23-0053R_IFB Document_Safety Inspection Sheets Database Management _02.20.26_.pdf

The following information will become the Contract between the awarded vendor and the

Illinois State Toll Highway Authority. Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements.”

State of Illinois Contract v.25.4

The Illinois State Toll Highway Authority

Contract # 23-0053R

Safety Inspection Data Sheets Database Management

BidBuy Bid Number, B-43890

Parties to this Contract are the State of Illinois acting through the undersigned Agency (collectively, State) and the Vendor.

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

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois State Toll Highway Authority (Illinois Tollway) is dedicated to providing and promoting a safe and efficient system of toll supported highways while ensuring the highest possible level of service to its customers.

The Illinois Tollway is looking for vendors who share this commitment and will help meet this goal.

The Illinois State Toll Highway Authority (ISTHA) is seeking a vendor to furnish and deliver Safety Data Sheets, (SDS) products will be used by the Tollways facilities (offices, garages, fuel, and roadway treatment centers). The

SDS products must be accessible on-demand and must provide access for employees to print SDS sheets and maintain hard-copy back-up documents. The platform must be accessible through a standard browser on any

Web-Based Platform and the solution must provide a means to track safety “Events”, required inspections, required training. The Web-based Platform must provide an LMS tool, and contents that allows the Tollway to schedule required training courses and track their completion. All tools in the platform must be accessible through a single dashboard. Environments range from standard office spaces, and the chemicals/materials one would expect in that environment, to Garages where the materials to maintain the fleet of Tollway vehicles are found. This ranges from oils and solvents through various types of fuel.

Contract Goal to be Achieved by the Vendor: This solicitation includes a specific BEP utilization goal of 5% and

VOSB/SDVOSB goal of 0% based on the availability of BEP and VOSB/SDVOSB certified vendors who perform or provide the anticipated services and/or supplies required by this solicitation. In addition to the other award criteria established for this solicitation, the Illinois Tollway will award this contract to a Vendor that meets these goals or makes good faith efforts to meet these goals. These goals are also applicable to change orders and allowances within the scope of work provided by the BEP and VOSB/SDVOSB certified vendor. VOSB goals are separate and distinct from the BEP goals. As such, vendors cannot combine the goals on a single procurement.

If a solicitation contains both BEP and VOSB goals, the offerors or vendors must submit two (2) U-Plans.

v.25.4

BEP and VOSB vendors cannot be used interchangeable on a single procurement. A multi-goal procurement must have both BEP and VOSB participation. The vendors must submit a Utilization Plan indicating that the goal will be met by self-performance.

The resulting contract with the awarded Vendor shall have an initial term of three (3) years. In no event will the total term of the contract, including the initial term, any renewal terms, and any extensions exceed ten (10) years. 30 ILCS 500/20-60. Subject to the maximum total term limitation, the Illinois Tollway has the option to renew for the following terms: Three (3), one-year renewal options

1.2. SUPPLIES AND/OR SERVICES REQUIRED: The Illinois State Toll Highway Authority (ISTHA) is seeking a vendor to provide a Web-Based Learning Management System and various Safety Data Sheets (SDS) as detailed in

Exhibit A.

1.2.1. The vendor must provide the following:

1.2.2. Quantities: It shall be expressly understood by the vendor that the estimated bid quantities specified in the contract documents are for determining the lowest bid and to establish unit prices.

The Tollway may, over the term of the Contract, place orders for more or fewer than the estimated quantities stated. The Tollway does not guarantee that any minimum number of quantities shall be ordered from the Vendor. The estimated quantities of this contract shall be based on a period of Three

(3) year initial term and Three (3) Renewal years; unit prices shall remain firm for the term of the contract. The decision to pre-order and hold any inventory rests solely with the Vendor.

1.2.3. Security Program: Vendor shall comply in all respects with Tollway's information security requirements as set forth in the Security Program ("Security Program"). The Security Program sets forth the principles and practices that Tollway expects all of its vendors to follow with respect to

Tollway's Confidential Information (as defined below in section 1.4.2)

EHS/LMS/SDS Platform- all requirements for the program are to be web-based

• Allow ISTHA printing to any user defined printer at any Tollway facility

• Allow ISTHA to define security roles that define what functions a user can access

• Allow ISTHA to access Platform through mobile devices

• Platform shall meet ISTHA-IT defined security requirements

EHS Platform- all requirements for the program are to be web-based

• Allows ISHTA to record, track, and analyze a variety of workplace incidents including near misses, vehicle accidents, and worker injuries

• Allows ISHTA to schedule, track, and record any type of inspection. Automatic alerts remind employees to complete scheduled inspections using pre-built or custom checklists

• Allows ISHTA Report safety hazards and complete risk assessments. Automated reports and email alerts can notify safety managers, frontline employees, and supervisors when new hazards are identified or resolved at their locations

• Allows ISHTA to assign and track follow-up tasks associated with safety activities.

Responsible parties and other key team members will receive automatic alerts when an action is assigned, coming due, overdue or, completed v.25.4

• Allows ISTHA to build charts and indicators in monitoring safety performance metrics.

• Allows ISTHA to complete OSHA 300/300A/301 Forms and the ability to export

• Allows ISTHA to track User Activity & Audit Trails

• Allows ISTHA to create Custom Actions & Task Reminders

• Allows ISTHA to create Custom Checklists

• Allow ISTHA to create custom reports

• The application shall integrate the following with a single platform:

• SDS

• EHS

• LMS

LMS Platform- all requirements for the program are to be web-based

• Allows ISHTA to assign training by location, role, job or team

• Allows ISHTA to configurable training frequencies

• Allows ISHTA to pair courses with tasks, quizzes, and documents

• Allows ISHTA to email training reminders

• Allows ISHTA to track Training Reports & Records

• Allows ISHTA Instructor-led Training Management

• Allows ISHTA to receive Notifications on completed, not completed, or not started courses

• Allows ISHTA the ability for Course uploads (SCORM,PDF, PPT)

• Allows ISHTA access to training library to include expertise-based content on Occupational Health Safety

• Industrial Hygiene Safety

• Chemical/Environmental Engineering Safety

• Employee education

• Construction Safety

• Equipment and Tool Safety

• Driver & Vehicle Safety

• Environmental Management Safety

• OSHA 10 & 30 Training

• Seamless integration EHS & LMS

SDS Platform- all requirements for the program are to be web-based

• Allow ISTHA access to up-to-date safety data sheet

• Allow ISTHA access to search for chemical by CAS number, manufacturer, or chemical name

• Allow ISTHA a SDS reporting capabilities

• Allow ISTHA the ability to view digital copies SDS and printable formats of SDS

• Allow ISTHA to have Offline access

• Allow ISTHA Print SDS workplace labels or SDS secondary container labels

• Allow ISTHA to SDS Regulation Management

• Seamless integration EHS & LMS v.25.4

Web hosting services of the Web-Based Program for the duration of the contract are:

• Required Implementation Services as defined and agreed to at the outset of the project

• Configure Web-Based Program per Tollway requirements

• Incorporate Tollway branding logo on Web-Based Program and reports

• Migrate current active Tollway employees to the Web-Based Program assign security role based on a field in the import data

• The implementation period should be a mutually agreed upon with a goal of 90 days or less

The vendors comprehensive training programs must include accessibility for, on-line, on-site, virtual, and on-demand training courses for the Tollway’s Internal Safety Team, System Administrators, for (security set-up) in all aspects of the software for training and user materials for all Web-Based Program functions:

• Technical Support for the term of the contract by phone and email with a Web-Based Program available to the Tollway to track open incidents.

• Web-Based Program/Security upgrades for the term of the contract

General Functionality of the Web-Based Program must be a SaaS solution. The application must have the capability to operate on any standard browser running in a Windows 10 Enterprise environment. The System Administrators must have access to manage user rights, credentials and create new users. The Web-Based Program must allow for defining password rules, frequency of password changes and must interface with the Okta Integration

Network for secure access from the Tollways existing system and must include a backup and failover capabilities to protect against loss of Data or unavailability of SDS sheets.

Licensing Fees: A deployment team supplied by the vendor, configures / sets up the solution (basic application setup) and confirms the application is working per the Tollway requirements. (Refer to Section 2 Pricing - Table 1)

Incorporate ISTHA (Tollway) branding: The Tollway Safety team and IT Project Manager sign off on the

Implementation services Specific to initializing the Web-Based Program.

State the scope of Implementation Services: Professional Services A vendor supplied team will support and customize the application (outside of basic setup performed by the Implementation Services Team) for the following if required. (Refer to Section 2 Pricing - Table 2)

• Setup other workflows in a “Train the User” approach Professional Services would be up to

400 hours for these initial implementation task and other identified customizations over the life of the Contract.

• Assist/Guide in creation of the required SDS catalogs Assist/Guide in setting up initial

Inspection schedules Assist/Guide in setting up initial learning tracks.

• Design/Customize dashboards Reports, any requests not covered under Implementation of services that would normally be covered by end-used or integrator that the vendor is performing upon request.

• Annual Maintenance Fees Technical Support for the term of the contract either virtual or by phone.

v.25.4

• Specify the response time for your Severity levels (i.e., system outage, response to issues).

Web-Based Program upgrades for the term of the contract. How many upgrades per year, what is the outage time and what is the User Acceptance Testing prior to each upgrade.

• Training Sessions (Train the trainer) and provide materials for ISTHA and Administrators In person training Train the trainer (used to train new Troopers in the district) Recorded training sessions Provide instructor, Admin, and end user training materials.

Vendor must provide an hourly rate for 80 hours of post implementation and user training tasks that include:

• Makeup training sessions for absent employees

• Ongoing post go-live training for new employees

• On-demand electronic user guides for Frequently Asked Questions and knowledge learning training sessions

• Attend 5 lessons learned sessions with IT Project Management Office

• Transition Integration to the Tollways Internal Support Team

1.3. MILESTONES AND DELIVERABLES: Vendor shall submit itemized invoices within fifteen (15) days of each delivery to the Tollway. Invoices shall be marked to the attention of the Contract Invoice Administrator and delivered to the Illinois Tollway, P.O. Box 3094, in Lisle, IL 60532, or FinanceInvoices@getipass.com

1.3.1. Payment Data Reporting Requirement: The Illinois Tollway requires Vendors to report all payments received and/or paid to all firms pursuant to this contract in the form prescribed by the Illinois Tollway. Payments to all firms must be reported by the Vendors/Vendor and confirmed by the Subconsultants/Subconsultant in the Tollway’s B2Gnow system monthly at https://iltollway.diversitysoftware.com/

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. The Tollway is aware that, in the Information Technology industry, manufacturers often make products or services available to customers via an indirect channel. Those channel participants may be referred to as resellers, distributors, partners, providers, or other designations. The Vendor shall be the manufacturer or an authorized dealer/distributor/reseller of the proposed items or be capable of providing genuine parts, assemblies and/or accessories as supplied by the original equipment manufacturer (OEM). Further, the Vendor shall be capable of furnishing original product warranty and manufacturer’s related services such as product information, product recall notices, etc. The Tollway may, upon request, require the vendor to submit a letter from the manufacturer which authorizes their distribution of this product.

1.4.2. Security Program: Vendor shall comply in all respects with Tollway's information security requirements as set forth in this Security Program ("Security Program"). The Security Program sets forth the principles and practices that Tollway expects all of its vendors to follow with respect to Tollway's Confidential Information in order to (i) protect the security, privacy, confidentiality and integrity of such Confidential Information, (ii) protect Confidential

Information from known or reasonably anticipated threats or hazards to its security and integrity, accidental loss, alteration, disclosure and all other unlawful forms of processing, and (iii) establish and maintain effective network mailto:FinanceInvoices@getipass.com https://iltollway.diversitysoftware.com/ v.25.4 and access controls, security measures, confidentiality procedures and privacy procedures over its systems used to create, transmit, or process Confidential Information. This Security Program does not limit other obligations of

Vendor, including under the Agreement or laws that apply to Vendor or Vendor's performance under the

Agreement.

In the event of a conflict between the provisions of this Security Program and the Agreement, the provisions of this Security Program shall control. This Security Program shall apply to all services, deliverables, statements of work and other projects performed by Vendor for Tollway pursuant to the

Agreement ("Services").

1.4.2.1. Compliance with Laws and Industry Standards: Vendor agrees to comply with applicable laws, rules, regulatory requirements, PCI DSS and NIST CSF or NIST 800-53 applicable to the processing of Confidential and shall not take, or fail to take, any action that would put Tollway in violation of such Data Protection Laws.

1.4.2.2. Confidential Information: shall have the meaning set forth in the Agreement. If Confidential Information is not defined in the Agreement, Confidential Information shall mean any data, records, files, content or information, oral or written, in any form or format that is (i) acquired, accessed, collected, received, stored or maintained by Vendor or its affiliates from or on behalf of Tollway or its affiliates or customers, or otherwise used in connection with the Agreement, the Services, or the parties' performance of or exercise of rights under or in connection with the Agreement, including but not limited to, Tollway's and/or its customers’ data and financial information, or (ii) derived therefrom, even if anonymized.

1.4.2.3. Certifications: Upon request and to the extent available, Vendor shall provide Tollway with information relating to internal and external information security audits and certifications, such as the most recent audit of Vendor’s information network security system, SSAE 18 reports, PCI validation, and/or ISO certifications.

1.4.2.4. Business Continuity Program: Vendor shall maintain a comprehensive business continuity program, including a recovery plan, sufficient to ensure Vendor can continue to function through an operational interruption and continue to provide services to Tollway within a reasonable period after any disaster. In the event Vendor experiences an event requiring recovery of systems, information or services, (i) the recovery plan shall be executed to ensure services can be rendered in compliance with the requirements defined herein and to ensure that Confidential Information can be re-instated in the event of loss or destruction of that data, and (ii) where such event causes Vendor to allocate limited resources between or among Vendor's customers and its affiliates, Vendor shall accord Tollway at least the same priority in respect of such allocation as Vendor's affiliates and Vendor's other preferred commercial customers.

1.4.2.5. Security Review: If Tollway requests, Vendor shall undergo an initial security review (to be conducted by, and in accordance with standards specified by, Tollway or its authorized representatives), including the completion of a risk assessment questionnaire provided by Tollway.

Vendor shall cooperate and provide Tollway with all required information within a reasonable time frame but no more than 30 calendar days from the date of Tollway's request.

1.4.2.6. Audit Procedures: Tollway (or a third party on Tollway’s behalf) reserves the right to audit, assess, examine and/or review Vendor's systems and controls at Vendor's physical and/or technical v.25.4 environment and its policies and procedures used to ensure Vendor’s compliance with this Security Program, as well as any and all Data Protection Laws. Vendor shall fully cooperate with such assessment by providing, without limitation, access to knowledgeable personnel, physical premises, documentation, infrastructure, information resources, electronic or removable media and application software that processes, stores or transports Confidential Information. In addition, upon Tollway's written request, Vendor shall provide Tollway with the results of any audit performed by or on behalf of Vendor that assesses the effectiveness of Vendor's information security program and/or its compliance with this Security Program. If any audit identifies any deficiencies, Vendor shall, at its sole cost and expense, promptly take all actions necessary to remediate those deficiencies and shall provide Tollway with certification of the remediation.

1.4.2.7. Security Breach Notification: In the event Vendor becomes aware of any actual or potential incident involving Tollway's Confidential Information, including but not limited to unauthorized access, collection, acquisition, use, transmission, disclosure, corruption or loss, or breach of any environment containing Confidential Information or managed by Vendor with controls substantially similar to those protecting Confidential Information (a "Breach"), Vendor shall: (i) notify Tollway, in writing, within one (1) business day; and (ii) reasonably assist Tollway with an investigation to learn the cause of the Breach.

1.4.2.8. Security Breach Remediation: Vendor shall immediately take all steps necessary, at Vendor's expense, to comply with applicable Data Protection Laws and take any remedial steps deemed necessary by Tollway or as otherwise instructed by Tollway in its sole discretion and fully cooperate with Tollway to comply with any other remedial steps taken by Tollway. Subject to all of the terms herein, Tollway shall be responsible for ultimately making all notifications required by applicable Data Protection Laws. Further, Vendor agrees not to notify any regulatory authority, nor any customer, on behalf of Tollway unless Tollway specifically requests, in writing, that Vendor do so.

Tollway reserves the right to review and approve the form and content of any notification before it is provided to any party.

1.5. TRANSPORTATION AND DELIVERY: Electronic delivery, upon contract execution, shall be sent to isoft@getipass.com. Maintenance and Support, Patches, Licensing information, etc. shall be electronically delivered to: Isoft@getipass.com with an electronic copy sent to Thomas Hutchings Thutchin@getipass.com

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be utilized? Yes No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of

$100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Standard Illinois Certifications completed by the subcontractor.

mailto:isoft@getipass.com mailto:Isoft@getipass.com mailto:Thutchin@getipass.com v.25.4

All small purchase contracts with an annual value that exceeds $50,000 must include Standard Illinois

Certifications completed by the Vendor.

1.6.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the Contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

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

1.6.3. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the

State the Financial Disclosures and Conflicts of Interest for that subcontractor.

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

v.25.4

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

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

• Location where services will be performed: Click here to enter text

• Value of services performed at this location: Click here to enter text

• Location where services will be performed: Click here to enter text

• Value of services performed at this location: Click here to enter text v.25.4

2. PRICING

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

Vendor Shall Bid on All Items to be Considered Responsive: Pricing shall be submitted in the following format:

Only electronic submissions through BidBuy of bids will be accepted. The Tollway is providing the vendor information in the table below for determining a low vendor. Vendor shall bid on all groups and line items within each group, inclusive of any renewal items to be considered responsive. Failure to bid on all items shall result in a disqualified bid. The estimated quantities of this contract shall be based on an initial period of Three (3) years and has the option to renew for the following terms: Three (3), one (1) year renewal options; unit prices shall remain firm for the term of the contract.

Table 1- Licensing Fees – Three (3) year Initial Term

Line Item

Description Total Estimated Quantities

(3-Year Initial Term)

Unit Price

Extension (Unit Price x Estimated

Quantities)

1 EHS/LMS/SDS Platform delivered in a SaaS format with required SDS populated for SDS/Tracking

87 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

2 EHS/LMS/SDS Platform delivered in a SaaS format with required training content populated for SDS/Tracking

87 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

3 EHS/LMS/SDS Platform delivered in a SaaS format View Only with required

SDS populated

1250 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

Initial Term Total

(Lines 1-3)

All pricing must be entered in

BidBuy

Table 2- Implementation Services – Three (3) year Initial Term

Line Item

Description Total Estimated Quantities

(3-Year Initial Term)

Hourly Labor Rate

Extension (Unit Price x Estimated

Quantities)

4 Labor Rate for Initial Implementation, Professional Services, customization and user training

400 Hours All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

5 Hourly Labor Rate Post Implementation for Professional Services, user training, programing and customization

80 hours All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

Initial Term Total

(Lines 4-5)

All pricing must be entered in

BidBuy v.25.4

Table 3 – One (1) year Renewal Term (1 of 3)

Line Item

Description Estimated Quantities

Renewal One (1-Year Term)

Unit Price/ Hourly

Labor Rate

Extension (Unit Price x Estimated

Quantities)

6 EHS/LMS/SDS Platform delivered in a SaaS format with required SDS populated for SDS/Tracking

29 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

7 EHS/LMS/SDS Platform delivered in a SaaS format with required training content populated for

SDS/Tracking

29 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

8 EHS/LMS/SDS Platform delivered in a SaaS format View Only with required SDS populated

416 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

9 Hourly Labor Rate Post Implementation for Professional Services, user training, programing and customization

25 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

Renewal Term 1 Total

(Lines 1-4)

All pricing must be entered in

Table 4 – One (1) year Renewal Term (2 of 3)

Line Item

Description Estimated Quantities

Renewal Two (1 Year Term)

Unit Price/ Hourly

Labor Rate

Extension (Unit Price x Estimated

Quantities)

10 EHS/LMS/SDS Platform delivered in a SaaS format with required SDS populated for SDS/Tracking

29 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

11 EHS/LMS/SDS Platform delivered in a SaaS format with required training content populated for

SDS/Tracking

29 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

12 EHS/LMS/SDS Platform delivered in a SaaS format View Only with required SDS populated

416 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

13 Hourly Labor Rate Post Implementation for Professional Services, user training, programing and customization

25 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

Renewal Term 2 Total

(Lines 1-4)

All pricing must

Table 5 – One (1) year Renewal Term (3 of 3)

Line Item

Description Estimated Quantities

Renewal Three (1 Year Term)

Unit Price/ Hourly

Labor Rate

Extension (Unit Price x Estimated

Quantities)

14 EHS/LMS/SDS Platform delivered in a SaaS format with required SDS populated for

SDS/Tracking

29 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

15 EHS/LMS/SDS Platform delivered in a SaaS format with required training content populated for SDS/Tracking

29 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

16 EHS/LMS/SDS Platform delivered in a SaaS format View Only with required SDS populated

416 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

17 Hourly Labor Rate Post Implementation for

Professional Services, user training, programing and customization

25 All pricing must be entered in

BidBuy

All pricing must be entered in

BidBuy

Renewal Term 3 Total

(Lines 1-4)

All pricing must

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this Contract the BidBuy Purchase Order as it contains the agreed pricing.

2.3. ECONOMIC ADJUSTMENTS:

This section has been left blank intentionally.

2.3.1. Vendor’s renewal pricing is per the quote upon which the award was determined. Quote number ENTER

QUOTE NUMBER. The awarded quote number will be entered by the State prior to execution of the

Contract.

2.4. RENEWAL COMPENSATION: If the Contract is renewed, the price shall be at the same rate as for the initial

Contract term, unless a different compensation or formula for determining the renewal compensation is stated in Section 2.3.

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

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The Contract resulting from this procurement will have an initial term of three (3) years, commencing upon the last dated signature of the Parties. In no event will the maximum total term of the Contract, including the initial term, any renewal terms, and any extensions, exceed ten

(10) years. Vendor shall not commence billable work in furtherance of the Contract prior to final execution of the Contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s

• Renewal #1: One (1) year commencing the day after the last day of the initial term. Subject to last dated signatures.

• Renewal #2: One (1) year commencing the day after the last day of Renewal Term #1 term. Subject to last dated signatures.

• Renewal #3: One (1) year commencing the day after the last day of Renewal Term #2 term. Subject to last dated signatures"

Any renewal of the resulting Contract is subject to the same terms and conditions that apply to the initial term of the Contract unless otherwise provided. The State may renew the Contract for any or all of the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The Contract may neither renew automatically nor renew solely at the Vendor’s option.

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

Vendor has notified the State that it is unable or unwilling to perform the Contract.

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

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

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

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

3.4. AVAILABILITY OF APPROPRIATION: This Contract is contingent upon and subject to the availability of funds.

The State, at its sole option, may terminate or suspend this Contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS

500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the

Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State

Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be

Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a Contract of $1,000 or more under Section

20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of

$15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the Contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

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

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the

Contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective Contracts, and (iv) provide lien waivers to the

State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor

(DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or

(https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This Contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total

Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

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4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this Contract, and the amount billed and expenses incurred are as allowed in this

Contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

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

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

Send invoices to:

Agency: Illinois Tollway

Attn: Accounts Payable

Address: PO Box 3094

City, State Zip: Lisle, IL 60532-8094

Emails: FinanceInvoices@getipass.com

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

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with Contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this Contract.

Vendor must receive prior written approval before use of any subcontractors in the performance of this

Contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this Contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this Contract. All subcontracts must include the same certifications that Vendor must make as a condition of this Contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the

Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this Contract and any subcontract necessary to support amounts charged to the State pursuant this Contract or a subcontract. Books and records, including information stored in databases or other mailto:FinanceInvoices@getipass.com v.25.4 computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the Contract or completion of the Contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay Contract costs, the Vendor and its subcontractors must retain their respective records for five

(5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief

Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this Contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

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

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

4.8. CONFIDENTIAL INFORMATION: Each Party to this Contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this Contract. Vendor shall presume all information received from the

State or to which it gains access pursuant to this Contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this

Contract shall be disseminated except as authorized by law or with the written consent of the disclosing Party, either during the period of this Contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this Contract, in whatever form it is maintained, promptly at the end of this Contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and v.25.4 all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this Contract.

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this

Contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the

State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11. INSURANCE: Vendor shall, at all times during the term of this Contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b)

Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property

Damage), in the amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

4.1 INSURANCE: The Vendor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons, damages to property (including computer equipment), damages to software, security breaches, or system failures which may arise from or in connection with the performance of the work by the

Vendor, its agents, representatives, employees, or subcontractors.

Minimum Scope and Limits of Insurance: Coverage shall be at least as broad as:

1. Commercial General Liability coverage on an unmodified, Insurance Service Office “Occurrence” form, current edition or an alternative form providing equivalent protection, with limits of liability of not less than $1,000,000 each occurrence for bodily injury, personal injury, and property damage and $2,000,000 general aggregate, and $2,000,000 products/completed operations aggregate.

2. Automobile Liability on an unmodified, Insurance Service Office form, current edition or an alternative form providing equivalent protection, with limit of liability of not less than $1,000,000 combined single limit per accident for bodily injury and property damage.

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3. Workers Compensation insurance as required by the State of Illinois providing statutory benefits, and Employers’ Liability of not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit, including voluntary compensation.

4. Technology Professional Liability Errors and Omissions Insurance appropriate to the Vendor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines, and penalties.

a. The policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Illinois Tollway in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such

“property” coverage of the Illinois Tollway may be endorsed onto the Vendor’s

Cyber Liability Policy as covered property.

The…