ILLINOIS SECRETARY OF STATE

CONTRACT

Headsets and Hook Switches

27IT103129

State of Illinois IFB Contract: Title Page V.24.1

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.

Contract uses Illinois Procurement Gateway Certifications and Disclosures?

☐ Yes (IPG Certifications and Disclosures including IPG Active Registered Vendor Disclosure)

☐ No

1. DESCRIPTION OF SUPPLIES AND SERVICES

2. PRICING

3. TERM AND TERMINATION

4. STANDARD BUSINESS TERMS AND CONDITIONS

5. STATE SUPPLEMENTAL PROVISIONS

6. STANDARD ILLINOIS CERTIFICATIONS

7. FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST

8. CONTRACT SPECIFIC CERTIFICATIONS AND DISCLOSURES – “IPG Active Registered Vendor Disclosure

(formerly called FORMS B)” (IF APPLICABLE)

9. PURCHASE ORDER FROM BIDBUY (IF APPLICABLE)

In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACT SIGNATURES page

VENDOR

ILLINOIS SECRETARY OF STATE

CONTRACT

Headsets and Hook Switches

27IT103129

Vendor Name: smart innovation LLC Address (City/State/Zip): 302 S Oak St, Normal, IL 61761

Signature: -~

Printed Name: Mahmoud ~y

Title: CEO

ILLINOIS SECRETARY OF STATE

Official Printed Name: Alexi Giannoulias

Official Title: Secretary of State

Official Signature: L. ~~~,/!:_~-I.

I --1 ,..., - -

Designee Name: Dave Littrell

Designee Title: State Purchasing Officer _,.., Designee Signature: &/:5£,-, Legal Printed Name:

Legal Title:

Legal Signature: N/A

Fiscal Printed Name:

Fiscal Title:

Fiscal Signature: N/ A

State of Illinois IFB Contract: Signature Page V.24.1

Date: June 4, 2026

Phone: (309)531-7740

Email: sales@smartinnovationsusa.com

Date: q,z~-,z~

Date:

Date:

State of Illinois IFB Contract: State Use Only V.24.1

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #: 350

• Project Title: Headsets and Hook Switches

• Contract #: 27IT103129

• Procurement Method (IFB, RFP, Small Purchase, etc.):

IFB

• BidBuy / Bulletin Reference #: 26-350SOS-ITSOS-B-52438

• BidBuy / Bulletin Publication Date:

• Award Code:

Yes No Subcontractor Disclosure? Yes No

Yes No Percentage:

Yes No Percentage:

• Subcontractor Utilization?

• Funding Source:

• Obligation #: 27IT103129

• Small Business Set-Aside?

• Minority Owned Business?

• Women Owned Business? Yes No Percentage:

• Persons with Disabilities Owned Business? Yes No Percentage:

• Veteran Owned Small Business? Yes No Percentage:

• Other Preferences?

Contract: Description of Supplies and Services V.24.1

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. GOAL: The Illinois Secretary of State is seeking bids for companywide headsets and hook switches for all departments with customer communications.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Poly Blackwire 3320 Binaural Wired Headset MFG:8X220AA, or equivalent

• Button User Controls: call answer/end; mute; volume +/-; ANC: off, low, high

• Noise Cancelling

• Wired: USB Type-C®, USB Type-C®/A adapter

• Cable Length: must be at least 2.0 ft (inline module to headset);

4.5 ft (USB to inline module)

• Microsoft Teams Open Office certified

• Compatible Operating Systems with Windows 10 and 11

1.2.2. Poly Blackwire 8225 Binaural USB-C Wired Headset MFG:8X225AA, or equivalent

• Button User Controls: call answer/end; mute; volume +/-; ANC: off, low, high

• Noise Cancelling

• Wired: USB Type-C®, USB Type-C®/A adapter

• Cable Length: must be at least 2.0 ft (inline module to headset);

4.5 ft (USB to inline module)

• Microsoft Teams Open Office certified

• Compatible Operating Systems with Windows 10 and 11

1.2.3. HP Poly Savi 8420 DECT Wireless Headset MFG: 8L75AA#ABA, or equivalent

• Bluetooth Version: Bluetooth Core 5.2; A2DP; HFP; HSP

• Wireless with charging stand

• Noise Cancelling

• Battery Life: Up to 13 hours (talk time); up to 50 hours (standby time)

• Battery Recharge Time: <3 hours

• Battery: Rechargeable Li-ion polymer

• Compatible Operating Systems with Windows 10 and 11

• Wireless Range: Up to 180 m in open area; Up to 55 m

• Button User Controls: call answer/end; mute; volume +/-

• Connection Type: Wireless: DECT™, Bluetooth® (via office base); Wired: USB

Type-A, USB Type-C®, RJ-11

• Compatible with PCs via DECT™, USB Type-A, USB Type-C® or RJ-11 cable

Contract: Description of Supplies and Services V.24.1

1.2.4. Poly Savi 8245 Office DECT 1920-1930 MHz USB-A Headset MFG:7W6B6AA, or equivalent

• Bluetooth Version: 4.2; in ear

• Wireless with charging stand

• Noise Cancelling

• Battery Life: Up To 13 Hours (talk time)

• Battery Recharge Time: <3 Hours

• Battery: Rechargeable Li-ion polymer

• Compatible Operating Systems with Windows 10 and 11

• Wireless operating Distance: 590ft

• Button User Controls: call answer/end; mute; volume +/-

1.2.5. Poly APC-43 Electronic Hook Switch TAA MFG: 85Q55AA, or equivalent

1.2.6. Poly APU-76 Electronic Hook Switch MFG: 85R00AA, or equivalent

1.2.7. If vendor is providing a headset as an equivalent, and not specific brand listed, ILSOS may request a sample for testing purposes.

1.3. MILESTONES AND DELIVERABLES: This contract will be open for multiple orders as needed.

1.3.1. Initial order must be received no later than 08/01/2026 and should include the following:

1.3.1.1 Poly Blackwire 8225 Binaural USB-C Wired Headset MFG:8X225AA, or equivalent – Quantity: 200

1.3.1.2 HP Poly Savi 8420 DECT Wireless Headset MFG: 8L75AA#ABA, or equivalent – Quantity: 135

1.3.1.3 Poly APC-43 Electronic Hook Switch TAA MFG: 85Q55AA, or equivalent –

Quantity 200

1.3.1.4 Poly APU-76 Electronic Hook Switch MFG: 85R00AA, or equivalent –

Quantity: 200

1.3.2. Orders placed after the initial order must be delivered within 2-4 weeks.

1.4. VENDOR / STAFF SPECIFICATIONS:

Contract: Description of Supplies and Services V.24.1

1.5. TRANSPORTATION AND DELIVERY: FOB Destination

Ship To:

Illinois Secretary of State

501 S. 2nd Street, RM 574

Springfield, IL 62756

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

Contract: Description of Supplies and Services V.24.1

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3. If the annual value of any the 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 into prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

1.7. SUCCESSOR VENDOR

Yes No This contract is for services subject to 30 ILCS 500/25-80. Heating and air conditioning service contracts, plumbing service contracts, and electrical service contracts are not subject to this requirement. Non-service contracts, construction contracts, qualification-based selection contracts, and professional and artistic services contracts are not subject to this requirement.

If yes is checked, then the Vendor certifies:

(i) that it shall offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by the contract subject to its bid or offer; and

(ii) that it shall offer employment to all employees currently employed in any existing bargaining unit who perform substantially similar work to the work that will be performed pursuant to this contract.

1.8. 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 Vendor shifts any such work outside the United States.

Contract: Description of Supplies and Services V.24.1

• Location where services will be performed: Click here to enter text

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

26-350SOS-ITSOS-P-102613

Vendor Number: V00028544 Smart Innovations LLC

302 S OAK ST

NORMAL, IL 61761

sales@smartinnovationsusa.com

(309) 531-7740

Purchase Order

SOS - Secretary of State

26-350SOS-ITSOS-P-

102613

Purchase Order Number

Master Contract? N

Contract/PO #: 27IT103129

S H I P

T O

ILSOS IT - 574

501 South 2nd Street Room 574 Howlett Building Springfield, IL 62756

US

Email: itlicenses@ilsos.gov

(000) 000-0000

VENDOR INSTRUCTIONS:

PURCHASE ORDER REQUIREMENTS - STATE OF ILLINOIS AGENCIES

Prior to commencement of billable work, delivery of supplies or rendering of any service on a Purchase Order:

--Initial Purchase Order/Contract - All parties, including the State and vendor, must fully execute the contract in its entirety.

--Release from an existing Purchase Order/Contract - The vendor must receive a Purchase Order signed by the State Agency and attached in BidBuy. Note, for any additional requirements see specific State Agency instruction.

PURCHASE ORDERS REQUIREMENTS - OTHER PURCHASING ENTITIES

--Please see specific requirements provided by the purchasing entity.

B I L L

T O

ILSOS IT - 574

501 South 2nd Street Room 574 Howlett Building Springfield, IL 62759

US

Email: itfiscal@ilsos.gov

(000) 000-0000

Solicitation (Bid) No.: 26-350SOS-ITSOS-B-52438

Shipping Method:

Shipping Terms:

Contract Begin Date: 09/23/2026 Contract End Date: 06/30/2027

V E N D O R

Freight Terms:

Payment Terms: NA

Delivery Calendar Day(s) A.R.O.: 0

Item # 1 Class-Item 839-00

Yealink Yea-UH35-Dual-UC-USB (1308164)

Quantity UOMUnit Price Discount % Total Discount Amt. Tax Rate Tax Amount Freight Total Cost

15.00 EA$ 48.23 0.50 % -$ 3.6172 $ 0.00 $ 362.31 $ 1,082.14

Item # 2 Class-Item 839-00

Yealink YEA-UH48-Dual-UC-USB (1308152)

Quantity UOMUnit Price Discount % Total Discount Amt. Tax Rate Tax Amount Freight Total Cost

200.00 EA$ 54.90 0.50 % -$ 54.90 $ 0.00 $ 362.31 $ 11,287.41

Item # 3 Class-Item 839-00

Yealink YEA-WH64-E2-UC (1208673

Quantity UOMUnit Price Discount % Total Discount Amt. Tax Rate Tax Amount Freight Total Cost

350.00 EA$ 142.23 0.25 % -$ 124.4512 $ 0.00 $ 362.31 $ 50,018.36

Item # 4 Class-Item 839-00

Yealink YEA-WH63-E2-UC (1208712)

Quantity UOMUnit Price Discount % Total Discount Amt. Tax Rate Tax Amount Freight Total Cost

260.00 EA$ 149.30 0.05 % -$ 19.409 $ 0.00 $ 362.31 $ 39,160.90

Item # 5 Class-Item 839-00

Yealink YEA-EHS62 adapter (1308120)

Quantity UOMUnit Price Discount % Total Discount Amt. Tax Rate Tax Amount Freight Total Cost

610.00 EA$ 74.21 0.10 % -$ 45.2681 $ 0.00 $ 362.31 $ 45,585.14

Item # 6 Class-Item 839-00

Yealink YEA-EHS62 adapter (1308120)

Quantity UOMUnit Price Discount % Total Discount Amt. Tax Rate Tax Amount Freight Total Cost

200.00 EA$ 77.64 0.20 % -$ 31.056 $ 0.00 $ 362.31 $ 15,859.25

TOTAL: $ 162,993.20

TAX: $ 0.00

FREIGHT: $ 2,173.86

Samantha Guffey Cross-Out

Contract: Pricing V.24.1

2.4 DISCOUNT: The State may receive a Click here to enter text % discount for payment within Click here to enter text days of receipt of correct invoice. This discount will not be a factor in making the award.

2.5 VENDOR’S PRICING: Enter pricing in the Items Tab in BidBuy.

The State may include in this contract the BidBuy Purchase Order as it contains the agreed pricing.

If checked, see the attached BidBuy Purchase Order for the Vendor’s Price for the

Initial Term.

2.5.1. Renewal Compensation: If the contract is renewed, the price shall be at the same rate as for the initial term unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.5.2.1. Agency Formula for Determining Renewal Compensation: Click here to enter text.

2.5.2.2. Renewal compensation will be entered by the State prior to execution of the contract: Click here to enter text.

2.6 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $200,000 without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

Contract: Term and Termination V.24.1

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: This contract has an initial term of upon execution to

06/30/2027. If a start date is not identified, the term shall commence upon the last dated signature of the Parties.

The State may include in this contract the BidBuy Purchase Order as it contains the agreed term.

3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed ten (10) years. 30 ILCS 500/20-60

3.1.2 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 RENEWAL:

3.2.1. Any renewal is subject to the same terms and conditions as the original contract unless otherwise provided in the pricing section. The State may renew this contract for any or all the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the

Vendor’s option.

3.2.2. Pricing for the renewal term(s), or the formula for determining price, is shown in the pricing section of this contract.

3.2.3. The State reserves the right to renew for a total of 0 years in any one of the following manners:

3.2.3.1 One renewal covering the entire renewal allowance;

3.2.3.2 Individual one-year renewals up to and including the entire renewal allowance; or

3.2.3.3 Any combination of full or partial year renewals up to and including the entire renewal allowance.

3.3 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

Contract: Term and Termination V.24.1 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.

3.4 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.

3.5 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.

Contract: Standard Business Terms and Conditions V.24.1

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 https://labor.illinois.gov/

Contract: Standard Business Terms and Conditions V.24.1 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.

Send invoices to:

Agency: Illinois Secretary of State

Attn: Fiscal Officer

Address: 501 South 2nd St. Room 574

City, State Zip Springfield, IL 62756

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 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

Contract: Standard Business Terms and Conditions V.24.1 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

Contract: Standard Business Terms and Conditions V.24.1 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, 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

Contract: Standard Business Terms and Conditions V.24.1

$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 505/1. 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, http://www.ilga.gov/legislation/ilcs/ilcs.asp

Contract: Standard Business Terms and Conditions V.24.1 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.

Contract: Standard Business Terms and Conditions V.24.1

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.

Contract: Standard Business Terms and Conditions V.24.1

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 Illinois

Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

Contract: State Supplemental Provisions V.24.1

5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

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Required Federal Clauses, Certifications and Assurances

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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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Agency Specific Terms and Conditions

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Other (describe)

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