State of Illinois Contract v.25.4

State of Illinois

Department of Commerce & Economic Opportunity

Contract

Oracle CX Maintenance Support Enhancement & Training

27-420DCEO-TRDEI-B-54108

The Parties to this contract are the State of Illinois acting through the undersigned Agency

(collectively the 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:

Vendor will offer monthly support as a commitment for various services to support DCEO’s Oracle Service Cloud platform.

DCEO will receive the following services:

● Initial assessment

● Monthly planning session with your Lead Consultant and your Sales

Representative

● External access to our CPI Collaboration Portal

● Available Messaging access to CPI Resources

● Guaranteed access to planned resources

● Priority access to unplanned resources

● Enhanced response time targets

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

Vendor will continue to support and provide the enhancement of the OTI Oracle-based

CRM environment with a focus on operational stability, staff capability, improved financial and reimbursement processing, reporting, event and ISTEP lifecycle management, and increased automation.

1. Ongoing OTI CRM Support and Maintenance

Vendor will provide ongoing technical support and maintenance for the existing CRM environment, including:

• Troubleshooting and resolution of CRM defects and system issues.

• Resolution of issues resulting from Oracle platform updates or configuration changes.

• Maintenance and refinement of existing functionality. · Support for existing reports, forms, menus, workflows, and other implemented CRM capabilities.

• Minor configuration adjustments necessary to maintain existing business processes.

• Ongoing maintenance and enhancement of Client Lead functionality after completion of the current contracted work.

2. User Training and Knowledge Transfer

Vendor will provide targeted CRM training and knowledge transfer for designated

OTI/DCEO/DoIT staff. Training should include sufficient documentation, permissions, and hands-on instruction to allow staff to perform appropriate routine functions without vendor assistance.

Initial training needs include:

• Creating and maintaining dropdown menu values.

• Consolidating and resolving duplicate client profiles.

• Editing and standardizing organization names.

• General CRM administrative and operational functions needed to support routine business activities.

• Creating, modifying, and maintaining reports.

• Training designated staff, including Edward Lee, to create new reports where feasible.

• Identification and provision of appropriate Oracle permissions and access required for report creation.

• Documentation of the report creation and maintenance process.

• Technical handoff and knowledge transfer to designated DoIT staff for ongoing

Oracle CRM support, administration, and troubleshooting.

3. Financial Data Functionality

Vendor will complete and refine the Financial Data area of CRM so that it is fully functional and supports the intended financial and reimbursement processes. The objective is for CRM to become the primary source of financial and reimbursement-related program information.

Scope should include:

• Completion of identified Financial Data requirements.

• Logical organization and presentation of financial information.

• Ability to capture information required by OTI Fiscal.

• Reuse of information already entered elsewhere in CRM where practical.

• Reduction of duplicate data entry between CRM, SharePoint trackers, approval documents, and reimbursement documents.

• Initial refinements identified as the Financial Data functionality moves into regular operational use.

4. Automated Approval Letter Generation

Vendor will design and implement functionality to generate company approval letters directly from information maintained in CRM. The system should use the approved business template and required fields, or validation should be used where appropriate to help ensure information is complete before a letter is generated.

CRM should capture the information required for the approval letter, including:

• Company Name

• Program Name

• Mission/Show Dates

• Location

• Number of Travelers

• Number of Nights

• Current GSA Rate

• Reimbursement Percentage

• Maximum Reimbursement for Program Costs

• Approved Marketing Amount

• Approved Shipping Amount

Planning note: Information already captured elsewhere in CRM should be reused wherever practical rather than entered again solely for the letter of approval.

5. Automated Company Reimbursement Form

Vendor will design and implement functionality to generate the Company

Reimbursement Form used by OTI Fiscal from information maintained in CRM. The intended process is for core company and program information to be entered once and reused for the approval letter, Financial Data, and Company Reimbursement Form.

The solution should:

• Reuse information captured during the company approval process.

• Populate applicable Financial Data fields automatically.

• Populate the reimbursement form using information already available within

CRM.

• Minimize duplicate manual entry by Trade Specialists, program staff, and Fiscal staff.

• Allow additional reimbursement-specific information to be entered when necessary.

6. Outstanding Reimbursement Tracking and Automated Reminders

Vendor will develop functionality to identify and follow up on company reimbursements that remain outstanding after the applicable mission or show.

The solution should support:

• Track the status of expected company reimbursements.

• Use Mission/Show Dates maintained within CRM to determine when follow-up is required.

• Identify reimbursements outstanding more than 60 days following the mission/show.

• Generate automated reminder notifications.

• Include the appropriate Trade Specialist in reminders or follow-up activities.

• Provide visibility into outstanding reimbursements through reporting or dashboards.

7. PPS and Follow-Up Survey Information and STEP Reporting

Vendor will create a centralized CRM capability for viewing and reporting PPS and follow-up survey information without requiring staff to open or download individual forms. The functionality should help identify late survey submissions that have not yet been included in STEP reporting and reduce the risk that late information is overlooked.

The solution should provide access to:

• PPS survey results and data.

• Follow-up survey results and data.

• Reporting status for each applicable survey/result.

• STEP grant under which the information was reported.

• Quarter in which the information was reported.

• Identification of information received after the original reporting period.

8. Reporting Enhancements, Inventory, and Organization

Vendor will develop and refine CRM reporting capabilities to support program operations, financial management, management oversight, STEP reporting, and improved self-service reporting. In addition, assess and organize the existing OTI reporting environment so staff can readily identify and use available reports.

This may include:

• Inventory existing OTI reports and identify their current location and status.

• Document the purpose and intended use of existing reports.

• Identify any duplicate, obsolete, incomplete, or unused reports.

• Identify reports that require modification, replacement, or new development.

• Organize reports in a logical structure accessible to designated OTI staff.

Reporting needs may include:

• Financial and reimbursement reports.

• Client Lead reports.

• Mission/show reports.

• PPS and follow-up survey reports.

• Outstanding reimbursement reports.

• STEP reporting support.

• Additional operational and management reports identified during the contract period.

Planning note: Existing report requirements to validate with CPI include Activity Detail, Activity Summary, Financial, Participant Summary, Disadvantaged Classification

Summary, Foreign Office Regional Summary, County Region Summary, Participant

County Region Summary, Trade Mission, Individual Company, Summary

(Quarterly/Annual/Lifespan), and Follow-Up Report/notification capability.

9. Process, Data Reuse, and User Experience Improvements

Vendor will review opportunities to simplify how staff access and use information within

CRM. Particular attention should be given to reducing the current need to navigate numerous tabs, screens, attachments, spreadsheets, and separate documents to locate related information.

Enhancements should support:

• Logical grouping of related information.

• Improved visibility of information needed for reimbursement processing and

STEP reporting.

• Reduced downloading and opening of individual attachments.

• Reuse of existing data instead of repeated entry.

• Improved consistency and completeness of information.

• Streamlined workflow across event planning, company approval, financial processing, reimbursement, surveys, and reporting.

10. ISTEP Grant Performance Tracking and EOY Reporting

Vendor will develop reporting capabilities within CRM to support ISTEP grant performance tracking and end-of-year reporting. Reports should use information maintained within CRM, where available, to reduce manual data collection and provide a consistent source for ISTEP grant performance and EOY reporting.

Reporting should include:

• Return on Investment (ROI).

• Actual sales reported.

• Annual Report of Exports.

• Minority participation/demographic reporting.

• Group Missions performed.

• Number of clients engaged.

• Percentage of engaged clients that are minorities.

• Counties represented in client engagements.

11. Event Form and ISTEP Process Integration

Vendor will integrate the existing Oracle Event Form into the ISTEP process and establish it as part of the operational workflow used by Trade Specialists.

The Event Form process should include:

• Allow Trade Specialists to initiate and submit Event Forms in CRM.

• Track Event Form review and approval status.

• Associate approved Event Forms with subsequent ISTEP activity/application information.

• Maintain relationships among the event, participating companies, reimbursement activity, PPS, follow-up surveys, financial information, and reporting.

• Reuse Event Form information in later stages where practical.

• Event Form should allow Trade Specialists to prioritize Events such as Priority

Level: Priority 1, Priority 2, or Priority 3.

• Submission and approval status of Events.

• Event Form information available to download to Excel for review and approvals.

• Provide a Summary Report of all the Events showing priorities, costs, deadlines, etc.

Planning note: The intended lifecycle is: Event proposal/submission -> Event approval -

> ISTEP application -> Reimbursement and PPS -> Follow-up surveys -> Reporting.

12. Event ROI and Performance Tracking

Vendor will develop event-level performance and ROI reporting to support OTI evaluation of trade shows and missions and annual decisions about future events and

SBA/STEP funding.

• Total Costs.

• Actual Exports.

• Projected Exports.

• ROI based on Actual Exports.

• ROI % based on Actual Exports.

• ROI based on Projected Exports.

• ROI % based on Projected Exports.

• Jobs Created.

• Jobs Retained.

• Total Number of Companies.

Planning note: Business-provided formulas: ROI = Exports - Total Costs; ROI % =

(Exports / Total Costs) - 1. The solution should support both actual-export and projected-export ROI because export contracts may take time to materialize after an event.

13. Leadership Visit Identification

Vendor will add company-level information to help OTI identify businesses that may be appropriate for leadership visits.

• Appropriate for Leadership Visit: Yes/No.

• Leadership Visit Comments: free-text description of why the company/location may be appropriate, such as machinery, workforce, facility characteristics, or other notable attributes.

• Ability to search or report on companies identified as potential leadership-visit locations.

14. Client Visit Tracking

Vendor will add client-level functionality within CRM to track OTI visits to companies and make that information readily available when a company applies for ISTEP participation.

The client record should include:

• Date of client visit.

• Trade Specialist who conducted the visit.

• Maintain a visit history of prior client visits so staff can determine whether an additional visit may be needed when reviewing a subsequent ISTEP application.

15. Usage Limits

The State agrees to use the support services within the defined usage limits specified in the agreement. CPI Solutions may also temporarily suspend or modify future months' support limits to stay within the constraints of the contract. The State will be notified in advance of any impending usage limit breaches and provided with options for resolution, which may include increasing the Contract value through a Change Order approved by the State or adjusting usage patterns to remain within the agreed limits.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. High-Level Timeline

This section will summarize the anticipated timing, sequencing, and major milestones for the FY27 scope items. The timeline may be presented as a graphic, table, or other concise format that clearly shows when the major scope items are expected to occur.

Timeline Planning Note: The timeline below represents CPI Solutions anticipated sequencing of the FY27 scope based on current priorities, dependencies, and the contracted allocation of up to 300 hours of configuration labor. Specific activities may overlap across monthly service periods, and priorities may be adjusted collaboratively between CPI Solutions and State of Il through the monthly planning process based on business needs, requirements validation, testing results, Oracle platform considerations, and available contracted hours.

Ongoing CRM support, maintenance, training, reporting refinement, and minor configuration activities may occur throughout the contract period.

Deliverable Service Period Est.

Hours

Anticipated Scope Focus / Major Milestones

1 September 2026 12.5 Kickoff & Prioritization — Confirm FY27 priorities, validate requirements and sequencing, review current CRM environment, establish implementation backlog and monthly work plan.

2 October 2026 25 Foundation & Training — Begin targeted user/admin training and knowledge transfer; reporting inventory; process/data review;

initiate Financial Data refinements.

3 November 2026 25 Financial Data & Process Improvements — Continue Financial Data functionality; identify opportunities for data reuse; begin Event Form/ISTEP process integration and workflow refinement.

4 December 2026 25 Event & ISTEP Integration — Advance Event Form submission/approval workflow, priorities and reporting; continue financial and reporting enhancements.

5 January 2027 25 Approval Automation — Develop automated Company Approval Letter functionality using CRM data; continue Event/ISTEP integration and UX improvements.

6 February 2027 25 Reimbursement Automation — Develop Company Reimbursement Form; reuse approval and Financial Data information; reduce duplicate entry across processes.

7 March 2027 25 Reimbursement Tracking — Implement outstanding reimbursement tracking, 60-day identification/reminders, Trade Specialist notifications, and related reporting.

8 April 2027 25 PPS / Follow-Up & STEP Reporting — Centralize PPS and follow-up survey information; identify late submissions; enhance STEP reporting visibility.

9 May 2027 25 ISTEP Performance Reporting — Develop ISTEP grant performance and EOY reporting, including ROI, sales, exports, participation, missions and client engagement metrics.

10 June 2027 25 Event ROI & Performance — Develop event-level ROI/performance reporting using actual/projected exports, costs, jobs created/retained and company participation.

11 July 2027 25 Reporting & Operational Enhancements — Complete priority report enhancements; organize report inventory; refine operational dashboards and self-service reporting.

12 August 2027 25 Optimization & Knowledge Transfer — Complete remaining process/UX improvements, Leadership Visit and Client Visit functionality, documentation and staff/DoIT knowledge transfer.

13 September 2027 12.5 Closeout & Transition — Final validation, outstanding refinements, documentation, knowledge transfer, FY27 accomplishments review and recommendations for future enhancements.

Total Configuration Labor

300 Value Not to Exceed: $90,000

1.3.2. Delivery Phases and Milestones

The delivery milestones will include the following high-level activities to be completed by the

Project Team/DCEO. The deliverables defined in the formalized Monthly Delivery Items produced by the Project Team will be delivered at each Monthly Milestone of the

Maintenance Support Engagement.

Phase 1: Plan

Activities include:

• Define success criteria

• Verify project strategy alignment with business objectives.

• Assess Risk and Set Baseline Metrics

• Establish Steering Committee

• Verify Team Roles & Responsibilities

Deliverables include:

• Project Plan

• Project Status Template

Phase 2: Design

Activities include:

• Project Team Training

• Validate requirements

• Define a testable System Design (functional and technical)

• Plan Production Cutover

Deliverables include:

• Functional Design Document

• Technical Design Document

• Production Cutover Plan

Phase 3: Configure

Activities include:

• Implement product configuration

• Custom Development Work

• Custom Integration Work

Deliverables include:

• Fully Configured Test Environment

• Revised Design Documents

• Kickoff Guide Test Plan & Test Cases

• Revised Production Cutover Plan

Phase 4: Test

Activities include:

• System & Integration Testing

• User Acceptance Testing

• Deployment Readiness

Deliverables include:

• Fully Executed Test Plan & Cases

• Revised Production Cutover Plan

Phase 5: Deploy

Activities include:

• Train-the-Trainer Training

• Agent Training

• Go / No-Go Cutover Meeting

• Production Cutover

Deliverables include:

• Fully Executed Cutover Plan

• “Live” Production Environment

Phase 6: Results

Activities include:

• Analytics Training

• Project Results Meeting

• Transition to DCEO for Agent Support

Deliverables include:

• Project Results Document (Post 15 days)

1.4. VENDOR/STAFF SPECIFICATIONS:

IL DCEO Key Players in Successful CX Solutions Implementation

DCEO Business/Product Owner – This will be a representative from DCEO Project Staff and member of the Change Control Point for the applications. Weekly project commitment is 3 hours per week.

DCEO Knowledge System Owner – This will be the existing system owner for the application member of the Change Control Team for the application integration. Weekly project commitment is 3 hours per week.

Testing Methodology

The Project Team’s Quality Control Plan is used to confirm that the software and services function together to successfully deliver the CX Solution and remain on track. Acceptance tests ensure requirements are met and that everything is as it should be to satisfy the business objectives of DCEO.

In the development & unit testing phases, the following activities will take place, for the solution:

• Develop the Rule Models necessary for each form, including rule documents, properties file attributes, and additional verb definitions (if necessary).

• Unit tests the rule models using the CX debugger to verify their correct behavior.

• Develop the CX interviews for each rule model, including question screens.

• Unit tests the interview flow and interview screens using the OIA debugger to verify their correct behavior.

User Acceptance Testing

Project Team Quality Control Plan:

In this phase the applicable rule model(s) will be tested in conjunction with the client and the Service Cloud Team to validate their proper behavior. To achieve this the following activities will take place:

• The client will be presented with a demo of the application during the demo tasks.

• The applicable corrections and demo feedback will be documented and processed, resulting in fixes.

• The client will be presented with a series of test cases, which will be executed during the User Acceptance Testing tasks.

• The results of the User Acceptance Testing will be documented, and any necessary fixes will be applied.

• Capture user requirements in a directly verifiable way

• Identify problems which unit or integration tests might have missed

• Provide an overview on how “done” the system is for go-live and production

Overview of Quality Control Plan Process

User Acceptance Tests consist of a set of test steps which verify if specific requirements are working for the IL DCEO user community.

User Acceptance Testing Types:

Technical Testing

Technical Testing will take place in the development environment and will be done by the

Project Team before the product is even released for User Acceptance Testing or external testers. The feedback collected from the user testers will then be used to fix certain issues or bugs and improve the usability of the solution prior to the Beta Testing process.

Beta Testing

Beta Testing, also known as “regression testing”, will take place with a sampling of the IL

DCEO users identified as “test users”. These future end-users and beta testers will provide feedback, which in turn leads to improvements of the application.

Production Acceptance Testing

Production Acceptance Testing will be used to examine use-cases and test them to ensure there are workflows in place to allow the application to meet the IL DCEO business objectives. These tests will include workflows, knowledge management, user training, and various maintenance processes and security checks. Production Acceptance Testing will be employed as a method of software testing which will analyze and validate that Go-Live functionalities and features are working properly and ready for day-to-day operations.

1.5. SUBCONTRACTING:

Subcontractors are not allowed.

1.5.1. Will subcontractors be utilized? Yes No

1.6. 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 Offeror shifts any such work outside the United States.

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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.

2.2. 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.

2.2.1. Deliverable Payment Schedule :Actual Hours Used to be billed monthly with supporting documentation by CPI Solutions to the State.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $90,000.00 without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon September 17,2026 or the last dated signature of the Parties and ending

September 16, 2027, or one year from the last dated signature of the Parties. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2. 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.

3.4. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540;

74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the

State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of

$1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement

Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the

Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, 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 DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with

Federal funds. If Federal funds are expected to be used, then the percentage of the https://labor.illinois.gov/ 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.

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.

Payment Provisions

A) Vendor shall submit invoices to the Department at a frequency agreed upon by the

Department, but no less than a quarterly basis throughout the term of this Contract.

B) Invoices for services delivered prior to July 1 of any year must be presented to the

Department no later than July 31 of that year; otherwise, [vendor] may have to seek payment through the Illinois Court of Claims.

C) Billings shall conform to State fiscal year requirements, including prorating, if necessary, notwithstanding any contrary provision herein. By submitting its invoices, [vendor] represents that the services have met all written requirements of the Contract.

D) Upon request by the Department [vendor] shall submit invoices in reference to an agreed upon workplan.

E) Invoices shall be submitted as a PDF to CEO.AccountsPayable@Illinois.gov and include:

1. Reference to an appropriate 10-digit contract number or DCEO issued purchase order number.

2. Invoiced amount due, invoice date, vendor’s invoice number, remittance address, and period of service.

3. An itemized list of products or services rendered within the invoice period which must include:

i. Detailed accounting of hours worked along with a description of the services provided, and how such services relate to the completion of specific milestones and/or deliverables under this Contract.

ii. Supporting documentation to support payment of amounts within the invoice including but not limited to: hourly billed rate in accordance with the Contract, copies of receipts, time report logs, and other materials upon request from Agency.

iii. Evidence of agency pre-approval must be submitted along with detailed receipts when submitting invoices for reimbursement of food and travel expenses

F) Vendor’s invoices shall not include sales tax that is charged directly to the Department.

Additionally, Vendor may not use the Department’s tax-exempt certification to exempt themselves from any tax liability. However, if Vendor incurs taxes while purchasing goods or services on behalf of the Department, the cost may be included on invoices and are allowed to be reimbursed, so long at the invoice is deemed an appropriate expense under the contract.

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 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 funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

State.

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a

Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

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

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois

Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law 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 whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

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

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a), (b) of the Constitution of the

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

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the

State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property

Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and

Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

4.12. 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.

4.13. 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.

4.14. 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.

4.15. BACKGROUND CHECK: 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.

4.16. APPLICABLE LAW:

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

4.16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal

Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the

Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4. 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).

http://www.ilga.gov/legislation/ilcs/ilcs.asp

4.17. 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.

4.18. 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.

4.19. 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.

4.20. 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.

4.21. 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.

4.22. 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 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.

4.23. 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) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

4.24. 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.

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. 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.

4.25.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the

State’s payment, acceptance, inspection or failure to inspect the supplies.

4.25.3. Vendor warrants that all services will be performed to meet the requirements of this contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in accordance with this contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

4.26. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform this contract.

4.27. EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the

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