Illinois Virtual Course Program Contract.docx

The following information will become the Contract between the awarded Vendor and the Illinois State Board of Education. Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements.”

Illinois State Board of Education Contract Illinois Virtual Course Program

25-586SBE-CHFED-B-47211

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.

This Contract is established by Illinois State Board of Education in cooperation and agreement with the Chief Procurement Officer for General Services. This Contract is to enable Illinois State Board of Education, governmental units, and qualified not-for-profit agencies to purchase supplies or services on an as-needed basis during the Contract period.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The purpose of this solicitation is to establish multiple Contracts to enable Local Education Agencies (LEAs) to purchase online courses on an as-needed basis during the Contract term. The Illinois State Board of Education seeks Offers from multiple qualified online course providers or Vendor(s) as part of a course access program known as the Illinois Virtual Course Program. Pursuant to Section 3 of the Governmental Joint Purchase Act, an award to multiple Vendors is allowed. The courses must be aligned to appropriate standards, including, but not limited to, the Illinois Learning Standards, the Cognia/AdvancedEd Digital Learning Performance Standards, and the Quality Matters Online Standards. Providers will utilize a secure web-based Learning Management System in order to deliver online courses for students. By submitting an Offer, Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in the resulting Contracts for the items in the resulting Contracts to all LEAs.

The online courses subject to the resulting Contracts shall be distributed or rendered directly to each LEA. Vendor shall bill each LEA separately for its actual share of the costs of the supplies or services purchased. The credit or liability of each LEA shall remain separate and distinct. Disputes between Vendors and LEAs shall be resolved between the affected Parties.

“Local Education Agency” means a geographical territory governed by a school board, which has the powers conferred to it by the General Assembly.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

ISBE seeks Offers from multiple qualified online course providers or Vendor(s) as part of a course access program known as the Illinois Virtual Course Program. This is a supplemental program that partners with online course providers to provide full-service core academic courses, elective, Advanced Placement (AP), Pre-AP, credit recovery, transitional English and math courses, and dual credit courses for Illinois students taught by Illinois-licensed instructors provided through the course providers/Vendors. The Illinois Virtual Course Program will provide schools with a choice of online courses from several service providers. The purpose of this IFB is to enter into Contract(s) with multiple qualified Vendor(s) to provide online courses for Illinois students. The Illinois Virtual Course Program shall allow students in Illinois to take online classes in one or more of the following categories:

· Core Academic Courses for Grades K-12

· Credit Recovery Courses for Grades K-12

· Advanced Placement (AP) Courses

· Pre-AP Courses

· Career and Technical Education (CTE) Courses

· Computer Science Courses - (only courses listed in the CS Assignability Doc)

· Transitional English and Math Courses (Grade 12 only)

· Dual Credit Courses for Grades 9 through 12

All Vendors will be expected to provide the following deliverables and milestones:

Online Courses: Using templates listed in Exhibit A, submit a listing of courses, that includes the course type (e.g., core, AP, credit recovery), grade level(s) covered, the Illinois State Course Catalog Code, a description of the course, and length of course for inclusion on course catalog site. For each course, Vendors must:

· Identify the most appropriate corresponding Illinois State Course Catalog course code and course name. If no clear corresponding course exists, contact ILTeachTalkLearn@isbe.net for guidance.

· Include a detailed course description that includes course type: core academic (Algebra 1); AP, elective (Intro to Ag Science); transitional English/math; dual credit; credit recovery; the grade level of the course; and requirements of the course, such as software, digital/connectivity requirements, synchronous components, etc.

· Include a detailed description of content alignment to appropriate standards or competencies, such as the Illinois Learning Standards for subject matter content, the Cognia/AdvancedEd Digital Learning Performance Standards, and the Quality Matters Online Standards.

· Provide a scope and sequence that includes an outline of learning outcomes and expectations of student attainment of learning outcomes through benchmarks and/or timelines.

· Meet or exceed the equivalent instructional rigor and scope to courses provided in a traditional classroom.

· Courses must possess an assessment component to determine student proficiency and/or student growth. Course assessments must be monitored by a proctor as determined by consultation between the Vendor and school contact.

· List qualified instructors teaching the course, including their name, their Illinois Educator Identification Number (IEIN), and a description of previous experience in teaching the course.

· Not have a limited or minimum class size and all students that are enrolled in the course should be served.

· Remain available for two semesters or in the case of a yearlong course, remain available for one year. If a course is removed from the catalog after that time, enrolled students must be given sufficient time to complete the course.

· Satisfy any specific accommodations or services required to fulfill a student’s Individualized Education Program (IEP), 504 Plan, or other required mediation plan in a timely manner.

· Transitional Math and English Courses: For transitional math and English courses, all criteria listed above must be met along with these additional criteria:

· Approval from the Illinois Community College Virtual Course Advisory Council. Documentation of this includes: Signed Memorandum of Understanding agreement between online provider and community college (Separate one for each math pathway offered.)

· Course syllabus demonstrating alignment to course competencies (Separate one for each math pathway offered.)

· Completed course competencies spreadsheet(s) for math and/or English

· List of course codes that align with the course descriptions for transitional math and English.

· For Dual Credit Courses: For dual credit courses, all criteria listed above must be met, along with these additional criteria:

· Fulfillment of requirements of the Dual Credit Quality Act (DCQA) (110 ILCS 27/1 et seq.) as amended by Public Act 100-1049.

· Partnership agreement between Vendor, high school(s), and community college. More information and model agreements can be found at www.isbe.net/Pages/Dual-Credit.aspx.

· For Pre-AP Courses, all criteria listed above must be met, along with these additional criteria:

· Teachers and at least one leader per site must complete a Pre-AP Summer Institute or the Online Foundational Module Series.

· Teachers must complete at least one online performance scoring module.

· Complete Pre-AP Course Audit Process.

Vendor Organization: Provide a description and background of the Vendor’s organization with the following information:

· Organization history that demonstrates at least five years of experience with online learning and K-12 learners to include, but not be limited to, identification of learning management systems utilized; overview of organizational structure; process and criteria for hiring instructors; instructor evaluation criteria and policies; curriculum evaluation policies/procedures; and experience with/policies for ensuring appropriate supports are in place for special populations of students (e.g., those with IEP/504 or underrepresented ethnic/cultural identities).

· Bios of key personnel (not including course instructors) who would be directly involved with administration of Illinois virtual courses that demonstrate at least two years of experience working with K-12 school districts.

· A description of methods used to develop and support teacher capacity to teach in an online environment.

· A description of past experience in providing online learning including any pertinent information related to previous work with Illinois educational agencies/entities and other states, in which similar services are offered.

· A description of course completion rates.

Teacher List: Provide a list of teachers/instructors that contain the following:

· Name of teacher and IEIN

· A listing of teaching endorsements held by the teacher

· Listing of courses taught by the teacher

Data Privacy: Provide a description of how Vendor will ensure courses comply with all Federal and Illinois data privacy provisions, including, but not limited to, the Federal Family Educational Rights and Privacy Act (FERPA) and the Illinois Student Online Personal Protection Act (SOPPA), and provisions added by Public Act 101-0516, including signing a compliant written data privacy agreement that will be uploaded to the Illinois Student Data Privacy Database.

Reporting Data to ISBE: Each Vendor agrees to provide a listing of Illinois LEAs utilizing courses provided by the Vendor sorted by the district name, course name, teacher name, teacher IEIN, number of students enrolled, the number of student completions and withdrawals, and a description of any IEP/504 accommodations requested for that course utilizing the template provided by ISBE. Student enrollment should include a listing of students by the Student Information System (SIS).

Registration Webpage: Each Vendor/provider is required to have a webpage that allows course registration and provides very specific instruction for withdrawal.

1. The Vendor will invoice the school after the course has begun and the withdrawal period has ended.

2. Neither the student nor the school will be charged for a course if the student withdraws during the period designated by ISBE.

3. The withdrawal period will begin on the first day of the class and will end 14 calendar days later.

Feedback Survey: The Vendor must provide a summary of LEA, parent, and student feedback on each course that has student enrollment., The raw survey data must be available upon request by ISBE. Model surveys linked below provide the minimum requirements for each survey. The following information should be included in the summary for each course: response rate, dates of survey administration, aggregate scores of survey items (mean score and frequency of scores), and analysis of written comments.

1. District survey

2. Parent survey

3. Student survey

1.3. MILESTONES AND DELIVERABLES:

Registration Webpage: Each Vendor/provider is required to have a webpage that allows course registration and provides very specific instruction for withdrawal.

1. The Vendor will invoice the school after the course has begun and the withdrawal period has ended.

2. Neither the student nor the school will be charged for a course if the student withdraws during the period designated by ISBE.

3. The withdrawal period will begin on the first day of the class and will end 14 calendar days later.

Upon acceptance of Contract.

Platform: Each Vendor/provider is required to have a Learning Management System (LMS) to facilitate course content delivery and instruction. Vendor must:

1. Describe the LMS and what training is needed for students and teachers within the home school and/or parents in order to use it. Include who will perform the training and how it will be delivered.

2. Describe what devices, including mobile devices, and which operating systems are supported with the LMS.

3. Describe any additional software or apps that the student will need beyond the use of the LMS to access the courses and participate in all course activities. Any cost for these must be included as part of the pricing of the course and not as a separate extra charge.

Upon acceptance of Contract.

Pre-AP Courses: Additional Milestone/Deliverables

1. Teachers and at least one leader per site must complete a Pre-AP Summer Institute or the Online Foundational Module Series.

2. Teachers must complete at least one online performance scoring module.

3. Complete Pre-AP Course Audit Process.

1.Beginning July 1 but no later than Oct. 30.

2.During school year.

3.No Later than Aug. 15.

Feedback Survey: The Vendor must provide a summary of LEA, parent, and student feedback on each course that has student enrollment., The raw survey data must be available upon request by ISBE. Model surveys linked below provide the minimum requirements for each survey. The following information should be included in the summary for each course: response rate, dates of survey administration, aggregate scores of survey items (mean score and frequency of scores), and analysis of written comments.

1. District survey

2. Parent survey

3. Student survey At the close of each course term.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1 Provide a description and background of the Vendor’s organization with the following information:

1.4.1.1 Organization history that demonstrates at least five years of experience with online learning and K-12 learners to include, but not be limited to, identification of learning management systems utilized; overview of organizational structure; process and criteria for hiring instructors; instructor evaluation criteria and policies; curriculum evaluation policies/procedures; and experience with/policies for ensuring appropriate supports are in place for special populations of students (e.g., those with IEP/504 or underrepresented ethnic/cultural identities).

1.4.1.2 Provide bios of key personnel (not including course instructors) who would be directly involved with administration of Illinois virtual courses that demonstrate at least two years of experience working with K-12 school districts.

1.4.1.3 As applicable, previous experience in providing online learning, including any pertinent information related to previous work with Illinois educational agencies/entities and other states, in which similar services are offered.

1.4.1.4 Evidence supporting student course completion rates of 75% or better. If completion rates are below 90% -- but no less than 75% -- a narrative describing contributing factors and organizational remediation plans to improve student completion rates.

1.4.2 Each instructor teaching a course as part of this program must comply with the following:

1.4.2.1 Current active appropriate educator licensing for course assignability as outlined by the Illinois State Board of Education.

1.4.2.2 Successfully complete one continuing professional development course specific to online learning annually.

1.5. TRANSPORTATION AND DELIVERY:

N/A

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be utilized? |_| Yes |_| No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a Contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State Contract, including subleases from a lessee of a State Contract.

All Contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

1.6.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the Contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.6.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

1.7. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the Contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of Contract if the Offeror shifts any such work outside the United States.

· Location where services will be performed: United States Value of services performed at this location: Click here to enter text

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

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 firm.

2.1.2. Pricing shall be submitted using the Course Listing Template in Attachment B (Pricing Sheet). ISBE seeks guaranteed and reliable pricing on behalf of LEAs for each year of the five-year initial contract term. Annual increases are limited to proposed rates. Vendors may provide services at or below proposed rates but may not exceed maximum amounts included in this Contract. Vendors are able to charge up to the prices listed here but in no case can they exceed the price listed. The pricing/costs included in the contract is the maximum amount a Vendor may charge any LEA for those Services. Vendor shall bill each LEA separately for its actual share of the costs of the supplies or services purchased. The credit or liability of each LEA shall remain separate and distinct. Disputes between Vendors and LEAs shall be resolved between the affected Parties. ISBE will not make any payments to the Vendor, nor will ISBE reimburse the Vendor for any expenses.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this Contract the BidBuy Purchase Order as it contains the agreed pricing.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this Contract shall not exceed $0.00 without a formal amendment. Vendor shall bill each LEA separately for its actual share of the costs of the supplies or services purchased. The credit or liability of each LEA Unit shall remain separate and distinct. Disputes between Vendor and LEA shall be resolved between the affected parties. ISBE will not make any payments to the Vendor, nor will ISBE reimburse the Vendor for any expenses.

2.4. MOST FAVORED NATION CLAUSE: Vendor guarantees that the pricing offered to the State of Illinois shall be the same as, or lower than, that offered to other customers under the same or similar terms and conditions. If, for any reason during the term of the Contract, the Vendor reduces the pricing due to special Offers to a similarly situated entity, the State shall receive an equivalent reduction in pricing for the product or services delivered to the State. The State intends to award all responsive and responsible Vendors that submit a bid.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The Contract will have an initial term commencing upon the last dated signature of the Parties and ending on June 30, 2027 In no event will the maximum total term of the Contract, including the initial term, any renewal terms, and any extensions, exceed 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 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 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.

Vendor shall invoice LEA(s) 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. Vendor will send invoices to the LEA(s) that are utilizing Vendor services for courses listed in the Illinois Virtual Course Catalog using their preferred contact information for entity name, individual(s) for attention, and address(es).

For procurements conducted in BidBuy, the Agency may include in this Contract the BidBuy Purchase Order as it contains the Bill To address.

4.2. ASSIGNMENT: This Contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with Contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this Contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this Contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this Contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. If required, Vendor shall provide a copy of any subcontracts within 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 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 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 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 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 30 days’ notice has been provided to the State. Vendor shall provide (a) General Commercial Liability insurance in the amount of $1 million per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2 million Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1 million per occurrence; and (c) Workers 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.

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 12 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. EMPLOYEMENT 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 Illinois Department of Revenue at 217-524-4772 for information about tax credits.

5. STATE SUPPLEMENTAL PROVISIONS

|X| Agency Definitions

1. “Chief Procurement Officer” means the chief procurement officer appointed pursuant to 30 ILCS 500/10-20(a)(4).

1. “Governmental unit” means State of Illinois, any State Agency as defined in Section 1-15.100 of the Illinois Procurement Code, officers of the State of Illinois, any public authority in Illinois which has the power to tax or any other public entity created by Illinois statute.

1. “Qualified not-for-profit agency” means any not-for-profit agency that qualifies under Section 45-35 of the Illinois Procurement Code and that either (1) acts pursuant to a board established by or controlled by a unit of local government or (2) receives grant funds from the State or from a unit of local government.

|_| Required Federal Clauses, Certifications and Assurances Click here to enter text.

|_| Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

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|_| Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

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|X| Agency Specific Terms and Conditions

4. Bidders must certify that products offered are compliant with the Illinois Student Online Privacy Protection Act (105 ILCS 85).

5. The Chief Procurement Officer for General Services makes this Contract available to all governmental units and qualified not-for-profit agencies.

6. Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in this Contract for the items in this Contract to all governmental units and qualified not-for-profit agencies.

7. The supplies or services subject to this Contract shall be distributed or rendered directly to each governmental unit or qualified not-for-profit agency.

8. Vendor shall bill each governmental unit or qualified not-for-profit agency separately for its actual share of the costs of the supplies or services purchased.

9. The credit or liability of each governmental unit or qualified…