcontractor.
3. Enforceability. This execution, delivery and performance by Subcontractor of this
Agreement has been duly authorized, executed and delivered by Subcontractor and constitutes
a valid and legally binding obligation of Subcontractor, enforceable against it in accordance with
the terms hereof, subject only to applicable bankruptcy, insolvency and similar laws affecting the
enforceability of the rights of creditors generally and the general principles of equity.
4. No Conflicts. The execution and delivery of this Agreement by Subcontractor, the
consummation of the transactions contemplated hereby and the performance by Subcontractor
of the terms, conditions and provisions hereof has not and will not contravene or violate or result
in a material breach of (with or without the giving of notice or lapse of time, or both) or
acceleration of any material obligations of Subcontractor under (i) any applicable Law, (ii) any
agreement, instrument or document to which Subcontractor is a party or by which it is bound
or (iii) the articles, bylaws or governing documents of Subcontractor.
5. Consents. No Consent is required to be obtained by Subcontractor from, and no
notice or filing is required to be given by Subcontractor to or made by Subcontractor with, any
Person (including any Governmental Authority) and Subcontractor will maintain in effect any
such Consent, in connection with the execution and delivery by Subcontractor of this Agreement
or the consummation by Subcontractor of the transactions contemplated hereby, except for
such Consents which have been obtained and notices which have been given as of the date
hereof, and except for such Consents, the failure of which to obtain or file would not materially
impair Subcontractor's execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.
6. Compliance with Laws; Certifications and Acknowledgments; Litigation.
Subcontractor is in compliance in all material respects with all applicable Laws or Regulatory
Requirements and all State Policies and Rules. There is no action, suit or proceeding, at law or
in equity, or before or by any Governmental Authority, pending nor, to Subcontractor's
knowledge, threatened against Subcontractor, which could reasonably be expected to have a
material adverse effect on (i) the ability of the Parties to consummate the transactions
contemplated by this Agreement or (ii) the validity or enforceability of this Agreement.
7. Ineligibility. Subcontractor is not ineligible to contract or barred from contracting with
the State pursuant to any Law or Regulatory Requirements.
8. Brokers. There are no investment bankers, brokers or finders which have been
retained by or are authorized to act on behalf of Subcontractor or any of its Affiliates who might
be entitled to any fee or commission in connection with this Agreement and/or the transactions
contemplated hereby.
9. No Inducements. Neither Subcontractor nor any of its Affiliates, nor any
Subcontractor Personnel, has accepted or shall accept anything of value based on an
understanding that the actions of Subcontractor, any such Affiliates or any such Subcontractor
Personnel would be influenced thereby in connection with this Agreement. No unlawful
commission, payment, kickback, lavish or extensive entertainment or other inducement or thing
of value has been or will be promised, paid, made or given by Subcontractor or any of its Affiliates
or Representatives, or any Subcontractor Personnel, to any Third Party in connection this
Agreement.
35
10. Suitability. Subcontractor and any Persons Subject to Suitability Standards (by
reason of their relationship with Subcontractor, including any Subcontractor Personnel) pursuant
to the State Policies and Rules as of the Effective Date meet all suitability requirements of said
State Policies and Rules.
11. Financial Condition. Subcontractor as of the Effective Date possesses, and will
maintain throughout the Term of this Agreement, sufficient financial resources to comply with all
of the requirements of Subcontractor under this Agreement, including but not limited to any
contingent obligations under any Subcontract or Vendor Contract entered into by Subcontractor
in connection herewith. If Subcontractor experiences a change in its financial condition that
would materially and adversely affect its ability to perform under this Agreement, then it promptly
shall notify Northstar of such change. Any financial statements, reports and other information
furnished by Subcontractor to Northstar as part of its Proposal or otherwise in connection with
the award of this Agreement fairly and materially accurately represent the business, properties,
financial condition and results of operations of Subcontractor as of the respective dates, or for
the respective periods, covered by such financial statements, reports or other information. Since
the respective dates or periods covered by such financial statements, reports or other
information, there has been no material adverse change in the business, properties, financial
condition or results of operations of Subcontractor.
12. No Litigation. There is no pending or, to its knowledge, anticipated claim, suit or
proceeding that involves Subcontractor that would materially and adversely affect Subcontractor
ability to perform its obligations under this Agreement. At all times during the term of this
Agreement, Subcontractor shall notify Northstar, within a reasonable period of time after
Subcontractor’s knowledge of any such claim, suit or proceeding initiated by or against
Subcontractor that would materially adversely affect Subcontractor’s ability to perform under this
Agreement.
13. Non-Infringement; Authority to Grant Rights. To Subcontractor’s knowledge, the
Subcontractor Intellectual Property and the Subcontractor’s Services and Northstar’s (or, to the
extent contemplated by the PMA, the State’s) use (in compliance with this Agreement and the
PMA, as applicable) thereof, will not infringe, misappropriate or violate any Intellectual Property
rights of any Third Party. Subcontractor (a) has the right to grant the rights and/or licenses
granted to Northstar (or, to the extent contemplated by the PMA, the State) in this Agreement
and (b) is the owner of or authorized to use all Subcontractor Intellectual Property.
14. Information Furnished. To the best of Subcontractor’s knowledge after due
inquiry, (a) the information and disclosures provided by Subcontractor for inclusion in its
Proposal, and (b) all the information provided by Subcontractor made a part of this Agreement,
in each case, contains no untrue statement of a material fact or omits any material fact
necessary to make such information not misleading.
15. Standard Certifications. Subcontractor hereby certifies that each of the
representations and warranties set forth in Schedule III attached hereto are true and correct
as of the date hereof and covenants that it shall maintain compliance with each such
representation and warranty.
B. Representations and Warranties of Northstar. Northstar makes the
representations, warranties and covenants contained in Section 12 of the PMA in favor of
Subcontractor, mutatis mutandis.
36
13.
INDEMNIFICATION
A. Subcontractor shall indemnify, defend and hold harmless Northstar, its directors,
officers, employees and agents from and against, and shall pay any and all losses sustained or
incurred by Northstar and its directors, officers, employees and agents, based upon, relating to
or arising from, any and all claims in connection with any of the following:
(i) any actual or alleged bodily injury or death, damage to tangible personal or real
property, notwithstanding the form in which any such action is brought (e.g.
contract, tort, or otherwise), to the extent such injuries or damages arise directly or
indirectly from acts, errors or omissions that constitute negligence, willful
misconduct or violations of a Regulatory Requirement by the Subcontractor or its
directors, officers, employees and agents.
(ii) Subcontractor's breach of any of the Representations and Warranties set forth
in Section 12 of this Agreement.
(iii)
Subcontractor's breach of any of its obligations under any third party
contract to which Subcontractor is a party and is used by Subcontractor to provide
Services or otherwise perform its obligations under this Agreement.
(iv) Subcontractor’s services performed or work product delivered by
Subcontractor or any of its subcontractors pursuant to this Agreement infringes
any United States or foreign patent, copyright, trade secret or other proprietary
right of any person or entity.
(v) Subcontractor's failure to obtain, maintain or comply with any Governmental
Approval required to be maintained by Subcontractor under this Agreement.
B. Northstar shall indemnify, defend and hold harmless Subcontractor, its directors, officers,
employees and agents from and against, and shall pay any and all losses sustained or incurred
by Subcontractor and its directors, officers, employees and agents, based upon, relating to or
arising from, any and all claims in connection with any of the following: any actual or alleged bodily
injury or death, damage to tangible personal or real property, notwithstanding the form in which
any such action is brought (e.g. contract, tort, or otherwise), to the extent such injuries or damages
arise directly or indirectly from acts, errors or omissions that constitute negligence, willful
misconduct or violations of a Regulatory Requirement by Northstar or its directors, officers,
employees and agents.
14.
CHOICE OF LAW
This Agreement and any controversies, claims or arbitration hereunder shall be governed by
and construed in accordance with the laws of the State of Illinois, without regard to its conflict of
law rules. Any controversy or claim not resolved by the parties arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of
the American Arbitration Association. Venue for the conduct of the arbitration shall be Chicago,
Illinois, except that, at the direction of the arbitral tribunal or with the consent of the applicable
parties hereto, particular hearings in aid of such arbitration may be held in other places.
Judgment upon the award rendered by the applicable arbitrator(s) may be entered in any court
having jurisdiction thereof.
37
15.
GENERAL
A. This Agreement is effective on the date first above written. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
B. All notices, demands, consents and other communications required or permitted
under this Agreement shall be in writing and deemed given when sent: (i) by certified mail,
return receipt requested, or (ii) by private overnight delivery service (e.g., Federal Express,
Courier, Airborne or UPS), to the address of the party set forth on the first page of this
Agreement, or to such other address as notified by the party hereto in accordance with this
Agreement.
C. In case any one or more of the provisions contained in the Agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect the enforceability of any other provision of this Agreement. If any
one or more of the provisions contained herein shall for any reason be held by a court having
jurisdiction over the parties and this Agreement to be excessively broad as to duration, scope,
activity or subject, it shall be construed, by limiting or reducing it, so as to be enforceable to the
extent compatible with the applicable law as it shall then appear.
D. Failure by either party of this Agreement to enforce any provision of this
Agreement shall not be deemed a waiver of that or any other provision.
E. This Agreement may be amended in writing and executed by Northstar and the
Subcontractor. The Subcontractor acknowledges that it has read this Agreement, and
agrees that it is the complete and exclusive statement of the Agreement between the parties,
and supersedes all prior proposals and understandings, oral or written, relating to the subject
matter of this Agreement.
F. This Agreement shall be binding upon and inure to the benefit of Northstar, its
legal representatives and permitted assignees and upon the Subcontractor, its legal
representatives, successors, or permitted assignees under this Agreement.
G. Each party acknowledges that a violation of this Agreement may cause serious,
immediate and irreparable harm to the other party. Therefore, each party agrees that in addition
to any other legal and/or equitable remedies available to the other party for the enforcement
of the terms hereof, each party may be entitled to seek specific performance and/or injunctive
relief against any actual or actively contemplated violation of this Agreement. Furthermore, the
non-prevailing party shall promptly reimburse t h e prevailing party for any fees and other
expenses incurred by the prevailing party in pursuit of said performance and/or relief.
H. Notwithstanding anything else contained in this Agreement, neither Party shall be
liable for any delay in performing its obligations hereunder if such delay is caused by an event of
Force Majeure. The Party which is affected by the event of Force Majeure shall give the other,
in writing at the earliest possible time, notice of its claim for an extension of time, together with a
statement of the facts upon which it bases its claim. If the causes of the delay are agreed to be
beyond the reasonable control of the affected Party, the other Party will grant reasonable
extension(s) of time for the completion of this Agreement or any part thereof, provided that all
reasonable action has been taken by the first party to prevent such delay from extending the
38
time for completion of the affected party's obligations hereunder. In the event that said delay in
performance exceeds three (3) months' notwithstanding the granting of such reasonable
extension(s) of time for the completion of this Agreement or fulfillment or satisfaction of any
of the obligations, terms and conditions herein, or any part thereof, either Party is entitled to
terminate this Agreement on giving fourteen (14) days’ notice in writing to the other.
16.
NOTICES; INVOICES
A. All notices, demands, consents and other communications required or permitted
under this Agreement shall be in writing and deemed given when sent (i) by certified mail, return
receipt requested, or (ii) by private overnight delivery service (e.g., Federal Express, Courier,
Airborne or UPS), to the address of the respective Party set forth below unless either Party
notifies the other in writing of any changes:
If to Northstar:
Northstar Lottery Group, LLC
180 North LaSalle Street- Suite 1810
Chicago, Illinois 60601
Attn: Legal Department
Email: legal@northstarlottery.net
If to Subcontractor:
B. Subcontractor shall submit invoices on a monthly basis, noting the invoice number.
Invoices shall be submitted by mail to Northstar, Attention: Accounts Payable, 3202 Robbins
Road, Springfield, Illinois, 62711. Vendor shall audit all invoices prior to submitting to Northstar
for payment. Payments will be made only upon the satisfaction of the product. Northstar will
pay properly submitted and undisputed Vendor invoices within forty-five (45) days of receipt.
39
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.
[NAME OF SUBCONTRACTOR]
NORTHSTAR LOTTERY GROUP, LLC
Signature
Signature
Printed Name
Printed Name
Title
Title
40
SCHEDULE I TO AGREEMENT- SERVICES AND PRICING
41
SCHEDULE II TO AGREEMENT - SUBCONTRACTOR KEY PERSONNEL
42
SCHEDULE III TO AGREEMENT – STANDARD CERTIFICATIONS
1.
Subcontractor certifies it and its employees will comply with applicable provisions of the
U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities
Act (42 U.S.C. § 12101 et seq.) and applicable rules in performance under this contract.
2.
Subcontractor certifies it is a properly formed and existing legal entity (30 ILCS
500/1.15.80, 20-43); and as applicable has obtained an assumed name certificate from the
appropriate authority, or has registered to conduct business in Illinois and is in good standing with
the Illinois Secretary of State.
3.
Subcontractor certifies it has not been convicted of bribing or attempting to bribe an officer
or employee of the State of Illinois or any other State, nor has Subcontractor made an admission
of guilt of such conduct that is a matter of record. 30 ILCS 500/50-5.
4.
If Subcontractor has been convicted of a felony, Subcontractor certifies at least five years
have passed after the date of completion of the sentence for such felony, unless no person held
responsible by a prosecutor’s office for the facts upon which the conviction was based continues
to have any involvement with the business (30 ILCS 500/50-10). Subcontractor further certifies
that it is not barred from being awarded a contract and acknowledges that the State shall declare
the contract void if this certification is false. 30 ILCS 500/50-10(b).
5.
If Subcontractor, or any officer, director, partner, or other managerial agent of
Subcontractor, has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class
3 or Class 2 felony under the Illinois Securities Law of 1953, Subcontractor certifies at least five
years have passed since the date of the conviction. Subcontractor further certifies that it is not
barred from being awarded a contract and acknowledges that the State shall declare the contract
void if this certification is false. 30 ILCS 500/50-10.5.
6.
Subcontractor certifies it is not barred from having a contract with the State based on
violating the prohibition on providing assistance to the state in identifying a need for a contract
(except as part of a public request for information process) or by reviewing, drafting or preparing
solicitation or similar documents for the State. 30 ILCS 500/50-10.5(e).
7.
Subcontractor certifies that it and its affiliates are not delinquent in the payment of any
debt to the State (or if delinquent has entered into a deferred payment plan to pay the debt), and
Subcontractor and its affiliates acknowledge the State may declare the contract void if this
certification is false (30 ILCS 500/50-11) or if Subcontractor or an affiliate later becomes
delinquent and has not entered into a deferred payment plan to pay off the debt. 30 ILCS 500/5060. Subcontractor further certifies that it is not barred from being awarded a contract and
acknowledges that the State shall declare the contract void if this certification is false. 30 ILCS
500/50-11(b).
8.
Subcontractor certifies that it and all affiliates shall collect and remit Illinois Use Tax on all
sales of tangible personal property into the State of Illinois in accordance with provisions of the
Illinois Use Tax Act and acknowledges that failure to comply can result in the contract being
declared void. Subcontractor further certifies that it is not barred from being awarded a contract
and acknowledges that the State shall declare the contract void if this certification is false. 30
ILCS 500/50-12.
43
9.
Subcontractor certifies it is in compliance with Section 50-13 of the Procurement Code
which sets forth certain conflicts of interest which prevent a contractor from having, acquiring or
having any direct pecuniary interests in state contracts. 30 ILCS 500/50-13.
10.
Subcontractor certifies that it has not been found by a court or the Pollution Control Board
to have committed a willful or knowing violation of the Environmental Protection Act within the last
five years, and is therefore not barred from being awarded a contract. Subcontractor further
certifies that it is not barred from being awarded a contract and acknowledges that the State shall
declare the contract void if this certification is false. 30 ILCS 500/50-14.
11.
Subcontractor certifies that it is not in violation of Section 50-14.5 of the Illinois
Procurement Code (30 ILCS 500/50- 14.5) that states: “Owners of residential buildings who have
committed a willful or knowing violation of the Lead Poisoning Prevention Act (410 ILCS 45) are
prohibited from doing business with the State until the violation is mitigated.”
12.
Subcontractor certifies it has not employed or is not negotiating possible future
employment with any person in a continual contractual relationship with any of the offices or
agencies of State government who participated in contract negotiations on behalf of that office or
agency. 30 ILCS 500/50-15.
13.
Subcontractor certifies it has not paid any money or valuable thing to induce any person
to refrain from bidding on a State contract, nor has Subcontractor accepted any money or other
valuable thing, or acted upon the promise of same, for not bidding on a State contract. 30 ILCS
500/50-25.
14.
Subcontractor certifies it is not in violation of the “Revolving Door” section of the Illinois
Procurement Code. 30 ILCS 500/50-30.
15.
Subcontractor certifies it is in compliance with Section 50-35 of the Procurement Code
which provides for disclosure of financial interests and potential conflicts of interest. Subcontractor
further certifies it understands it has a continuing obligation to supplement the disclosure required
by this Section during the term of the contract. 30 ILCS 500/50-35.
16.
Subcontractor certifies it has disclosed its business operations with Iran in compliance
with Section 50-36 of the Illinois Procurement Code. 30 ILCS 500/50-36.
17.
Subcontractor certifies that it has read, understands, and is in compliance with the
registration requirements of the Elections Code (10 ILCS 5/9-35) and the restrictions on making
political contributions and related requirements of the Illinois Procurement Code (30 ILCS 500/20160 & 50-37). Subcontractor will not make a political contribution that will violate these
requirements. These requirements are effective for the duration of the term of office of the
incumbent Governor or for a period of 2 years after the end of the contract term, whichever is
longer.
18.
Subcontractor certifies that it has not retained a person or entity to attempt to influence
the outcome of a procurement decision for compensation contingent in whole or in part upon the
decision or procurement. 30 ILCS 500/50-38.
19.
Subcontractor certifies it will report to the Illinois Attorney General and the Chief
Procurement Officer any suspected collusion or other anti-competitive practice among any
bidders, offerors, contractors, proposers or employees of the State. 30 ILCS 500/50-40, 50-45 &
50-50.
44
[INSERT NAME OF SUBCONTRACTOR]
Signature:
Printed Name:
Title:
45
EXHIBIT A TO AGREEMENT - Form of Non-Disclosure Agreement
This Non-Disclosure Agreement (this “Agreement”) is hereby entered into as of this ___ day
of __________, 2015, by and between NORTHSTAR LOTTERY GROUP, LLC, an Illinois limited
liability company, on behalf of itself and its Affiliates (“Northstar”), and the entity whose name appears
on the signature page hereto (“Company” and, together with Northstar, the “Parties”). For purposes
of this Agreement, “Affiliates” of a person or entity shall mean any person, corporation, partnership,
limited liability company, professional organization, enterprise, sole proprietorship or other entity
or association that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, Northstar or in which such person has an
economic or voting interest of at least ten percent (10%) of common equity.
BACKGROUND
WHEREAS, Northstar and the State of Illinois, Department of the Lottery as statutory
successor to the Department of Revenue, Lottery Division (the “Department”) entered into an
agreement on January 18th, 2011 (the “PMA”) by which Northstar shall assist the Department in
its operation of the state-conducted lottery for a term not to exceed ten (10) years;
WHEREAS, to provide services to the Department in accordance with the terms of the
PMA, Northstar has issued a Request for Proposal 15-S-0001 for Program Management Office
Services (“RFP”) and Company has submitted a proposal in response to the RFP (“Company
Proposal”);
WHEREAS, the Company may need, from time to time, access or use of Confidential
Information in furtherance of the Company Proposal, and Northstar may need, from time to time,
to disclose such Confidential Information to Company and the Department; and
WHEREAS, the Parties now wish to enter into this Agreement to protect the Confidential
Information and restrict its use strictly to the purposes stated herein.
AGREEMENT
NOW, THEREFORE, and in consideration of the promises and covenants hereinafter set
forth, and for such other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Parties, and with the foregoing recitals being incorporated into this
Agreement by this reference, the Parties hereby agree as follows:
1.
Definitions.
(a)
Confidential Information.
For purposes of this Agreement, “Confidential
Information” shall mean (i) all information marked confidential, restricted or proprietary by
Northstar and Company; or (ii) any other information that is treated as confidential by the
Department and would reasonably be understood to be confidential, whether or not so marked.
In the case of the Department, Confidential Information also shall include State Intellectual
Property, State Data, attorney-client privileged materials, attorney work product, customer lists,
customer contracts, customer information and transaction data, rates and pricing, information with
respect to competitors, strategic plans, account information, research information,
46
financial/accounting information (including assets, expenditures, mergers, acquisitions,
divestitures, billings collections, revenues and finances), IT and personnel information,
marketing/sales information, information regarding businesses, plans, operations, Third Party
contracts, licenses, internal or external audits, law suits, regulatory compliance or other
information or data obtained, received, transmitted, processed, stored, archived or maintained by
Northstar under this Agreement. “Confidential Information” shall not include information which
(i) was already rightfully known to the receiving party prior to the time that it is disclosed to the
receiving party hereunder; (ii) is in or has entered the public domain through no breach of this
Agreement or other wrongful act of the receiving party; or (iii) is required to be disclosed pursuant
to a final binding order of a governmental agency or court of competent jurisdiction, provided that
the disclosing party has been given reasonable notice of the pendency of such an order and the
opportunity to contest it.
(b)
Other Definitions. Capitalized words or phrases used, but not defined, in this
Agreement (including any schedules, exhibits, or other documents attached to or otherwise
made a part of this Agreement) shall have those meanings ascribed to them in the PMA.
2.
Obligations of Confidentiality. The Parties understand and agree that they will be
deemed to be in a relationship of confidence with respect to the Confidential Information disclosed
between them as a result of this Agreement. The Parties agree to hold the Confidential
Information in strict confidence and, except for disclosure to the Department or as required by the
Illinois Freedom of Information Act, not to disclose such Confidential Information to any third party
or to use it for any purpose other than for the business purpose permitted herein. Further, the
Parties shall not have any communications whatsoever with any other third party regarding the
Confidential Information without the express written consent of the other. Either Party shall
employ all reasonable steps to protect the Confidential Information from unauthorized or
inadvertent disclosure, including, but not limited to, all steps that protect its own information that
it considers confidential, proprietary, or trade secret. The Parties may disclose the Confidential
Information to their responsible employees, auditors, attorneys, accountants, or permitted
consultants, but only where: (i) said individual or entity is authorized to perform work or services
by either Party; (ii) such disclosure is necessary for the performance of said individual’s or entity’s
obligations pursuant to this Agreement; and, (iii) said individual or entity agrees to the
confidentiality obligations prescribed by this Agreement. The Parties agree to instruct all such
responsible employees, auditors, attorneys, accountants, or permitted consultants to perform his,
her, or its obligations in accordance with the terms and conditions of this Agreement and not to
disclose such Confidential Information to any third parties, and not to use the Confidential
Information for any purpose (other than such business purposes as expressly permitted herein
this Agreement), without the prior written permission of the other Party. The Parties shall be jointly
and severally responsible for any acts or omissions of such responsible employees, auditors,
attorneys, accountants, or permitted consultants in conflict with this Agreement or with any of the
instructions required to be given in accordance with the foregoing.
3.
Required Disclosure. In the event that the Parties, or any of their responsible
employees, auditors, attorneys, accountants, or permitted consultants, are required by applicable
law, regulation or legal process to disclose any Confidential Information (or if an incident has
arisen where either Party suspects a disclosure or unauthorized use of Confidential Information
has occurred), the Party with knowledge of such unauthorized disclosure or use shall notify the
other immediately so that it may seek a protective order or other appropriate remedy or, in its sole
47
discretion, waive compliance with the terms of this Agreement, and either Party will not disclose
any Confidential Information upon such demand or request without obtaining an opinion from its
legal counsel to the effect that disclosure to the applicable authority is required under penalty of
law. The Parties and their responsible employees, auditors, attorneys, accountants, or permitted
consultants, will at all times cooperate timely and fully with each other to protect the confidentiality
of the Confidential Information and will exercise all reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded to the Confidential Information, and will disclose only
so much of the Confidential Information as it is legally compelled to disclose (which shall mean
and include an effort to redact or “sanitize” any information required to be disclosed to the
maximum extent permitted by law).
4.
Return of Materials. Upon the termination of the relationship between the Parties
as contemplated hereby, including the termination or expiration, for whatever reason, of this
Agreement, and in any event upon the written request of Northstar at any time, whether before or
after the completion or abandonment of such relationship and/or agreement, upon request
Company shall return to Northstar (or destroy if requested by Northstar), within thirty (30) days,
all documents, plans, drawings, specifications or other tangible items representing or embodying
Confidential Information, and all copies or derivative works thereof. Company shall have an
authorized representative execute a written certification of its compliance with this Section 4.
5.
Ownership of Confidential Information. Each Party, its Affiliates, or the Department
shall be deemed to be the owner of all Confidential Information it discloses hereunder, including
all patent, copyright, trademark, trade secret and other proprietary rights and interests therein,
and each Party recognizes and agrees that nothing contained in this Agreement shall be
construed as granting any rights, by license or otherwise, in or to any Confidential Information
disclosed pursuant to this Agreement or in or to any such intellectual property rights therein.
Neither party shall (i) make any use or copies of the Confidential Information except as
contemplated by this Agreement; (ii) acquire any right in or assert any lien against the Confidential
Information; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information to
third parties or commercially exploit such information; or (iv) refuse for any reason to promptly
provide the Confidential Information (including copies thereof) to the other if requested to do so.
6.
Injunctive Relief and Attorneys’ Fees. The Parties hereby acknowledge that the
unauthorized disclosure, use or disposition of Confidential Information would cause irreparable
harm and significant injury to all Parties or the Department, the damages of which would be
difficult to quantify or ascertain. Accordingly, the Parties agree that each shall have the right to an
immediate injunction in the event of any breach of the obligations set forth in this Agreement, in
addition to any other remedies that may be available at law or in equity. In the event of an action
to enforce the provisions of this Agreement, the party seeking such enforcement, if it prevails,
shall be entitled, in addition to any other relief granted, to recover from the other party the
reasonable costs and expenses of such enforcement, including reasonable attorneys’ fees.
7.
Duration; Survival. This Agreement shall remain in effect until written notice by
Northstar to terminate this Agreement. Notwithstanding the termination of this Agreement, the
confidentiality obligations set forth in this Agreement shall survive the termination of this
Agreement until the later to occur of (1) the date that is three (3) years from the date Company
48
submits its Company Proposal or (2) the date that is ten (10) years from the expiration or earlier
termination of the PMA.
8.
Department As Beneficiary. The Parties expressly acknowledge and agree that the
Department shall be considered a third-party beneficiary under this Agreement, having all of the
legal, equitable, or similar rights (or remedies or claims) that Northstar may have under this
Agreement.
9.
Miscellaneous. If any provision of this Agreement or any portion of any such
provision shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining
provisions of the Agreement shall remain in full force and effect, and the provision or portion
thereof affected by such holding shall be modified, if possible, so that it is enforceable to the
maximum extent permissible. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois without regard to or application of choice of law rules or
principles. This Agreement constitutes the entire agreement of the parties regarding the subject
matter hereof and may not be modified except by a written instrument signed by an authorized
representative of each party. This Agreement shall be for the benefit of the parties and their
respective subsidiaries and affiliates.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.
Printed Name of Company
By:
Name:
Title:
NORTHSTAR LOTTERY GROUP, LLC
By:
Name:
Title:
49
ATTACHMENT B TO RFP – CORPORATE DISCLOSURE FORM
A. COMPANY IDENTITY
1.
Business / Entity Name:
a. Trade name used: (if applicable)
b. Other names by which Company is known: (if applicable)
2.
PRINCIPAL BUSINESS ADDRESS:
3.
Telephone:
4.
Fax:
5.
Internet Address:
B. COMPANY/ORGANIZATION INFORMATION
1.
Type of Organization
Corporation
Partnership
Other (specify)
2.
Date and Place of Incorporation
3.
Brief Description of the Business
4.
Number of Years in Current Business
5.
Jurisdictions Where Organization Conducts Business (List All)
6.
Jurisdiction(s) Where Work Will Be Performed
7.
Registration Number or Federal Employer Identification Number
8.
Is Company Publicly Traded
Yes
No
50
If yes, trading symbol and stock exchange
9.
On Attachment 1, list the names and information of all principals and/or officers/directors.
10.
On Attachment 2, list the names and addresses of any shareholders holding more than 5% of the issued and
outstanding stock.
11.
On Attachment 3, list all holding companies, business organizations, or other entities holding any financial
interest in the Company.
12.
On Attachment 4, list all parent, subsidiary, and related corporations or business entities, including majority
owned/controlled joint ventures. Provide company name, corporate address, business telephone, country of
incorporation, and brief description of the business enterprise.
13.
Please include a company organizational chart that includes, at minimum, all parent companies or other
entities holding any financial interest in the Company.
C. REPRESENTATIONS
1.
Does any government, governmental agency or instrumentality, government-owned or government-controlled
company, public international organization or political party have an ownership interest, direct or indirect, in
your company? (If Yes, provide details on Attachment 5.)
Yes
2.
Does any current or former government official, political party official, candidate for political office, or relative
of such a person, have an ownership interest, direct or indirect, in your company? (If Yes, provide details on
Attachment 5, including the name, title, and official responsibilities of each such official or candidate, and the
family relationship, where applicable.)
Yes
3.
No
Is any former or current government official, political party official, candidate for political office, or relative of
such a person, an employee, officer or director of your company? (If Yes, provide details on Attachment
5, including the name, title, and official responsibilities of each such official or candidate, and the family
relationship, where applicable.)
Yes
4.
No
No
To the best of your knowledge, is there any financial benefit that a government or political party official or
political candidate could gain as a result of our proposed engagement of your company?
Yes
No
If the response to any of the questions set forth in this Section C is “Yes,” please provide explanation on
Attachment 5.
51
D. LICENSING & INVESTIGATIONS
1.
Has any license of the Company to operate or do business ever been revoked or suspended?
Yes
2.
No
Has the Company or any of its subsidiaries or affiliates ever been indicted or convicted for a crime or
corporate misconduct?
Yes
No
If the response to any of the questions set forth in this Section D is “Yes”, please provide explanation on Attachment
5.
E. CERTIFICATION
I
of
hereby certify that the information set forth in this questionnaire is true,
correct and complete in all respects as of the date hereof.
Signature
Title
Print Name
Date:
/
/
52
ATTACHMENT 1 TO CORPORATE DISCLOSURE FORM
PRINCIPALS AND/OR OFFICERS/DIRECTORS
Name:
Former or Prior Name
Title and Responsibilities:
Residence Address:
Business Address:
Telephone:
/
/
Fax:
/
/
If you need additional space, please make photocopies and attach additional pages to this form.
53
ATTACHMENT 2 TO CORPORATE DISCLOSURE FORM
PRIMARY SHAREHOLDERS
Name:
Name:
Residence Address:
Residence Address:
Business Address:
Business Address:
Telephone:
/
/
Telephone:
/
/
Position Held:
Position Held:
Percentage of Ownership:
Percentage of Ownership:
Name:
Name:
Residence Address:
Residence Address:
Business Address:
Business Address:
Telephone:
/
/
Telephone:
/
/
Position Held:
Position Held:
Percentage of Ownership:
Percentage of Ownership:
If you need additional space, please make photocopies and attach additional pages to this form.
54
ATTACHMENT 3 TO CORPORATE DISCLOSURE FORM
HOLDING COMPANIES, BUSINESS ORGANIZATIONS OR OTHER ENTITIES, HOLDING
ANY FINANCIAL INTEREST IN YOUR COMPANY
1.
2.
3.
4.
5.
If you need additional space, please make photocopies and attach additional pages to this form.
55
ATTACHMENT 4 TO CORPORATE DISLCOSURE FORM
PARENT, SUBSIDIARY AND RELATED CORPORATIONS, INCLUDING MAJORITY
CONTROLLED JOINT VENTURES OR BUSINESS ENTITIES, INCLUDING COMPANY NAME,
ADDRESS, BUSINESS TELEPHONE, JURISDICTION WHERE INCORPORATED AND BRIEF
DESCRIPTION OF THE BUSINESS ENTERPRISE.
Company Name:
Business Address:
Business Telephone:
/
/
Business Fax:
/
/
/
/
Jurisdiction where organized:
Brief description of business enterprise:
Company Name:
Business Address:
Business Telephone:
/
/
Business Fax:
Jurisdiction where organized:
Brief description of business enterprise:
If you need additional space, please make photocopies and attach additional pages to this form.
56
ATTACHMENT 5 TO CORPORATE DISCLOSURE FORM
IF THE RESPONSE TO ANY OF THE QUESTIONS SET FORTH IN “SECTION C AND SECTION
D” IS “YES”, PLEASE PROVIDE EXPLANATION ON THIS ATTACHMENT 5.
If you need additional space, please make photocopies and attach additional pages to this form.
57
BACKGROUND INVESTIGATION AUTHORIZATION FORM
In connection with a possible business association,
(“Company/Individual”) hereby authorizes Northstar Lottery Group, LLC. and/or GTECH Corporation,
its agents and representatives, to conduct a background investigation and reference check of the
Company/Individual. The Company/Individual understands that this background investigation and
reference check may include contacting and soliciting information about the Company/Individual from
governmental agencies; criminal justice agencies, business, credit and personal references
(“References”) supplied by the Company/Individual or developed independently by Northstar Lottery
Group, LLC.
The Company/Individual further understands that the results of the background
investigation and reference check may be disclosed to the State of Illinois, Department of the Lottery.
The Company/Individual hereby authorizes: (i) Northstar Lottery Group, LLC to make such
inquiries of the References as it may deem appropriate and (ii) the References to supply information to
Northstar Lottery Group, LLC in response to such inquires. The Company/Individual understands that
the business association is contingent upon the satisfactory results of this background investigation
and reference check in Northstar Lottery Group’s sole discretion.
The Company/Individual also
understands that at any time during the business association, Northstar Lottery Group, LLC may
conduct additional background investigations and reference checks of the Company/Individual and the
authorizations set forth herein extend to such additional investigations and checks.
The Company/Individual agrees to hold Northstar Lottery Group, LLC its agents and
representatives, each of the References and other third parties harmless from all claims, damages or
losses arising or in connection with such background investigations and reference checks and any
information supplied or received in connection therewith, unless such claims, damages or losses arise
from the gross negligence or willful misconduct of Northstar Lottery Group, LLC, its agents or
representatives.
Signature
Title
Print Name
Social Security Number of National ID:
Date of Birth:
Date:
58
ATTACHMENT C TO RFP - DEVIATIONS AND EXCEPTIONS
Name of Bidder:
Bidder shall complete and submit this Attachment with Bidder’s Proposal if Bidder proposes to
deviate from or take exception to any of the RFP requirements. Bidder must identify each such
deviation and exception and describe the nature and extent thereof, providing the information in
order of the RFP in the following format:
RFP Section No.
Subject Heading
59
Deviation or Exception
ATTACHMENT D TO RFP– FIRM FACT SHEET
Company:
Address:
Key Business Contact:
Title:
Email:
Telephone:
A.
Firm History, Ownership and Key Employees
1.
Founding Date
2.
If you have a Chicago presence, when was that location opened?
B.
Scope and Nature of Firm Services
/
/
1. Firm Services. List the various services offered by your firm and the number of full-time
employees dedicated to each department (e.g. account management, strategic services,
analytics, creative, technology [programmers, developers], etc.).
2. Other Specialized Services. List any other specialized services your firm offers to its clients,
either directly or indirectly through its parent or sister companies, subsidiaries or network of
affiliations.
60
ATTACHMENT E TO RFP – BIDDER REFERENCES
Provide three (3) references, including contact information for companies similar in size and
presence to Northstar.
Reference’s Name:
Reference’s Title:
Company:
Address:
Telephone:
/
/
Dates of Service: From
Email:
To
Description of Services Provided
Reference’s Name:
Reference’s Title:
Company:
Address:
Telephone:
/
/
Dates of Service: From
Email:
To
Description of Services Provided
Reference’s Name:
Reference’s Title:
Company:
Address:
Telephone:
/
/
Dates of Service: From
Email:
To
Description of Services Provided
Attach additional sheets if necessary.
61