Executed BOA P-82560-20 HCM GSA LStamp BPW 9.15.25 v2.pdf

State of Illinois Chief Procurement Office General Services 1 BOA for Orders Against Master Contracts V.18.1 DoIT Legal – March 2023

ORDERING INFORMATION

Item

Description (manufacturer, model, serial number, feature, etc.)

Qty

One Time Charge

Unit Extension 1 Deliverable: Initiation, planning, and most system review & Workshops 1 $90,000 2 Deliverable: Complete System review & Workshops, Assessment for initial summary of analysis. 1 $104,000 3 Deliverable: Final Report and Presentation. 1 - -

BOA Total NTE: $194,000.00

STATE OF ILLINOIS BASIC ORDERING AGREEMENT (BOA) for Orders Against Master Contracts The terms and conditions of this BOA, including those terms and conditions set forth in the additional documents referenced below, and any continuation sheets, constitute the entire agreement between the parties with respect to the subject matter of this BOA. State documents will prevail in the event of a conflict between State and Vendor documents. The State shall not be bound by terms and conditions contained in any other document except as attached herein.

CONTACT INFORMATION

Vendor Name: International Business Machines Corporation Address: 1 Orchard Road, Armonk, NY 10504 Contact: Soma Roy Phone #: 1 848 248 3288 Email: somaa.roy@us.ibm.com

State Agency Name: Department of Innovation and Technology Address: 120 W. Jefferson Street, Springfield, IL 62702 Contact: Dave Carter Phone #: 217-299-9678 Email: dave.carter2@illinois.gov

Bill To:

Dept of Innovation & Technology Attn: Accounts Payable 120 W. Jefferson Street Springfield, IL 62702 DoIT.AccountsPayable@illinois.gov

Ship To:

Dept of Innovation & Technology 5300 S 6th St Frontage Rd E Springfield, IL 62703 Phone: 217-557-1122 DoIT.ITPO.Communications@illinois.gov

CONTRACT INFORMATION

Contract #: P-82560:20 Action: New Acquisition Type: Service Payment Cycle: Periodic Terms and Conditions: BOA Terms and Conditions Master Contract # for Terms and Conditions:

P-82560|9100001997

Term:

Begin Date:

Date of Execution

End Date:

12/20/2025

In processing this BOA, Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest, if any, as attached to the Master Contract referenced above are true and accurate as of the date of Vendor’s processing of this BOA.

mailto:somaa.roy@us.ibm.com mailto:dave.carter2@illinois.gov mailto:DoIT.AccountsPayable@illinois.gov mailto:DoIT.PSVM@illinois.gov

State of Illinois Chief Procurement Office General Services 2 BOA for Orders Against Master Contracts V.18.1 DoIT Legal – March 2023

ADDITIONAL INFORMATION / REFERENCES / ATTACHMENTS

Master Contract #25-448DOIT-INFOT-P-82560 |9100001997 (To the extent that the Master Contract, including any additional licensing/product specific terms or other attachments thereto, expires or terminates, the terms and conditions of the Master Contract shall survive and continue to apply to the products and services being provided under this BOA.

Further, the terms and conditions of the Master Contract shall continue to govern beyond the Term of this BOA and throughout the life and duration of the products/licenses and any related services being provided hereunder.) IBM SOW titled “DoIT SAP Assessment Services 8 Weeks 9.8.25

SIGNATURES: The undersigned parties agree to these terms and conditions.

Vendor State of Illinois

Signature: N/A State Agency: Department of Innovation and Technology

Printed Name: Signature agency representative:

Title: Printed Name: Brandon Ragle by Christopher Brinkmeyer

Date: Title: Acting Secretary by Agency Procurement Officer

Date:

State of Illinois

ALL NOTICES TO:

Email: DoIT.ITPO.Communications@illinois.gov and DoIT.GeneralCounsel@Illinois.gov State of Illinois

Signature agency representative: Signature agency representative:

Printed Name: Printed Name:

Title: Title:

Date: Date:

STATE USE ONLY

Reference Number: R-283334 / P-82560 Source Selection Method: Order Against Master Is Financing Needed? No Using Agency Funding Source:

• Fiscal Year: 2026

• Type: State

Approp. Account Code: 304-448-01-1900-0000 Detailed Expenditure Object Code: N/A IPB Reference Number: B-48169 IPB Publication Date: 6/11/2025 Award Code: B Original Procurement Method: RFP Subcontractors Utilized? Yes Subcontractors Disclosed? Yes

Reviewed as to legal clause sufficiency – BPW 09/15/2025 mailto:DoIT.ITPO.Communications@illinois.gov mailto:DoIT.GeneralCounsel@Illinois.gov

10.1 Compliance with Laws and Regulations

Each party will comply with all applicable export and import Laws and associated embargo and economic sanction regulations, including those of the United States, that prohibit or restrict the export, re-export, or transfer of products, technology, services, or data, directly or indirectly, to certain countries, or for certain end uses or end users. Client shall not provide content that is export controlled or requires an export license by IBM or its Affiliates.

10.2 Data Processing Protection

DolT agrees that no Client personal data that is subject to i) the European General Data Protection Regulation (E/2016/679) ("GDPR"); or ii) any other relevant data protection law, will be provided to IBM for processing on behalf of the DolT under this transaction. In the event DolT Client personal data will be supplied to IBM, the parties will negotiate a revised SOW before any such data is supplied to IBM. For the avoidance of doubt, nothing in this SOW shall be construed as imposing GDPR or non-U.S. jurisdiction, obligations or requirements on Customer.

10.3 IBM Performance Warranty

IBM warrants that it performs each IBM service using reasonable care and skill and according to its current description contained in the Agreement and this SOW. IBM further warrants that all services will be performed in a good and professional manner by trained and competent personnel and according to the current description in the Agreement and this SOW. IBM shall monitor performances of each individual and shall reassign immediately any individual who is not performing to professional standards, who is disruptive or not respectful of others in the workplace, or who in any way materially violates the Agreement, this SOW, or any State policies provided, publicly available, or identified and accessible by IBM.

11. Signature Acceptance

This SOW, its Appendices and the Agreement identified below, and the State of lllinoi Basic Ordering Agreement (BOA) are the complete agreement regarding Services, and replace any prior oral or written communications, representations, undertakings, warranties, promises, covenants, and commitments between you and IBM regarding the Services.

Each party accepts the terms of this SOW by signing this SOW {or another document that incorporates it by reference) by hand or, where recognized by law, electronically. Once signed, please return a copy of this document to the IBM address shown below. Any reproduction of this SOW made by reliable means is considered an original. If there is a conflict between the terms of this SOW and the Agreement, the terms of this SOW will govern.

Agreed to: Agreed to:

State of ILL - Department of Innovation and Technology (Do/T)

By ______________ _

�uthorized signature ifitle: Acting Secretary by Agency Procurement Officer

International Business Machines Corporation

("IBM")

By Soma Roy

Authorized signature

Soma Roy (Sep 15, Title: Lead Client Partener

Name (type or print): Brandon Ragle by Christopher Brinkmeyer Name (type or print): SOMA ROY

Date: Date: Sep a, 2025

Agreement name: Parties agree that the terms and conditions of the State of Illinois Department of Innovation and Technology Contract# 25-448DOIT-INFOT-P-82560:12 apply to this SOW.

Document Name: R-283334 BOA HCM GSA FVE 9.15.25.pdf Transaction ID: CBJCHBCAABAArJy6oZX0pDXigKDq5HyhoVm7dakMOjkc

Reviewed as to legal clause sufficiency – BPW 09/15/2025

Appendix A: Project Procedures

A - 1: Project Change Control Procedure

a. Project Change Request (PCR) is used to document a change and the effect the change will have on the Services. Both parties will review the PCR and agree to implement it, recommend it for further investigation, or reject it. IBM will specify any charges for such investigation, subject to mutual agreement of the parties.

b. IBM and DoIT may determine that it is necessary to exceed the number of estimated hours for the Services as stated in the "Charges" section. In such event, DoIT may authorize additional hours and funding by written request as determined by DoIT. The request must reference the SOW number. Through the end of this SOW during which this SOW is originally executed, additional hours, funding, and End Date extension may be requested in writing, at the originally contracted hourly rate, specified in the "Charges" section.

c. Notwithstanding anything in this Appendix or SOW to the contrary, outside the scope of this SOW that require additional fees, charges, expenses, costs, or expenditures of any kind, may be subject to the requirements and limitations of the Illinois Procurement Code {30 ILCS 500) and/or internal DoIT approvals. In no event shall DoIT be penalized or considered in breach of the Agreement if such further changes or expenditures are not agreed to or authorized by DoIT.

A-2: Deliverable Acceptance Procedure

c. Within five (5) business days of confirmed receipt, DoIT Point of Contact will either accept a deliverable or provide IBM with a list of requested revisions; otherwise, the deliverable will be deemed accepted.

d. The revisions recommended by DoIT and agreed to by IBM will be made and the deliverable will be resubmitted and deemed accepted.

e. The revisions recommended by DoIT and not agreed to by IBM will be managed through the Project Change Control Procedure. Notwithstanding anything in this Appendix or SOW to the contrary, any changes outside the scope of this SOW that require additional fees, charges, expenses, costs or expenditures of any kind, may be subject to the requirements and limitations of the Illinois Procurement Code (30 ILCS 500) and/or internal DoIT approvals. In no event shall DoIT be penalized or considered in breach of this SOW or the Agreement if such further changes or expenditures are not agreed to or authorized by DoIT.

A - 3: Escalation Procedure

DoIT and IBM will meet to resolve issues relating to the Services.

a. If an issue is not resolved within three (3) business days, DoIT’s executive sponsor will meet with IBM's Services specialist to resolve the issue.

b. If the conflict is resolved, the resolution will be addressed through the Project Change Control Procedure.

c. While a conflict is being resolved, IBM will provide Services relating to items not in dispute, to the extent practicable pending resolution of the conflict.

Appendix B: : Sample Project Change Request

, PROJECT CHANGE REQUEST (PCR)

PCR Date: I Requested by: IPCR Number:

This PCR must be approved by both parties and signed below on or before the offer expiration date before the PCR can be implemented. This offer will expire on {insert mm/dd/yyyy}. unless extended by IBM in writing. All other terms in the referenced SOW not affected by this PCR remain in full force and effect.

The parties agree that this PCR modifies the existing referenced SOW as follows:

{insert language regarding the changes to the SOW here}

{insert language regarding the Impact of the changes here... sample text is below}

If extending the date: The new estimated End Date is {End Date}.

If adding ·hours: The additional estimated services hours for this PCR are {Number of hours}, at ${Hourly rate} per hour, for additional estimated professional services charges of ${Fee total}.

If adding Fixed Fee Services: The additional fixed fee for performing the Services defined in this PCR is ${Fee total}.

If adding T&L: The additional estimated travel and living expenses (including actual transportation and lodging, and per diem meal expenses} for this PCR are ${Expenses}.

c.

PCR Approval "

In entering into this PCR, you are not relying upon any representation made by or on behalf of IBM that is not specified in the Agreement or the SOW, including, without limitation, the actual or estimated completion date, number of hours to provide any of the Services, charges to be paid, or the results of any of the Services to be provided under the SOW.

Each of us agrees that the complete agreement between us about these Services consists of 1) this Project Change Request, 2) the referenced SOW including any previous mutually approved PCRs, and 3) the Agreement or any equivalent agreement in effect between us as identified in the SOW.

Agreed to: Agreed to:

State of ILL - Department of Innovation and Technology (DoIT)

International Business Machines Corporation

By (Authorized Signature):

DRAFT - NOT FOR SIGNATURE

By (Authorized Signature):

DRAFT - NOT FOR SIGNATURE

Title: Title:

Name (type or print): Name (type or print):

Date: Date:

PCR Estimated Start Date (remove if not applicable): Statement of Work Name:

PCR Estimated End Date (remove if not applicable): Statement of Work Number:

IBM Fax Number:

IBM Internet ID:

CONTACT INFORMATION