24-0141RRR_Contract_Kronos Software 25-26_7.8.25.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.25.3

The Illinois State Toll Highway Authority

Contract# 24-0141RRR

Kronos Software Support and Educational Services

BidBuy Bid, B-48543

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 Tollway is seeking a vendor to furnish and deliver Kronos Software Support and Educational

Services.

The software must comply in all respects with the Tollways existing Kronos Software licenses, electronic attendance, payroll and time tracking management systems. The Kronos Software security requirements are derived from the Auditor Generals review and recommendations for the Tollways Information Technology

Department.

The resulting contract with the awarded Bidder shall have an initial term of Two (2) 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. There are no renewal options under this contract.

1.2. SUPPLIES AND/OR SERVICES REQUIRED: The Illinois Tollway requires Kronos Software Support and Educational

Services per the table below.

1.2.1. The vendor must provide the following:

• Illinois Tollway Kronos Equipment Support REM

• Illinois Tollway Kronos Educational REM Services

• Illinois Tollway Kronos Software Support REM Services

• UKG OEM Only v.25.3

1.2.2. Brand Name Only: The OEM Kronos Software and Educational Support are brand-specific; no substitutions are allowed. Only OEM Kronos Software and Educational Support Services shall satisfy the requirements of this contract. This is not intended to limit or restrict competition but instead is needed to ensure compatibility and proper functionality by continuing to use Kronos work force management software which adheres to and ensures capabilities of the Tollways existing network security compliance programs, software applications, file integrity monitoring of our network servers and connected devices.

1.2.3. Quantities: It shall be expressly understood by the bidder 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. Materials furnished under this contract shall be delivered in multiple deliveries as determined by the needs of the Illinois Tollway. The estimated quantities of this contract shall be based on a period of Two (2) 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.

1.2.4. 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)

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

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

1.3. 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.

1.4. 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 bidder 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 mailto:FinanceInvoices@getipass.com v.25.3 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 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 v.25.3 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 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

mailto:isoft@getipass.com mailto:Isoft@getipass.com mailto:Thutchin@getipass.com v.25.3

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.

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.25.3

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.25.3

2. PRICING

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

2.1.1 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 and offers will be accepted. The Tollway is providing the vendor information in the table below for determining a low bidder. Vendor shall bid on all 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 a period of Two (2) years; unit prices shall remain firm for the term of the contract.

Line

Item Description

Estimated

Quantity/

Quantities

Unit Price/

Hourly Rate/ Fixed rate

Extension (Unit Price x Estimated

Quantities)

SOFTWARE SUPPORT SERVICES

SUPPORT SERVICE LEVEL: GOLD

COVERED PRODUCT:

KRONOS ENTERPRISE ARCHIVE V8

TERM: Two (2) YEARS

1,600

Price must be entered in

BidBuy

Price must be entered in

BidBuy

SOFTWARE SUPPORT SERVICES

SUPPORT SERVICE LEVEL: GOLD

COVERED PRODUCT:

WORKFORCE ABSENCE MANAGER V8

TERM: Two (2) YEARS

1,600

Price must be entered in

BidBuy

Price must be entered in

BidBuy

SOFTWARE SUPPORT SERVICES

SUPPORT SERVICE LEVEL: GOLD

COVERED PRODUCT: WORKFORCE EMPLOYEE V8

TERM: Two (2) YEARS

Price must be entered in

BidBuy

Price must be entered in

BidBuy

SOFTWARE SUPPORT SERVICES

SUPPORT SERVICE LEVEL: GOLD

COVERED PRODUCT:

WORKFORCE INTEGRATION MANAGER V8

TERM: Two (2) YEARS

1,600

Price must be entered in

BidBuy

Price must be entered in

BidBuy v.25.3

Line

Item Description

Estimated

Quantity/

Quantities

Unit Price/

Hourly Rate/ Fixed rate

Extension (Unit Price x Estimated

Quantities)

SOFTWARE SUPPORT SERVICES

SUPPORT SERVICE LEVEL: GOLD

COVERED PRODUCT: WORKFORCE MANAGER V8

TERM: Two (2) YEARS

Price must be entered in

BidBuy

Price must be entered in

BidBuy

SOFTWARE SUPPORT SERVICES

SUPPORT SERVICE LEVEL: GOLD

COVERED PRODUCT: WORKFORCE TIMEKEEPER V8

TERM: Two (2) YEARS

1,600

Price must be entered in

BidBuy

Price must be entered in

BidBuy

EDUCATIONAL SERVICES

SUPPORT SERVICE LEVEL:

EDUCATIONAL SERVICES SUSCRIPTION

COVERED PRODUCT: KNOWLEDGE PASS

TERM: Two (2)YEARS

Price must be entered in

BidBuy

Price must be entered in

BidBuy

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.

2.4. 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 OF THIS CONTRACT: The contract resulting from this procurement will have an initial term of Two (2) years commencing upon the last dated signature of the Parties.

3.1.1. 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-

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

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

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

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

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

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

3.3.1. OTHER TERMINATION: The State may also terminate, in whole or in part, this Contract without advance notice pursuant to Section 1.5.

3.3.2. SUSPENSION: The State may also suspend, in whole or in part, this Contract without advance notice pursuant to Section 1.5.

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 reserves funds, 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 or available funds for payment. Vendor will be notified in writing of the failure of appropriation or of a reduction or decrease and the Agency’s election to terminate or suspend, v.25.3 in whole or in part, as soon as practicable. Any suspension or termination pursuant to this section will be effective upon the date of the written notice unless otherwise indicated.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

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

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

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

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

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

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

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

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

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

(DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting the Illinois Department of Labor at

217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

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

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

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

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

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

https://labor.illinois.gov/

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 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 mailto:FinanceInvoices@getipass.com v.25.3 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. Vendor and its subcontractors shall upon reasonable notice appear before and respond to requests for information from the

Illinois Works Review Panel 30 ILCS 559/20-25(d).

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 (“FOIA”) (5

ILCS 140), shall be considered public. Unless otherwise agreed by the Parties, and then only upon receipt of the State’s prior written consent, Vendor and its subcontractors shall not access or attain any personally identifiable information or sensitive information on or from the State’s systems, and Vendor agrees that any such information is the confidential information of the State. In any event, Vendor shall implement and maintain reasonable security measures to protect any and all data, information, and records disclosed by the State under this Contract from unauthorized access, acquisition, destruction, use, modification, or disclosure. No confidential data collected, maintained, or used in the course of performance of this Contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this Contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this Contract, in a non-proprietary, readily usable format, promptly at the end of this Contract, or earlier at the request of the disclosing Party, or notify the disclosing

Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in v.25.3 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.

4.10.1. DATA BREACH PREVENTION, NOTICE, AND REMEDIATION: Vendor shall ensure the security, storage, and integrity of the State’s content, data, computers, networks, and systems (which may include the use of encryption technology to protect the State’s content and data from unauthorized access).

Notwithstanding anything to the contrary in this Contract, to the extent that Vendor experiences or causes an information breach or security incident that impacts the State’s data, content, computers, systems, or networks, Vendor shall immediately notify the State and will use best efforts to immediately remedy any such breach or incident, and to prevent any further breach or incident, at Vendor’s expense, in accordance with applicable privacy rights, laws, regulations, policies, and standards, including but not limited to the Illinois Personal Information Protection Act (815 ILCS 530). Vendor shall reimburse the

State for any and all costs incurred by the State in responding to, and mitigating damages caused by, any such breach or security incident, including all costs of notice and/or remediation.

4.10.2. DATA LOSS AND DAMAGE TO STATE COMPUTER SYSTEMS: Vendor shall adhere to all indemnification and liability obligations stated in this Contract and will remain liable where any damage or impairment to the State’s computers, systems, and networks, or any loss or corruption of the State’s data or content, is due to Vendor’s negligent or intentional acts and omissions. Further, Vendor shall reimburse the State for any and all costs incurred by the State in restoring such data, content, computers, systems, or networks.

4.11 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.

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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.

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 as well as credit monitoring expenses.

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 Illinois State Toll Highway Authority together with its officials, directors, and employees, shall be named

“Additional Insured” as part of the commercial general liability and automobile liability coverage. The policies shall be primary for the Additional Insured and not contributing with any other insurance or similar protection available to the Additional Insured, whether said other coverage be primary, contributing or excess. Policies shall contain a waiver of subrogation waiving any rights of recovery that the insurer(s) may have against the Illinois Tollway and its officials, directors, and employees.

Each insurance policy required above shall not be canceled, except with prior written notice to the Illinois Tollway.

All deductibles or self-insured retentions must be declared to and accepted by the Illinois Tollway.

The insurance companies providing coverage shall be rated by A.M. Best Company with a Financial Strength rating of “A-” or better and a financial size category of not less than “VII”.

Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

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3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

Insurance coverage shall not limit Vendor’s obligation to indemnify, defend or settle any claims.

Work shall not commence until insurance required by this section has been obtained and documentation has been submitted to and accepted by the Illinois Tollway. Proof of insurance shall include copies of the applicable

“additional insured” endorsements for the review of and approval by the Illinois Tollway. Any failure by the

Illinois Tollway to request proof of insurance will not waive the requirement for procuring and maintaining the minimum insurance coverages specified.

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

4.12. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this Contract to perform any work under this Contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this Contract.

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

4.14. BACKGROUND CHECK: Vendor affirms that it checks the criminal records of all applicants for felony convictions and misdemeanor convictions involving a violent act or threat of violence within five (5) years prior to employment, where permitted by law.

Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents.

Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check. The background checks shall be in compliance with all federal laws. The State further agrees as follows:

• Use of the information collected will be for the specific purpose of facilitating a background check;

• All information collected will be treated as confidential;

• The State will limit access to the information received and will properly store it in a reasonably secure manner;

• The State will promptly dispose in an appropriate manner all collected information when the purpose for which it was originally collected is no longer valid; and

• State must provide notice and consent forms. Vendor's and subcontractor’s officers, employees, or agents performing services on state owned, leased, or controlled property not consenting shall be reassigned.

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However, in no event can Vendor agree to waive the rights of its employees, nor can Vendor provide the State with any information protected by law, including but not limited to Vendor’s background check data.

4.15. APPLICABLE LAW:

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

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

4.15.3. ARBITRATION: The State shall not enter into binding arbitration to resolve any dispute arising out of this Contract.

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

4.16. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this Contract, then upon request of the Illinois Attorney

General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

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

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

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

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

4.21. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide Contract performance updates to help ensure proper performance of this Contract. The State may consider Vendor’s performance under this Contract and compliance with law and rule to determine whether to http://www.ilga.gov/legislation/ilcs/ilcs.asp v.25.3 continue this Contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future Contract opportunities.

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

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

4.24. WARRANTIES FOR SUPPLIES AND SERVICES:

4.24.1. Vendor warrants that the supplies furnished under this Contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all Federal and State laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

4.24.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties.