The following information will become the contract between the awarded vendor and the Illinois State Board of Education (ISBE). Instructions and requirements to submit a bid response are found in the attachment titled

“Invitation for Bid Vendor Instructions and Requirements”.

State of Illinois Contract v.25.4

Illinois State Board of Education

Contract

Local Food for Schools Local Beef Purchase

26-586SBE-FINAN-B-51138

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

(collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of

Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the

Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois State Board of Education (ISBE) is issuing this solicitation to procure locally sourced ground beef for distribution to Illinois schools, with a total contract value not to exceed $3 million. For the purposes of this solicitation, “local” is defined as beef derived from cattle that have been raised on a farm or ranch located within the State of Illinois and subsequently processed at a USDA-inspected facility also located within Illinois.

All ground beef products must conform to the detailed specifications and food safety requirements outlined herein. The awarded contractor(s) shall be responsible for the delivery of compliant product to a designated state warehouse located in Granite City, Illinois, in accordance with the delivery schedule specified in this solicitation. Delivery appointments must be coordinated in advance with warehouse personnel.

The procured ground beef will be distributed by ISBE to eligible recipient agencies participating in the National School Lunch Program. This solicitation is limited strictly to the procurement, processing, and delivery of local ground beef to the designated warehouse. It does not include distribution to individual school sites.

ISBE reserves the right to make multiple awards under this solicitation. The price must be per pound and inclusive of all costs. For example, the per pound cost must include v.25.4 the price of the beef, the processing, packaging, storage, and delivery to the state warehouse.

A multiple award, based on lowest price per pound, may be made to a primary and one or more vendors (secondary, tertiary, and so on) in order to ensure ISBE’s full budgeted funding for this project is expended. The vendor with the lowest price per pound will be considered the primary awarded vendor. Once all bids are ranked by lowest price per pound to highest price per pound, ISBE will contact the lowest per pound price vendor to confirm the total pounds the vendor can provide, and the vendor will have two business days to respond to ISBE. If the vendor does not respond within two business days, ISBE will accept the total pounds provided on the bid document as the final volume for the contract. ISBE will then conduct the same confirmation process with the remaining lowest priced vendors in progressive order for confirmation until the full budgeted funding is expended. Subject to the availability of funds and the ISBE budget for this contract, ISBE reserves the right to award this contract in whole or in part, to one or more vendors, or to make no award. Vendors may receive a full award for the total quantity bid, a partial award, or no award.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

*Please note that vendors must fill out and submit, along with all other required documents, with their bids Attachment B and Attachment C. Vendors who fail to submit all required documents, including completed Attachments B and C, will not be eligible for consideration.*

ISBE seeks to procure locally sourced ground beef for distribution to Illinois schools in accordance with the specifications and eligibility requirements set forth herein.

ISBE reserves the right to request supporting documentation from the appropriate oversight authority(ies) to verify compliance with any or all requirements. Such documentation shall be provided to ISBE within ten (10) business days of request.

• “Local” is defined as beef derived from cattle that have been raised on a farm or ranch located within the State of Illinois and subsequently processed at a USDA-inspected facility also located within Illinois.

• 100% ground beef (may include a variety of cuts, including chuck, rib, loin, sirloin, round)

• Product shall contain 100% pure beef with no fillers or additives. The use of extenders, binders, water, soy protein, vegetable proteins, or any other non-beef substances is strictly prohibited.

• 85/15 percentage fat or leaner v.25.4

• USDA Choice or Prime

• Wet-aged

• Hormone free

• Frozen

Packaging Requirements: Product must be packed in 40-pound (lb.) cases. ISBE prefers each case to contain four (4) individually vacuum-sealed 10 lb. packages. However, with prior

ISBE approval, alternative configurations will be accepted, provided the total weight per case remains 40 lbs. Acceptable alternatives include, but are not limited to, forty (40) 1 lb. vacuum-sealed packages or eight (8) 5 lb. vacuum-sealed packages per case.

Labeling Requirements: All products must comply with applicable federal labeling standards as established by the USDA, as well as any relevant labeling requirements specific to the State of Illinois. Contractors are responsible for ensuring full compliance with both sets of regulations:

o https://www.congress.gov/crs-product/R48427 o https://www.idph.state.il.us/rulesregs/2013_Rules/77_IAC_760_7-26.pdf

(Section 760.3100)

Inspection Marking: All final products must bear either the official federal or state mark of inspection, indicating that the product has been inspected and approved in accordance with applicable USDA or Illinois Department of Agriculture standards.

Other Requirements:

Contractors must certify their ability to comply with all requirements outlined in this section. If local ground beef is sourced from multiple facilities, each facility involved in the production, processing, or packaging must independently meet all of the following standards:

Food Safety, Sanitation, and Licensing:

All facilities must comply with applicable local, state, and federal food safety and sanitation regulations.

Facilities must be authorized to apply the official “mark of inspection,” which may be either the

Illinois state inspection stamp or the USDA federal inspection stamp.

The mark of inspection serves as verification that the facility is a licensed Type 1 Establishment and is subject to daily oversight by inspection personnel. This mark confirms that the product was processed in accordance with all meat and poultry regulations and under sanitary conditions.

“The mark of inspection is proof that they are following all associated Meat and

Poultry regulations. All Type 1 Establishments, whether they are State or USDA inspected, have inspection personnel visiting the establishments every day that https://www.congress.gov/crs-product/R48427 https://www.idph.state.il.us/rulesregs/2013_Rules/77_IAC_760_7-26.pdf v.25.4 they process food to ensure that they are following all sanitation and food safety regulations. Those establishments are the only ones allowed to put the mark of inspection on their food products. Having the mark of inspection on food products means that it was produced in the utmost safest manner.”

— Don Maybell Jr., Deputy Bureau Chief, Illinois Department of

Agriculture

In accordance with USDA guidance, meat and poultry products must be processed in either:

• A USDA-inspected facility, or

• A facility operating under a State Meat and Poultry Inspection

(MPI) program that has been deemed “at least equal to” the federal inspection program.

All ground beef delivered under this contract must bear the mark of inspection as documentation of compliance.

Licensing

Contractors must ensure that all processing facilities meet any and all Type 1 licensing requirements as defined by the Illinois Department of Agriculture.

Compliance is evidenced by the facility’s authorization to apply the mark of inspection.

Product Handling and Transportation

Ground beef must be frozen and maintained at a temperature of 0°F (-18°C) or below from the point of processing through delivery.

All transportation must be conducted in refrigerated vehicles that are compliant with current food safety and sanitation standards. Product temperature must be continuously maintained at or below 0°F (-18°C) upon arrival at the designated warehouse.

1.3. MILESTONES AND DELIVERABLES:

• The total pounds bid must be delivered to the warehouse by June 15, 2026.

• The contractor may deliver their contracted pounds of local beef that meet all contract requirements in one delivery or may make multiple deliveries between the date the contract is awarded and the last allowable delivery date, which is June 15, 2026. The contractor must follow the instructions below in section 1.5 Transportation and Delivery to pre-arrange delivery dates and times with the warehouse and notify ISBE of delivery dates as described in section 1.5 Transportation and Delivery.

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• Data Collection Requirements:

Contractors must comply with the following data reporting obligations to ensure transparency and traceability of all local ground beef sources used under this contract:

• Initial Source Disclosure:

Prior to the first delivery to the designated warehouse, the contractor must submit a preliminary list of all anticipated sources involved in the supply chain.

This list must include:

o Names and physical addresses of all processing facilities o Names and physical addresses of all farms or ranches supplying cattle and/or ground beef

This information must be submitted to ISBE via email at localfoods@isbe.net.

If any changes occur after the initial submission, an updated list must be provided within 10 business days of the change.

• Final Source and Volume Report:

No later than 10 business days following the final delivery or the June 15 final delivery date, the contractor must submit a final report to ISBE. This report must include:

o A complete list of all processors and farms/ranches that supplied cattle and/or ground beef under this contract o The physical addresses of each listed entity o A breakdown of the volume of beef sourced from each processor and farm/ranch

The final report must also be submitted to localfoods@isbe.net.

Invoicing Requirements:

Contractors must adhere to the following invoicing procedures to ensure timely and accurate payment processing:

• Submission Timeline:

A final and accurate invoice must be submitted to ISBE within five (5) business days following each delivery to the designated warehouse. Each invoice will be reviewed against the corresponding warehouse delivery report prior to payment processing.

• Submission Method:

Invoices must be submitted electronically to localfoods@isbe.net, with a copy (cc) sent to lblough@isbe.net.

• Invoice Content Requirements:

Each invoice must include the following information:

o Contractor name and full contact information (address, phone number, and email) o A unique delivery or appointment number o Date and time of delivery to the warehouse v.25.4 o Description of goods delivered (e.g., ground beef) o Volume delivered, including the number of cases and number of pallets (if applicable) o Total invoice amount, calculated as:

[Total pounds delivered] × [per-pound rate as stated in the awarded contract] = [Total amount due]

• Incomplete Invoices:

Invoices that are missing required information or documentation will be returned to the contractor for correction. Payment will not be processed until a complete and compliant invoice is received.

• Payment Terms:

All payments will be issued to the contractor name and address as specified in the final executed contract.

• Audit and Reconciliation:

ISBE reserves the right to request clarification or justification for any invoiced costs. If an audit or review—conducted during or after the contract period—determines that any payments were made in error or based on inaccurate information, the contractor will be required to reimburse ISBE. ISBE also reserves the right to withhold future payments until any overpayments have been fully recovered.

1.4. VENDOR/STAFF SPECIFICATIONS:

Contractors, their processing facilities, and distribution vehicles must meet the following standards to ensure compliance with all applicable food safety, sanitation, and licensing regulations:

• Food Safety, Sanitation, and Licensing Compliance:

Contractors must comply with all local, state, and federal food safety and sanitation regulations. All ground beef products delivered under this contract must bear the official “mark of inspection,” which may be either the Illinois state inspection stamp or the USDA federal inspection stamp.

• Inspection Program Requirements:

All meat and poultry products must be processed in a facility that is either:

o Inspected by the USDA, or o Participating in a State Meat and Poultry Inspection (MPI) program that has been deemed “at least equal to” the federal inspection program.

In both cases, the product must bear the appropriate mark of inspection as documentation of compliance.

• Licensing Requirements:

Contractors must meet all applicable Type 1 licensing requirements as defined by the Illinois Department of Agriculture. Compliance is evidenced by the presence of the mark of inspection on all ground beef products delivered under this contract.

v.25.4

• Frozen Product Handling:

All ground beef must remain frozen at or below 0°F (-18°C) throughout storage, handling, and transportation. Product must arrive at the designated warehouse in a fully frozen state.

• Transportation Standards:

Frozen ground beef must be transported in refrigerated vehicles that are clean, sanitary, and compliant with all applicable food safety and transportation regulations.

Vehicles must be capable of maintaining the required temperature of 0°F (-18°C) or below for the duration of transit.

1.5. TRANSPORTATION AND DELIVERY:

Contractors are responsible for the transportation and delivery of local ground beef to the designated state warehouse located in Granite City, Illinois (final location subject to confirmation). All deliveries must adhere to the following requirements:

• Compliance with Food Safety Standards:

All deliveries must be conducted in accordance with applicable food safety, sanitation, and temperature control regulations.

• Pre-Delivery Coordination:

Contractors must contact warehouse personnel at least five (5) business days in advance of each scheduled delivery to:

o Confirm and schedule the delivery date and time o Provide an estimated delivery volume o Share any additional information necessary to ensure a smooth and efficient delivery process

Deliveries must occur within the delivery windows specified in the contract.

• Estimated Delivery Report to ISBE:

Once a delivery appointment is confirmed and a delivery/appointment number is issued, the contractor must submit an Estimated Delivery Report to ISBE at least five (5) business days prior to each delivery. This report must include:

o Contractor name o Scheduled delivery date and estimated time of arrival o Delivery/appointment number o Name of the distribution company o Number of 40 lb. cases to be delivered

• Delivery Execution:

Deliveries must arrive at the warehouse on the pre-approved date and by the estimated time. Upon arrival:

o The contractor or distributor must provide a Delivery Report to warehouse staff. This report must include the same details as an invoice (excluding pricing), as the warehouse is not the invoicing entity. The official invoice must be submitted directly to ISBE.

v.25.4 o Warehouse staff will conduct a physical inventory of the shipment. Any discrepancies between the delivery report and actual inventory (e.g., missing cases or pallets) will be documented on the delivery report.

o A copy of the annotated delivery report will be retained by the warehouse, and a second copy will be returned to the distributor.

• Warehouse Documentation:

Warehouse staff will complete an ISBE-provided form capturing the following information:

o Appointment details o Trailer and product temperatures upon arrival o Product/material information o Inventory received (e.g., number of pallets and cases) o Storage location within the warehouse

• Non-Compliant Deliveries:

Products may be rejected if they:

o Arrive outside the required temperature range (0°F / -18°C or below) o Do not meet food safety or sanitation standards o Are damaged or otherwise deemed unusable

In such cases, warehouse staff will document the issue and immediately notify ISBE.

The distributor must remain onsite until ISBE provides further instructions regarding the disposition of the affected product.

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 v.25.4

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: Illinois

Value of services performed at this location: 100%

2. PRICING

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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.

2.2. 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 $ without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending June 30, 2026. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.2. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

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3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the

Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this contract up to and including the date of termination.

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

74 Ill. 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 v.25.4 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.

4.1.6.2. Vendor shall invoice in accordance with the invoicing requirements set forth in Section 1.3 of the contract.

Send invoices to:

▪ Invoices must be sent electronically to localfoods@isbe.net with a cc to lblough@isbe.net or may be mailed to:

Agency: Illinois State Board of Education

Attn:

Mark Haller

Address:

100 N. 1st St. (W-270)

City, State Zip

Springfield, IL 62777

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

https://labor.illinois.gov/ mailto:localfoods@isbe.net mailto:lblough@isbe.net v.25.4

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract.

Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement

Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring

Agency, the Auditor General, the Executive Inspector General, the Chief Procurement

Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

State.

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

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

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

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

Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction.

The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party;

received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may v.25.4 use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this contract.

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

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

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

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

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

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

4.12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the

State shall be made on that basis.

4.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements v.25.4 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.

http://www.ilga.gov/legislation/ilcs/ilcs.asp v.25.4

4.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier

(UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the

Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.23. FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

4.24. SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property v.25.4 rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

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

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

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

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

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

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

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 v.25.4

Agency specific terms and conditions are set forth in Attachment A.

Other (describe)

6. ATTACHMENTS

6.1. Financial Disclosures (including Illinois Procurement Gateway print-off if applicable)

6.2. State of Illinois Offer Document

6.3. BidBuy Purchase Order

6.4. Attachment A – Agency Specific Terms and Conditions

6.5 Attachment B – Pricing Submission Form

6.6 Attachment C – Required Bid Document - List of Farmers – Processors -

Distributors v.25.4

Illinois State Board of Education

Local Food for Schools Local Beef Purchase

26-586SBE-FINAN-B-51138

VENDOR

Vendor Name: Click here to enter text. Address (City/State/Zip): Click here to enter text.

Phone: Click here to enter text.

Printed Name: Click here to enter text. Email: Click here to enter text.

Title: Click here to enter text. Date:

Signature:

STATE OF ILLINOIS

Purchasing Agency: Illinois State Board of Education Phone: 217-782-2491

Street Address: 100 N. 1st St. Email: Click here to enter text.

City, State ZIP: Springfield, IL 62777

Official Signature: Date:

Printed Name: Click here to enter text.

Official’s Title: Click here to enter text.

Legal Signature: Date:

Legal Printed Name: Click here to enter text.

Legal’s Title: Click here to enter text.

Fiscal Signature: Date:

Fiscal’s Printed Name: Click here to enter text.

Fiscal’s Title: Click here to enter text.

v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

• Agency Reference #:

• Project Title:

• Contract #:

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

• BidBuy / Bulletin Reference #:

• BidBuy / Bulletin Publication Date:

• Award Code:

• Subcontractor Utilization? Yes No Subcontractor Disclosure? Yes No

• Funding Source:

• Obligation #:

• Small Business Set-Aside? Yes No Percentage:

• Minority Owned Business? Yes No Percentage:

• Women Owned Business? Yes No Percentage:

• Persons with Disabilities Owned Business? Yes No Percentage:

• Veteran Owned Small Business? Yes No Percentage:

• Other Preferences?