6-RFP V5 Sample Contract ACT.pdf

Agency for Community Transit RFP Volume 5 of 6

CONTRACT BETWEEN

AGENCY FOR COMMUNITY TRANSIT

AND

THIS CONTRACT is made and entered into effective, as of the date the last party hereto signs, by and between Agency for Community Transit (hereinafter referred to as “Owner”), having its principal office at 1 Transit Way, Pontoon Beach, Illinois 62040, and ________ (hereinafter referred to as “Contractor”), whose address is _________. The Owner and the Contractor in consideration of the mutual covenants herein agree as follows:

Article 1. Project Title and Brief Description Enterprise Asset Management (EAM) System No. 26-2-16100. The procurement and implementation of an Enterprise Asset Management (EAM) system providing a comprehensive SaaS cloud-based software solution to replace an existing system and support the management of fleet vehicles, facilities, equipment, inventory, work orders, preventive maintenance, and lifecycle cost analysis.

Article 2. Scope of Work The Contractor shall perform all services and deliver all deliverables necessary to achieve the objectives described in this Contract. The scope of work shall include, without limitation, the requirements set forth in the Request for Proposals (RFP) 26-1-1600 dated May 21, 2026, and the Contractor’s proposal submitted in response thereto, both of which made part of this Contract.

Article 3. Contract Type and Term This is a hybrid engagement, fixed price and time and material contract. The Contract term begins on the effective date of this Contract and expires {insert date here}, or until all obligations have been satisfactorily fulfilled, whichever occurs first.

Article 4. Contract Documents and Order of Precedence The following documents are a part of this Contract. In case of any conflict among these documents, the order of precedence shall be:

1) This Form of Contract

2) State Clauses (Exhibit__)

3) Special Conditions (Exhibit __)

4) General Terms and Conditions (Exhibit __)

5) Request for Proposal (RFP) as modified by Addenda thereto (Incorporated by reference)

6) Payment Schedule (Exhibit __)

7) Contractor’s Proposal, as amended by Best and Final Offer (Exhibit __)

8) Incorporated by reference – Other mutually agreed upon licensing and service agreements as may be necessary by the Contractor to effectuate the Scope of Work

A modification or change to any Contract document shall take its precedence from the term it amends. All other documents and terms and conditions shall remain unchanged. These documents form the Contract, and all are as fully a part of the Contract as if attached to this Contract or repeated herein.

Article 5. Compensation and Payment Terms Compensation. The total obligation of the Owner to the Contractor under this Contract shall be the Total Contract Price of ___ dollars ($_____). This amount consists of the base system $ ___, and ________.

Options. The right is reserved by the Owner to execute “Options” for the prices stated in Exhibit A – Payment Schedule after this Contract is signed.

Retention. The Owner shall retain ten percent (10%) of the total amount due for each completed milestone deliverable as part of security for the fulfillment of the Contract by the Contractor. However, once the accumulated amount paid and due to the Contract reaches fifty percent (50%) of the Total

Contract Price, if the manner of project work remains satisfactory to the Owner, the Owner will not make further deductions on the remaining milestone payments. However, if the Owner thereafter determines that the work, or progress of the work, is unsatisfactory, the Owner may reinstate, continue or increase retentions in amounts necessary to increase the total retention to an amount not to exceed ten percent (10%) of the Total Contract Price. Retainage shall be released upon the Owner’s final acceptance of the completed project and the Owner’s payment of the Final Invoice.

Invoicing. By the 15th of the following month, the Contractor shall provide an invoice for the prior month’s completed milestones. Invoiced amounts are subject to the review and approval of the Owner before payment can occur.

a) In order to ensure timely payment, Contract is required to:

• Submit documentation that validates the invoice charges.

• E-mail invoices and supporting documentation to accountspayable@mct.org or mail to:

Agency for Community Transit Attn: Accounts Payable 1 Transit Way Pontoon Beach, IL 62040

b) Invoices must include:

• The Owner’s project number 26-2-16100 and/or purchase order number.

• Contractor’s “remit to” address. This is the address to which the Owner will mail payments.

• A line-item accounting of each milestone completed (e.g. 100% complete) during the billing period and the dollar amount due to the Contractor for each milestone completed.

• A detailed listing of all services, products, and equipment furnished to the Owner as part of this Contract. Equipment should be itemized with corresponding part/model number, serial number, and vehicle number and/or location of installation (if applicable).

• The final invoice must be clearly marked “Final Invoice”.

Payment. Partial payments shall be made based on Attachment A, Milestone Payment Schedule, for hardware delivered to the Owner and other completed project milestones. Payment shall be made within 30 days of a properly submitted invoice for products and services authorized, accepted and approved by the Owner.

Article 6. Contractor’s Personnel All of the services required in this contract shall be performed by the Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and authorized under federal, state and local law to perform such services. Any change in the key personnel, as described in the Contractor’s proposal, shall be subject to the written approval of the Owner; such approval shall not be unreasonably withheld.

The Owner reserves the right to require the Contractor to remove any personnel for failure to provide service satisfactory to the Owner. Subcontracting is not permitted.

Article 7. Termination Termination for Convenience. The Owner may terminate this Contract, in whole or in part, at any time by written notice to the Contractor when it is in the Owner’s best interest. The Contractor shall be paid its costs, including Contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Owner. If the Contractor has any property in its possession belonging to the Owner, the Contractor will account for the same, and dispose of it in the manner the Owner directs.

Termination for Default [Breach or Cause]. a) If the Contractor does not deliver supplies in accordance with the Contract delivery schedule, or, if the Contract is for services, the Contractor fails to perform in the manner called for in the Contract, or if the Contractor fails to comply with any other provisions of the Contract, the Owner may terminate this Contract for default. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the Contract price for supplies delivered and accepted, or services performed mailto:accountspayable@mct.org in accordance with the manner of performance set forth in the Contract. b) If it is later determined by the Owner that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the Owner, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c) In the event of a breach or default on the part of the Contractor, in addition to any and all other remedies, the Owner shall be entitled to actual, incidental, and consequential damages and all court costs, attorney fees, and litigation expenses incurred necessary to enforce this Contract. d) In the event of a default on the part of the Contractor, the Owner reserves the right to purchase any or all items or services in default in the open market, charging the Contractor with any additional costs. The defaulting Contractor shall not be considered a responsible bidder/proposer until the assessed charge has been satisfied.

Opportunity to Cure. Prior to terminating this Contract, or any part hereof, the Owner may allow the Contractor an opportunity to present any facts bearing on the reason for breach or default. In such case, the Owner shall have the right to terminate the Contract without any further obligation if the Contractor fails to provide an acceptable remedy for the breach or default.

Waiver of Remedies for any Breach. In the event that the Owner elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver shall not limit the Owner’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.

Article 8. Breaches and Dispute Resolution Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Owner's Executive Director. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Executive Director. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Executive Director shall be binding upon the Contractor and the Contractor shall abide by the decision.

Performance During Dispute - Unless otherwise directed by the Owner, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.

Remedies - a) Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Owner and the Contractor arising out of or relating to this contract or its breach will be decided by arbitration administered by the Miles Mediation & Arbitration. b) The Contractor shall comply with all of the Owner’s resolutions and regulations applicable to this Contract and with any local, State or Federal laws or regulations applicable to the goods and services provided under this Contract. Except as hereinafter specifically provided, this Contract shall be governed by and construed to the laws of the State of Illinois, including, but not limited to the Uniform Commercial Code. Any suit arising herefrom shall be brought in the Circuit Court of the Third Judicial Circuit, Madison County, Illinois, which forum shall have sole and exclusive jurisdiction and venue. c) If agreed to by both parties, disputes may be resolved by a mutually agreed-to alternative dispute resolution process that may include structured negotiations different from the remedies herein, mediation or arbitration.

Rights and Remedies - The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Owner or the Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

Article 9. Notices Any Notice legally required to be given by one party to another under the Contract shall be in writing, dated and signed by the party giving such Notice or by a duly authorized representative of such party. Notices shall not be effective unless transmitted by any method that provides confirmation of transmission and delivery.

Contractor:

Owner:

SJ Morrison, Executive Director Agency for Community Transit 1 Transit Way Pontoon Beach, IL 62040 managingdirector@mct.org

Article 10. Entire Agreement This Contract constitutes the complete and entire agreement between the Owner and the Contractor and supersedes any prior representations, understandings, communications, commitments, agreements or Proposals, oral or written, that are not incorporated as a part of the Contract. This Contract is being executed in duplicate counterparts, each of which shall be considered an original, and which together shall constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have hereunto set their signatures.

Agency for Community Transit Contractor name District name

Signature of authorized official

Signature of authorized official

SJ Morrison, Executive Director (Print or type name and title) (Print or type name and title)

Date

Date mailto:managingdirector@mct.org

Agency for Community Transit Exhibit __

Payment Schedule

The Payment Schedule set forth below is provided for illustrative purposes only. The final Payment Schedule shall be negotiated by the Agency for Community Transit (“ACT”) with the selected vendor(s).

Payment Schedule Amount

Project Milestone

10%

Project Management Plan (PMP) completed and accepted – Includes detailed schedule, resource allocation, and risk management plan approved by Owner.

15% System Design Documentation completed and accepted – Functional specifications, integration requirements, data migration plan, and workflow configurations approved by Owner.

10% Sandbox/Configuration Environment deployed – Access provided for Owner testing and verification of core modules.

15% Data Migration & Integration Testing completed and accepted – Legacy data migrated, APIs or interfaces tested with maintenance, inventory, and procurement systems.

15% User Acceptance Testing (UAT) completed and accepted – All critical workflows tested and signed off by Owner.

10% Training completed – Administrator, end-user, and technical training sessions completed, with training materials delivered.

15% System Go-Live – EAM solution fully deployed in production environment, accessible to all authorized users.

5% System Acceptance – Written acceptance after verification that the system meets all Scope of Work requirements and performance standards.

5% Release of Retainage – Due upon acceptance of all Scope of Work requirements and resolution of any outstanding issues.

[End of document]

STATE CLAUSES

IL 1 Access to Records Contractor shall make books, records, related papers, supporting documentation and personnel relevant to this contract available to authorized Agency for Community Transit (Owner) representatives, the Illinois Auditor General, Illinois Attorney General, any Executive Inspector General, Buyers Inspector General, and any other person as may be authorized Owner (including auditors), by the State of Illinois at all reasonable times of the normal business day. Contractor shall cooperate fully in any such audit or inquiry. This applies to all third party contract records (at any tier), as required.

IL 2 Accounting Records Contractors and their subcontractors must have an accounting system that provides accurate, current, and complete disclosure of all financial transactions related to each state-funded Contract. Accounting records must contain information pertaining to state-funded awards, authorizations, obligations, unobligated balances, assets, outlays, and income. These records must be maintained on a current basis and balanced at least quarterly.

IL 3 Assignment The Contractor shall not assign its performance of any portion of the specified services under any subsequent contract or agreement without the advance written consent of Owner. It is hereby understood and agreed; that said consent must be sought in writing not less than ten (10) calendar days prior to the date of any proposed assignment. Owner reserves the right to accept or reject any such assignment, although Owner's acceptance shall not be unreasonably withheld.

IL 4 Audit Owner or the State of Illinois may, at its sole discretion and at its own expense, perform a final audit of the public funds used in this Contract (30 ILCS 5, the Illinois State Auditing Act). Such audit may be used for settlement of Contract expenses and for Contract closeout purposes. The Contractor agrees to implement any audit findings contained in the State's authorized inspection or review, final audit, the State's independent audit, or as a result of any duly authorized inspection or review. The records and supportive documentation for all completed Contracts are subject to an on-site audit by the Illinois Department of Transportation, Bureau of Investigation and Compliance. The Bureau of Investigation and Compliance reserves the right to inspect and review, during normal working hours, the Workpapers of the independent auditor in support of their audit.

Failure to comply can result in payment being withheld until compliance is met.

IL 5 Reserved

IL 6 Contract Changes Any proposed change to this contract shall be submitted to Owner and shall be approved in writing by Owner prior to the Contractor performing any work or incurring any costs related to the change.

IL 7 Domestic Preferences for Procurement As appropriate and to the extent consistent with law, the Contractor should, to the greatest extent practicable under this Contract, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products).

IL 8 Equal Employment Opportunity During the performance of this contract, the contractor agrees as follows:

1) That he or she will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service; and, further, that he or she will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any underutilization.

2) That, if he or she hires additional employees in order to perform this contract or any portion of this contract, he or she will determine the availability (in accordance with this Part) of minorities and women in the areas from which he or she may reasonably recruit and he or she will hire for each job classification for which employees are hired in a way that minorities and women are not underutilized.

3) That, in all solicitations or advertisements for employees placed by him or her or on his or her behalf, he or she will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service.

4) That he or she will send to each labor organization or representative of workers with which he or she has or is bound by a collective bargaining or other agreement or understanding, a notice advising the labor organization or representative of the contractor's obligations under the Act and this Part. If any labor organization or representative fails or refuses to cooperate with the contractor in his or her efforts to comply with the Act and this Part, the contractor will promptly notify the Department and the contracting agency and will recruit employees from other sources when necessary to fulfill its obligations under the contract.

5) That he or she will submit reports as required by this Part, furnish all relevant information as may from time to time be requested by the Department or the contracting agency, and in all respects comply with the Act and this Part.

6) That he or she will permit access to all relevant books, records, accounts and work sites by personnel of the contracting agency and the Department for purposes of investigation to ascertain compliance with the Act and the Department's Rules and Regulations.

7) That he or she will include verbatim or by reference the provisions of this clause in every subcontract awarded under which any portion of the contract obligations are undertaken or assumed, so that the provisions will be binding upon the subcontractor. In the same manner as with other provisions of this contract, the contractor will be liable for compliance with applicable provisions of this clause by subcontractors; and further it will promptly notify the contracting agency and the Department in the event any subcontractor fails or refuses to comply with the provisions. In addition, the contractor will not utilize any subcontractor declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations.

In the event of the contractor's non-compliance with the provisions of this Equal Employment Opportunity Clause or the Act, the contractor may be declared ineligible for future contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and the contract may be cancelled or voided in whole or in part, and other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation.

IL 9 Financial Assistance Acknowledgement Contracts resulting from this solicitation are subject to financial assistance agreements between Owner and the Illinois Department of Transportation.

IL 10 Reserved

IL 11 Reserved

IL 12 Reserved

IL 13 Intellectual Property Hold Harmless Upon request by Owner, the Contractor agrees that if it intentionally violates any proprietary rights, copyrights, or right of privacy, and if its violation under the preceding section occurs from any of the publication, translation, reproduction, delivery, use or disposition of subject data, then it will indemnify, save, and hold harmless Owner against any liability, including costs and expenses of Owner's officers, employees, and agents acting within the scope of their official duties. The Contractor will not be required to indemnify Owner for any liability described in the preceding sentence, if the violation is caused by the wrongful acts of federal officers, employees or agents, or if indemnification is prohibited or limited by applicable state law.

IL 14 Reserved

IL 15 Lobbying Improper Influence. Contractor certifies that no Contract Funds have been paid or will be paid by or on behalf of Contractor to any person for influencing or attempting to influence an officer or employee of any government agency, a member of Congress or Illinois General Assembly, an officer or employee of Congress or Illinois General Assembly, or an employee of a member of Congress or Illinois General Assembly in connection with the awarding of any Agreement, the making of any grant, the making of any loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, Amendment or modification of any Agreement, grant, loan or cooperative Agreement. 31 USC 1352. Additionally, Contractor certifies that it has filed the required certification under the Byrd Anti-Lobbying Amendment (31 USC 1352), if applicable.

Lobbying Costs. Contractor certifies that it is in compliance with the restrictions on lobbying using state grant funds as set forth below:

(a) Any attempts to influence the outcomes of any Federal, state, or local election, referendum, initiative, or similar procedure, through in-kind or cash contributions, endorsements, publicity, or similar activity;

(b) Establishing, administering, contributing to, or paying the expenses of a political party, campaign, political action committee, or other organization established for the purpose of influencing the outcomes of elections in the United States;

(c) Any attempt to influence the introduction of Federal or state legislation, the enactment or modification of any pending Federal or state legislation through communication with any member or employee of the Congress or state legislature (including efforts to influence state or local officials to engage in similar lobbying activity), the enactment or modification of any pending Federal or state legislation by preparing, distributing, or using publicity or propaganda, or by urging members of the general public, or any segment thereof, to contribute to or participate in any mass demonstration, march, rally, fund raising drive, lobbying campaign or letter writing or telephone campaign; and

(d) Any government official or employee in connection with a decision to sign or veto enrolled legislation.

Procurement Lobbying. Contractor warrants and certifies that it and, to the best of its knowledge, its sub-grantees have complied and will comply with Executive Order No. 1 (2007) (EO 1-2007). EO 1-2007 generally prohibits Contractor and subcontractors from hiring the then-serving Governor's family members to lobby procurement activities of the State, or any other unit of government in Illinois including local governments, if that procurement may result in a contract valued at over $25,000. This prohibition also applies to hiring for that same purpose any former State employee who had procurement authority at any time during the one-year period preceding the procurement lobbying activity.

IL 16 Nondiscrimination Contractor agrees to comply with the following nondiscrimination policies of the State of Illinois, and agrees to include this requirement in all subcontracts made pursuant to this Contract:

(A) Freedom from Unlawful Discrimination. To secure for all individuals within Illinois the freedom from discrimination based on race, color, religion, sex, national origin, ancestry, age, order of protection status, marital status, physical or mental disability, military status, sexual orientation, pregnancy, reproductive health decisions, or unfavorable discharge from military service in connection with employment, real estate transactions, access to financial credit, and the availability of public accommodations, including in elementary, secondary, and higher education.

(B) Freedom from Sexual Harassment-Employment and Elementary, Secondary, and Higher Education.

To prevent sexual harassment in employment and sexual harassment in elementary, secondary, and higher education.

(C) Freedom from Discrimination Based on Citizenship Status-Employment. To prevent discrimination based on citizenship status in employment.

(C-5) Freedom from Discrimination Based on Work Authorization Status-Employment. To prevent discrimination based on the specific status or term of status that accompanies a legal work authorization.

(D) Freedom from Discrimination Based on Familial Status or Source of Income-Real Estate Transactions. To prevent discrimination based on familial status or source of income in real estate transactions.

(E) Public Health, Welfare and Safety. To promote the public health, welfare and safety by protecting the interest of all people in Illinois in maintaining personal dignity, in realizing their full productive capacities, and in furthering their interests, rights and privileges as citizens of this State.

(F) Implementation of Constitutional Guarantees. To secure and guarantee the rights established by Sections 17, 18 and 19 of Article I of the Illinois Constitution of 1970.

(G) Equal Opportunity, Affirmative Action. To establish Equal Opportunity and Affirmative Action as the policies of this State in all of its decisions, programs and activities, and to assure that all State departments, boards, commissions and instrumentalities rigorously take affirmative action to provide equality of opportunity and eliminate the effects of past discrimination in the internal affairs of State government and in their relations with the public.

(H) Unfounded Charges. To protect citizens of this State against unfounded charges of prohibited discrimination in employment, real estate transactions, financial credit, and public accommodations, including in elementary, secondary, and higher education.

IL 17 Prohibited Interest of Local Official No member, or officer, or employee of Owner or a local public body with financial interest or control in this contract during their tenure or for one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof.

IL 18 Reserved

IL 19 Retention of Records Contractor shall maintain for six (6) years from the date of submission of the final expenditure report, adequate books, all financial records and, supporting documents, statistical records, and all other records pertinent to this contract. If any litigation, claim, or audit is started before the expiration of the retention period, the records must be retained until all litigation, claims or audit exceptions involving the records have been resolved and final action taken.

IL 20 Subcontracts The Contractor shall not enter into any subcontracts or agreements, or authorize any work by the forces of a subcontractor, or use any materials from the stores of a subcontractor, with respect to this contract and any subsequent contracts, without the prior concurrence of Owner. All such subcontracts and agreements shall be approved by Owner. Acceptance of subcontractor's is contingent upon each subcontractor's ability to comply with the applicable terms, conditions, and clauses, particularly the assurances, contained in any subsequent contract or agreement.

IL 21 Termination for Convenience Refer to the signed contract, Article 7.

IL 22 Termination for Default (Cause or Breach) Refer to the signed contract, Article 7.

IL 23 Reserved

IL 24 Reserved

SPECIAL CONDITIONS

SC 1 Financial Assistance This contract is subject to a operating assistance grant between MCT and the Illinois Department of Transportation (IDOT). The Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any Owner requests that would cause the MCT or the Owner to be in violation of IDOT terms and conditions.

SC 2 Insurance The Contractor shall maintain the following types and minimum limits of insurance until the expiration or termination of this contract. Agency for Community Transit and their officials, employees, and agents shall be named as ADDITIONAL INSURED.

1) Commercial General Liability Insurance: Occurrence based commercial general liability insurance or equivalent form with a limit of not less than $1,000,000 for each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Contract or be no less than two times the occurrence limit.

2) Business Automobile Liability limits shall not be less than $1,000,000 per occurrence for bodily injury and property damage combined.

3) Workers’ Compensation liability limits shall not be less than:

- Workers’ Compensation - Statutory

- Employer’s Liability - $500,000 per occurrence

4) Professional Liability insurance shall not be less than $500,000 covering errors and omissions.

5) Cyber Liability insurance limits shall not be less than $2,000,000 per occurrence.

The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required stated above, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through actual payment by the underlying insurers.

Prior to beginning work, the Contractor shall provide the Owner with a Certificate of Insurance complying with this section and naming the additional insured.

SC 3 Cybersecurity

a) COMPLIANCE REQUIREMENTS.

The Contractor shall comply with all applicable cybersecurity frameworks and regulatory requirements, including the NIST Cybersecurity Framework (NIST CSF), CIS Critical Security Controls, ISO/IEC 27001 (or equivalent), and all federal, state, and local statutes governing data security and privacy, including the Illinois Local Records Act, HIPAA, and laws protecting Personally Identifiable Information (PII). The Contractor shall maintain a written Information Security Program (WISP) and provide it to the Owner upon request.

b) ACCESS CONTROL & AUTHENTICATION.

The Contractor shall implement multi-factor authentication for all administrative, privileged, and remote access; enforce role-based access control; immediately disable access for terminated or reassigned personnel (and no later than 24 hours after separation); and prohibit the use of shared, generic, or anonymous accounts.

c) DATA SECURITY & SOVEREIGNTY.

All sensitive or regulated data shall be encrypted in transit and at rest, retained and destroyed in accordance with Illinois law, and shall not be transferred, processed, or stored outside the United States without the Owner’s prior written consent.

d) SYSTEM & NETWORK SECURITY.

The Contractor shall maintain secure system and network configurations, including timely patch management, endpoint detection and response (EDR), secure VPN access, logging and monitoring, and segregation of development, testing, and production environments.

e) INCIDENT RESPONSE & BREACH NOTIFICATION.

The Contractor shall maintain a documented incident response plan, provide written notice to the Owner of any actual or suspected security incident or breach affecting the Owner’s data within twenty-four (24) hours, cooperate fully in all investigations, and provide all relevant forensic reports and logs.

f) CYBER LIABILITY INSURANCE.

The Contractor shall maintain no less than $2,000,000 in cyber liability insurance per occurrence (higher limits may be required based on project risk), covering data breaches, privacy violations, and incident response costs.

g) RESPONSIBILITY & INDEMNIFICATION.

The Contractor shall be responsible for any unauthorized access, data breach, or disclosure of the Owner’s data arising from the Contractor’s systems, personnel, subcontractors, or performance. The Contractor shall indemnify, defend, and hold harmless the Owner from all related third-party claims, losses, damages (including actual, incidental, and consequential damages), and attorney fees.

h) SUBCONTRACTORS & THIRD-PARTY RISK.

The Contractor shall not use subcontractors without prior written approval from the Owner. The Contractor shall ensure all subcontractors comply with the same cybersecurity requirements and shall conduct annual third-party risk assessments.

i) SECURITY ASSURANCE & AUDIT RIGHTS.

Upon request, the Contractor shall provide evidence demonstrating the effectiveness of required controls, including annual SOC 2 Type II reports, ISO/IEC 27001 certification (or equivalent), penetration testing results, vulnerability scans, and documented remediation activities. The Owner reserves the right to audit Contractor’s security practices.

j) TRAINING.

The Contractor shall ensure that all personnel with access to Owner data complete annual cybersecurity awareness and role-specific training.

k) BUSINESS CONTINUITY & DISASTER RECOVERY.

The Contractor shall maintain annually tested business continuity and disaster recovery plans with Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO) that meet or exceed Owner requirements.

l) DATA RETURN & DESTRUCTION.

Upon contract termination, the Contractor shall return all Owner data within thirty (30) days or securely destroy it in accordance with the Owner direction and provide written certification of such destruction. The Contractor’s obligation to report security incidents shall survive termination.

12.18.2025 v2 Edit #4, #17, & #24 Page 1 of 3

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS. The following definitions shall be part of any Contract awarded or order placed:

“ACT” – Agency for Community Transit, Inc., an Illinois not-for-profit corporation qualified under IRC 501(c)(3).

“Addendum” – Written clarification or revision to this solicitation issued by the Owner.

“Approved Equal or Substitution” - An item or service which has been approved by the Owner as equal to the brand name item originally specified.

“Bidder” or “Offeror” – An individual or business entity submitting a bid or offer in response to this solicitation.

“Contract” – This solicitation, any addendum to this solicitation, the bid or proposal submitted in response to this solicitation, and fully executed agreement.

“Contractor” – The bidder or proposer awarded a Contract.

“Executive Director” – Chief executive officer of ACT.

“Managing Director” – Chief executive officer of MCT.

“MCT” - Madison County Mass Transit District; a unit of local government.

“Owner” – The entity receiving the product or service.

“Solicitation” – This document, which establishes the bidding and Contract requirements and seeks bids or proposals to meet the purchase needs as identified herein.

“Subcontractor” – An individual or company hired by the Contractor to perform a specific task as part of the overall project.

2. COMPENSATION. The Contractor will be compensated for actual services rendered and products delivered in accordance with the Contract and/or purchase order.

3. INVOICING AND PAYMENT. The contract or purchase order number shall be referenced on all packing slips and invoices. Invoices shall be dated and submitted to the Owner no later than the 10th of the month following delivery of products and/or completion of services. Submit invoices to accountspayable@mct.org.

Unless otherwise specified in the Owner’s solicitation or mutually agreed by the parties, payment of the above compensation will generally be made within [45 days for MCT] or [30 days for ACT] purchases of the Contractor’s invoice for products and services authorized, accepted and approved by the Owner. The Contractor shall accept this payment as full compensation for all costs and expenses associated with this Contract.

4. Reserved.

5. INSURANCE. Upon request, The Contractor agrees to furnish evidence of adequate insurance coverage of general liability, automobile liability, and workmen’s compensation.

6. ADDITIONAL WORK. Additional work means the furnishing of materials or services not directly or by implication called for by this Contract. If the Owner requires additional work, it may direct the Contractor in writing to do such work at mutually agreed upon lump sum or unit prices. Performance of additional work without the prior written authorization of the Owner shall be at the Contractor's sole expense.

7. INSPECTIONS, ACCEPTANCE AND APPROVALS. The Owner reserves the right and shall be at liberty to inspect all materials, services, and workmanship during the Contract period and shall have the right to reject all materials, services, and workmanship, which do not conform to specifications and this Contract. However, the Owner is under no duty to make such inspections and no inspection so made shall relieve the Contractor from any obligation to furnish services and products in accordance with this Contract. The Owner may, at its option, require prompt replacement or correction of rejected products or services at the Contractor’s expense.

8. NO WAIVER OF WARRANTIES AND CONTRACT RIGHTS. Conducting of tests and inspections, payment for a product or service, or acceptance of a product or service by the Owner shall not constitute a waiver, modification, or exclusion of any express or implied warranty or any right under this Contract or in law. Failure of the Owner to insist on strict performance by the Contractor of the terms and conditions of this Contract at any time shall not be construed as a waiver by the Owner of such performance in the future.

9. INDEPENDENT CONTRACTOR. The Contractor shall be an independent contractor. Services performed, and amounts paid pursuant to this Contract are not rendered as an employee of the Owner.

mailto:accountspayable@mct.org

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10. INDEMNIFICATION. The Contractor agrees that it will indemnify, defend and hold harmless ACT, its board members, officers, officials, employees and agents, and MCT, its trustees, officers, officials, employees and agents from all claims, liabilities, obligations and causes of action asserted against any of the foregoing in connection with the goods or services purchased under this Contract or arising from the act or omission to act of the Contractor or the Contractor’s employees, agents, or representatives with respect to this Contract.

Such obligations shall not be construed to waive, negate, abridge, or reduce other rights or obligations of indemnity, which would otherwise exist as to either the Contractor, ACT or MCT.

11. WARRANTY OF TITLE. The Contractor warrants that the title to all material, supplies and equipment furnished is free of liens and encumbrances.

12. CONFLICT OF INTEREST. The Contractor, by agreeing to provide work, services or materials to Owner, thereby attests that it has no direct or indirect pecuniary or proprietary conflict of interest arising from or in connection with such agreement, and that it shall not acquire any interest which creates a conflict of interest in any manner or degree with the work required to be performed and/or provided under this Contract, and that it shall not employ any person or agent having any such conflict of interest. In the event that the Contractor, its agents, employees, or representatives hereafter acquire such a conflict of interest, the Contractor shall immediately disclose such conflict of interest to the Owner and immediately take action to eliminate the conflict or to withdraw from this Contract, as the Owner may require.

13. LAW GOVERNING. The Contractor shall recognize that all applicable Federal and State laws, including, but not limited to the Illinois Prevailing Wage Act, certifications, municipal ordinances, and rules and regulations of all authorities having jurisdiction over the services to be provided shall apply to the Contract throughout, and they will be deemed to be included in the Contract the same as though herein written out in full. All matters of law pertaining to this Contract shall be governed by, and construed according to, the laws of the State of Illinois, excluding, however, choice of laws principles.

14. CONTINGENT FEES AND GRATUITIES. The Contractor, by agreeing to provide work, services, or materials, thereby attests that no person or selling agent except bona fide employees or designated agents or representatives of the Contractor has been employed or retained to solicit or secure this Contract with an understanding that a commission, percentage, brokerage, or contingent fee would be paid; and no gratuities in the form of entertainment, gifts or otherwise were offered or given by the Contractor or any of its agents, employees or representatives, to any official, member or employee of the Owner or other governmental agency with a view toward securing this Contract or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respect to the performance of this Contract.

15. FREEDOM OF INFORMATION (FOIA). Access to MCT’s government records is governed by the Illinois Freedom of Information Act (5 ILCS 140/1). The Contractor acknowledges that MCT is subject to the requirements of FOIA and shall assist and cooperate with ACT and MCT to comply with its information disclosure obligations. The Contractor shall not charge ACT or MCT for reasonable costs associated with freedom of information requests.

16. USE OF OWNER’S NAME IN ADVERTISING OR PUBLIC RELATIONS. The Contractor shall not, without prior written consent of the Owner, publish, assert, or imply that the Owner endorses the Contractor’s product or service.

17. Reserved.

18. COMPLIANCE WITH OSHA AND APPLICABLE LAWS. The Contractor shall comply with all applicable laws and regulations of any public body having jurisdiction for such matters which include, but are not limited to, health and safety, environmental protection, safety of persons or property or protection of persons or property from damage, injury, or loss. The Contractor shall erect and maintain all necessary safeguards for such safety and protection. It shall be the duty and responsibility of the Contractor and its respective subcontractors to be familiar with and comply with 29 USC Section 651, et seq., the Occupational Safety and Health Act of 1970, as amended (“Act”) and to enforce and comply with all provisions of this Act.

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19. SEVERABILITY. Any provision or part of this Contract held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the Owner and the Contractor, who agree that the Contract shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

20. SUBCONTRACTS AND ASSIGNMENT. The Owner shall have the right of prior review and approval of any and all subcontracts entered into by the Contractor with respect to the Contract. The Owner shall indicate its approval in writing prior to execution by the Contractor and subcontractor.

The Contractor shall not assign any interest, obligation, or benefit under or in this Contract or transfer any interest in the same, whether by assignment or notation, without prior written consent of the Owner. This Contract shall be binding upon and inure to the benefit of the successors of the parties.

21. CIVIL RIGHTS AND EQUAL OPPORTUNITY. The Contractor shall comply with the civil rights laws pertaining to nondiscrimination and equal employment opportunity as required by 42 U.S.C. § 2000d and et seq. The Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex (including sexual orientation), disability, or age.

22. CONDITION OF ARTICLES. Articles offered and furnished must be new and previously unused and of manufacturer latest model unless otherwise specified.

23. DRUG AND ALCOHOL POLICY. The Contractor shall maintain a drug and alcohol-free workplace environment to ensure worker safety and workplace integrity.

24. Reserved.

25. RECYCLED PRODUCTS. (1) The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247. (2) This requirement flows down to all Contractors and subcontractor tiers where the value of an EPA designated item exceeds $10,000.

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