Attachment A_Agency Specific Terms and Conditions~4.docx
DOCX document 35 KB Posted
- Solicitation number
- 26-586SBE-CHFED-B-51793
- Issued by
- Illinois
About this file
This is an Agency Specific Terms and Conditions document for the Illinois State Board of Education (ISBE) establishing contractual requirements for the Educational Surrogate Parent Training Program. The document outlines modifications and additions to standard contract provisions, including performance requirements, insurance obligations, vendor default conditions, and compliance mandates. The vendor must perform services with a high degree of skill and care in accordance with professional standards and the schedule of deliverables specified in the proposal. Key personnel assignments require prior written approval for any substitutions, and the vendor must provide monthly progress reports due on the first of each month, accompanied by listings of completed services and supporting documentation with invoices. The vendor and its subcontractors are prohibited from discussing or engaging in public relations activities regarding the services without specific authorization from ISBE.
The vendor must obtain Professional Liability Insurance with limits of not less than $1,000,000 per claim and $1,000,000 aggregate annually, maintained for three years following final payment, and Cyber Liability Insurance with limits of $2,000,000 per claim and $2,000,000 in aggregate with a two-year extended reporting provision. The contract specifies strict compliance with federal student privacy laws including FERPA, ISSRA, and SOPPA, requiring the vendor to limit access to student records, return or destroy records upon contract completion, and provide written confirmation of destruction. Vendor default triggers include insolvency, bankruptcy proceedings, breach of representations or warranties, failure to comply with contract provisions, and unauthorized assignment of the contract. The document further requires certification that no federal orders barring government contracting have been issued in the past five years, compliance with Illinois Procurement Code conflict-of-interest provisions, and submission of SOC 2 Type II reports and internal control documentation upon request. Approximately 50 percent of contract funding derives from federal sources under the Stevens Amendment.
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Attachment A Agency Specific Terms and Conditions Exceptions to SECTION 4 are as follows:
4.3: Current paragraph states “For purposes of this Section, subcontractors are those specifically hired to perform all or part of the work covered by the contract.” Please note that definition of “subcontractors” applies to the entirety of the contract.
4.9: In addition to the provisions contained therein, the vendor agrees to sign such documentation that may be reasonably requested by the State to insure that title is vested in the State.
4.10: The following provision is DELETED from the contract: “Neither Party shall be liable for incidental, special, consequential or punitive damages.”
4.11: In addition to the provisions contained therein, the Vendor agrees to provide: (d) a Professional Liability Insurance Policy with a limit of liability not less than $1,000,000 for each claim, and not less than $1,000,000 in the aggregate on an annual basis, for errors, omissions or negligent acts arising out of the performance of (or the failure to perform) professional services hereunder such as, but not limited to: systems analysis, system design, programming, data processing, consulting, system integration and information services. The Professional Liability coverage shall include contractual liability coverage in support of the Vendor’s indemnification agreements in favor of ISBE, shall be written on a “claims made” basis and must be maintained for a period of not less than three (3) years following the date of final payment to the Vendor for all such Services; (e) a Cyber Liability insurance Policy with limits of liability not less than Two Million and 00/100 Dollars ($2,000,000.00) per claim and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate covering claims involving privacy violations, information theft, failure of computer security, wrongful release of personal information, damage to or destruction of electronic information, and failure to prevent transmission of malicious code, including expenses for notification as required by local, state or federal guidelines. The Policy will be a claims-made program with any prior acts exclusion predating both the date of this Agreement and any earlier commencement of Services. Such coverage shall either be maintained continuously for a period of 2 years after expiration or termination of this Agreement or secure a 2-year extended reporting provision. The Vendor shall cause all of its subcontractors to purchase and maintain insurance coverages identical to those required of the Vendor hereunder. Insurance shall not limit Vendor’s obligation to indemnify, defend or settle any claims.
Additions to SECTION 4:
| 4.28. | PERFORMANCE OF THE SERVICES. The Vendor shall perform the Services (i) with a high degree of skill, care and diligence, (ii) in accordance with the highest professional standards, and (iii) in accordance with the schedule of deliverables set forth in the Proposal. The Vendor, and any subcontractors retained by the Vendor to perform Services under this Contract, shall not discuss the Services it is providing hereunder or engage in any public relations activities, including but not limited to, engaging the news media with regard to the Services, unless specifically requested or allowed to do so by ISBE. The Vendor shall provide all personnel, materials and equipment necessary to undertake the Services and to fulfill the purposes of this contract. The Vendor will use personnel suitably qualified and experienced to perform the Services in accordance with the requirements of this contract. Neither the Vendor nor its personnel or subcontractors shall be considered agents or employees of the Agency or the State. | ||
| 4.29. | VENDOR DEFAULT: The occurrence of any one or more of the following matters constitutes a default by the Vendor under this contract (a “Vendor Default”): | ||
| 4.29.1. | The Vendor becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due; | ||
| 4.29.1.1. | The Vendor shall commence or consent to any case, proceeding or other action (a) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of the Vendor or of the Vendor’s debts under any law relating to bankruptcy, insolvency, reorganization or relief of debts, or (b) seeking appointment of a receiver, trustee or similar official for the Vendor or for all or any part of the Vendor’s property; | ||
| 4.29.1.2. | Any case, proceeding or other action against the Vendor shall be commenced (a) seeking to have an order for relief entered against the Vendor as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of the Vendor or the Vendor’s debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, or similar official for the Vendor or for all or any part of the Vendor’s property; | ||
| 4.29.1.3. | The breach of any representation, certification or warranty made by the Vendor herein or the Vendor’s failure to comply with any provision of this contract; or | ||
| 4.29.1.4. | The Vendor’s attempts to assign, convey or transfer this contract or any interest herein without the Agency’s prior written consent. | ||
| 4.29.2. | Upon the occurrence of a Vendor Default, the Agency may, without prejudice to any other right or remedy it may have under this contract or at law and/or in equity, terminate the contract and/or the Vendor’s right to perform Services under this contract. In either such case, the Agency may finish the Services by whatever method it may deem expedient. Any damages incurred by the Agency as a result of any such Vendor Default shall be borne by the Vendor at its sole cost and expense, shall not be payable as part of the contract amount, and shall be reimbursed to the Agency by the Vendor upon demand. |
| 4.30. | STUDENT RECORDS. The Vendor will comply with the relevant requirements of the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. 1232g), the Illinois School Student Records Act (ISSRA) (105 ILCS 10/1 et seq.), and the Student Online Personal Protection Act (SOPPA) (105 ILCS 85/1), regarding the confidentiality of student “education records” as defined in FERPA and “school student records” as defined in ISSRA, and “covered information” as defined in SOPPA. Any use of information contained in student education records to be released must be approved by the Agency. To protect the confidentiality of student education records, the Vendor will limit access to student education records to those employees who reasonably need access to them in order to perform their responsibilities under this contract. Any student records in the Vendor’s possession shall be returned when no longer needed for the purposes for which they were provided, or at the Agency’s request, they shall be permanently destroyed, and the Vendor shall provide written confirmation upon the destruction of student records. Student records shall not be archived, stored or retained in any manner and shall not be retained for any period longer than the Term of the contract. | ||
| 4.31. | REPORTING. During the Term, the Vendor will provide monthly progress reports due to the Agency on the 1st of each month. The Vendor will also provide a listing of the Services completed as an accompaniment to all invoices sent to the Agency for payment together with such other supporting documentation as the Agency may reasonably request. | ||
| 4.32. | KEY PERSONS. The Parties agree that availability of and performance of Services by, when assigned to perform such Services, Vendor’s staff is key to the satisfactory performance of this contract by the Vendor. The Vendor shall not substitute for key personnel assigned to the performance of this Contract without prior written approval from the Agency project manager except as follows: | ||
| a. | The Agency may request at any time the removal of (and the Vendor will remove) any individual performing Services if the Agency reasonably believes that individual is not qualified to perform the Services or tasks required of that individual. | ||
| b. | Should any of the said key individuals cease employment with the Vendor during the Term or become unavailable to perform the work assigned to them, the Vendor shall immediately notify the Agency in writing of such occurrence. The parties shall promptly confer and determine and provide for the basis upon which the Vendor shall assure satisfactory performance of the required work. They shall verify their understandings in writing and retain a record of such verification as part of the record of the Vendor’s performance of this contract. | ||
| 4.33. | WEBSITE INCORPORATION. The Agency expressly states that it will not be bound by any content on the Vendor’s website, even if the Vendor’s documentation specifically referenced that content and attempts to incorporate it into any other communication, unless the Agency has actual knowledge of such content and has expressly agreed to be bound by it in a written agreement that has been manually signed by an authorized representative of the Agency. | ||
| 4.34. | GENERAL PROVISIONS. | ||
| 4.34.1 | Entirety. This contract constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any other negotiations, agreements or communications, whether written or oral, that have been made by either Party. The intent of the contract is to include items and services necessary for the proper execution and completion of the Services by the Vendor, including, without limitation, all such items and services which are consistent with, contemplated by, or reasonably inferable from the contract, whether or not such items and services are specifically mentioned herein. | ||
| 4.34.2 | Certifications and Assurances. | ||
| 4.34.2.1 | The Vendor agrees to comply with the provisions of the Illinois Procurement Code prohibiting conflicts of interest (30 ILCS 500/50-1-75) and all of the terms, conditions and provisions of those Sections apply to this contract the same as though they were incorporated and included herein. | ||
| 4.34.2.2 | Vendor certifies that during the last five (5) years no order, judgment or decree of any Federal authority has been issued barring, suspending, or otherwise limiting its right to contract with any governmental entity, including school districts, or to engage in any business practice or activity. Vendor further certifies that it will include this certification within every subcontract related to performance of this contract. | ||
| 4.34.3 | Counterparts. This contract may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument, binding on all Parties hereto, notwithstanding that all Parties are not signatories to the same counterpart. Signatures received by facsimile or signatures contained in a Portable Document Format (PDF) by any of the Parties shall have the same effect as original signatures. | ||
| 4.34.4 | Cumulative Rights. Except as otherwise provided in this contract, rights and remedies available to the Agency and/or the Vendor as set forth in this contract shall be cumulative with and in addition to, and not in limitation of, any other rights or remedies available to such Parties at law and/or in equity, and any specific right or remedy conferred upon or reserved to the Agency and/or the Vendor in any provision of this contract shall not preclude the concurrent or consecutive exercise of a right or remedy provided for in any other provision hereof. | ||
| 4.34.5 | Amendment. This agreement may only be amended in writing signed by both Parties. | ||
| 4.34.6 | Severability. In case any provision in this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall be not affected. | ||
| 4.34.7 | Return of Property. Upon termination or expiration of the Term or at ISBE’s request, the Vendor shall immediately return all property to ISBE. | ||
| 4.34.8 | Stevens Amendment. Successful bidders will be subject to the provisions of Section 511 of P.L. 101-166 (the “Stevens Amendment”) due to the use of federal funds for this program. All announcements and other materials publicizing this program must include statements as to the amount and proportion of federal funding involved. Approximately 50% of funds for the initial contract period will be from federal sources. |
4.34.9 Internal Controls. If applicable and upon request, the Vendor shall provide the Agency, at no cost, with a copy of the most recent Annual Report or Form 10-K of itself or its holding company, along with its most recent audited internal control documentation. This shall include, but is not limited to, the most recent Service Organization Control (“SOC”) 2 Type II report, any applicable bridge letters, and other relevant SOC reports, such as SSAE 16 or SSAE 18 reports. These documents must include the attestation of the company’s independent registered public accounting firm regarding the effectiveness of the Vendor’s internal controls over financial reporting.
In the event the Vendor utilizes sub-service organizations and their controls are not included under the Vendor’s SOC 2 report via the inclusive method, the Vendor shall also provide, upon request, the SOC 2 Type II reports, including any applicable bridge letters, of those sub-service organizations to ensure full visibility into the control environment supporting the services provided to the Agency.
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