Redacted Stand Alone Contract Template MS Prof Services Executed.pdf

Department of Innovation and Technology

CONTRACT

JPMC SS Microsoft-Delivered Professional Services

25-448DOIT-INFOT-P-84650

The Parties to this Contract are the State of Illinois acting through the undersigned Agency (the State ) and 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 if applicable the Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the 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 Department of Innovation and Technology is contracting with Microsoft for Microsoft Professional Services and Unified Support as a Joint Purchase Master Contract (JPMC) for use by DoIT and all governmental units and qualified not-for-profits. This Contract includes the Microsoft Master Services Agreement.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

Unified Support

1.2.1. Unified Support services under this Contract shall be provided directly by Microsoft in accordance with the terms of the purchasing entity access to designated support personnel, proactive services, engineering escalation paths, and response SLAs.

1.2.2. Microsoft Unified Support is a comprehensive enterprise support set of services that enhance productivity and use technology to realize new business opportunities for any stage of the IT lifecycle. Support services include:

operations.

downtime

1.2.3. Planning Services: Planning services provide assessments and reviews of your current infrastructure, data, application and security environment to help plan your remediation, upgrade, migration, deployment or solution implementation based on your desired outcomes.

State of Illinois Contract V. 25.4

1.2.4. Implementation Support Services: Implementation services provide technical and project management expertise to accelerate design, deployment, migration, upgrade, and implementation of Microsoft technology solutions.

1.2.5. Onboarding Services: A direct engagement with a Microsoft engineer to provide deployment, migration, upgrade or feature development assistance. This can include assistance with planning and validation of a proof-of-concept or production workload using Microsoft products.

1.2.6. Maintenance Services: Maintenance services help prevent issues in your Microsoft environment and are typically scheduled in advance of the service delivery to help ensure resource availability.

1.2.7. Other Services included for Microsoft Products but not limited to:

Root Cause Analysis

Assessments

Health Checks

Proactive Monitoring

Optimization Services

Educations Services

Reactive Support Services

Incident responses

Custom Support

1.2.8. Professional Services- This Contract establishes terms and conditions under which Microsoft Professional Services may be procured, including but not limited to technical consulting, architectural design, implementation, migration, support.

1.2.9. All work under this Contract shall be initiated only through executed Statements of Service (alternatively herein, Statements of Work or SOWs) mutually agreed upon by Microsoft and the ordering entity. Each SOW shall include scope, timeline, cost, milestones, and titles of personnel assigned.

1.2.10. Ordering Procedures for DoIT Managed Agencies and Customers: All projects for DoIT managed agencies shall go through IT Governance before a Statement of Work is agreed upon with Microsoft.

For procurements conducted in BidBuy, the State may include in this Contract the BidBuy Purchase Order as it contains the agreed Supplies and/or Services.

V. 25.4

1.3. MILESTONES AND DELIVERABLES: See applicable Statement of Services / Order.

1.4. VENDOR / STAFF SPECIFICATIONS: See applicable Statement of Services / Order.

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 Standard Illinois 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 this Contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

Subcontractor Name:

Amount to Be Paid:

Address:

Description of Work:

Subcontractor Name:

Amount to Be Paid:

Address:

Description of Work:

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

1.6.3. All contracts with the subcontractors identified above must include the Standard Illinois Certifications completed.

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

V. 25.4

1.6.5. If at any time during the term of this 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 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 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 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 Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of Contract if Vendor shifts any such work outside the United States.

product support services, including but not limited to Unified Support or its successor name, are delivered in a follow the sun format and may be performed outside the United States.

Location where product support services will be performed: as specified in this section.

Value of services performed at this location: 100%

Vendor may use offshore resources which will be mutually agreed upon in the applicable Statement of Services / Order.

Location where consulting services will be performed: United States, or as otherwise specified in the applicable Statement of Services.

Value of services performed at this location: 100%

V. 25.4

2. PRICING

2.1 TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the Contract price is firm or estimated at the time it is submitted for obligation. The total price of this Contract is estimated.

2.2 State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing.

2.3 2.3. ECONOMIC ADJUSTMENTS:

2.3.1 One Adjustment will be allowed in this 12 month contract term.

2.3.2 Such adjustment must be requested in writing once Microsoft has published their Government Customer Rates for the applicable year.

2.3.3 Rates in previously executed Statement of Works/Service Orders will not be adjusted.

2.4 EXPENSES ALLOWED: Expenses are not allowed.

2.5 DISCOUNT: The State may receive a N/A % discount for payment within N/A days of receipt of correct invoice.

2.6 MAXIMUM AMOUNT: The total payments under this Contract and all renewal options shall not exceed $N/A without a formal amendment.

3. TERM AND TERMINATION

3.1 TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending 365 days later.

3.1.1 In no event will the total term of this Contract, including the initial term, any renewal terms and any extensions, exceed (ten) 10 years pursuant to 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: N/A

3.3 TERMINATION FOR CAUSE: See Microsoft Master Services Agreement State and Local Government & Public Educational Institutions Section 9 , Term and termination.

3.4 TERMINATION FOR CONVENIENCE: MSA Section 9, Term and termination.

3.5 OTHER TERMINATION: MSA Section 9, Term and termination.

3.6 SUSPENSION: MSA Section 9, Term and termination.

3.7 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

V. 25.4 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 or the Agency reserves funds, 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 or available funds for payment.

Vendor will be notified in writing of the failure of appropriation or of a reduction or decrease and the

. Any suspension or termination pursuant to this section will be effective upon the date of the written notice unless otherwise indicated. Such termination or suspension will not relieve the State from payments for amounts due for approved services provided and received prior to the termination or suspension submitted pursuant to an executed Statement of Services / Order.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1 PAYMENT TERMS AND CONDITIONS:

4.1.1 Payment: MSA Section 10(n), Professional Services payment terms.

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 Vendor under the

C . 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 and are available on the Illinois Department of Labor shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting the Illinois Department of Labor at 217-782-6206 or (http://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 services provided meet all requirements of this Contract, and the amount billed and expenses incurred are as allowed in this Contract. Invoices for 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.

V. 25.4

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 Illinois tax exemption number and federal tax exemption information.

4.1.6.2 Vendor shall invoice in accordance with the terms of this Contract and the applicable Statement of Services.

4.1.6.3 Vendor shall issue invoices separately for each order/Statement of Services, with invoices corresponding to a single order/Statement of Services. Charges for multiple orders/Statements of Services may not be combined into a single invoice.

Send invoices to:

Ordering Entity: Ordering Entity

Attn: Ordering Entity

Address: Ordering Entity

City, State Zip Ordering Entity

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: MSA Section 10(b), Assignment.

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 Certifications form available from the State. If at any time during the term of this Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to this 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 this 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 the Contract or subcontract and necessary to support amounts charged to the State pursuant the Contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by 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, 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

V. 25.4 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. Vendor or subcontractors shall not impose a charge for audit or examination of books and records. 30 ILCS 500/20-65. Vendor and its subcontractors shall upon reasonable notice appear before and respond to requests for information from the Illinois Works Review Panel. 30 ILCS 559/20-25(d).

4.5 TIME IS OF THE ESSENCE: Contract.

Vendor shall continue to perform its obligations while any dispute concerning the Contract is being resolved unless otherwise directed by the State. Microsoft will have no obligation to continue to provide services under a Statement of Services / Order if Customer fails to make payment in accordance with the State Prompt Payment Act.

4.6 NO WAIVER OF RIGHTS: MSA Section 10(e), Waiver.

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: MSA Section 4, Confidentiality.

4.9 USE AND OWNERSHIP: MSA Section 3, Use, ownership, rights and restrictions.

4.10 INDEMNIFICATION AND LIABILITY: MSA Section(s) 7, Defense of third party claims, and 8, Limitations of liability.

4.10.1 DATA BREACH PREVENTION, NOTICE, AND REMEDIATION: The Microsoft Products and Services Data Protection Addendum (DPA) is applicable to the services provided under this Contract and is in effect as of the effective date of the applicable Statement of Services / Order. The DPA as updated from time to time, is published at https://aka.ms/DPA or a successor site, and will be incorporated into each Statement of Services / Order.

4.10.2 DATA LOSS AND DAMAGE TO STATE COMPUTER SYSTEMS: The Microsoft Products and Services Data Protection Addendum (DPA) is applicable to the services provided under this Contract and is in effect as of the effective date of the applicable Statement of Services / Order. The DPA as updated from time to time, is published at https://aka.ms/DPA or a successor site, and will be incorporated into each Statement of Services / Order.

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.

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) ce in the amount required by law.

obligation to indemnify, defend, or settle any claims.

V. 25.4

4.12 INDEPENDENT CONTRACTOR: MSA Section 10(i), Microsoft as independent contractor.

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 this Contract.

4.14 COMPLIANCE WITH THE LAW: Vendor, its employees, agents, and subcontractors shall comply with all federal, state, and local laws, rules, ordinances, regulations, orders, federal circulars and all license and permit requirements related and applicable to its obligation to perform services under 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. Nothing in this Contract or its attachments shall be construed as requiring either party to act in a manner that would violate applicable law.

4.15 BACKGROUND CHECK:

4.15.1 Microsoft Conducted Background Check: Before assigning U.S. based Microsoft employees or Microsoft assigned contractors to provide services which require network access or unescorted onsite access, Microsoft will conduct background screens of Microsoft personnel and direct its contractors to conduct screens of their employees.

The screens comply with the Fair Credit Reporting Act and consist of Social Security Number trace, seven-year felony and misdemeanor criminal record checks of federal, state, or local records (as applicable), National Sex Offender Registry search, and a Global Sanctions and Enforcement check, which includes, but is not limited to, Office of Foreign Assets Control List (OFAC) checks, Bureau of Industry and Security List (BIS) checks, Office of Inspector General (OIG) checks, System for Awards Management (SAM) checks, and Office of Defense Trade Controls Debarred Persons List (DDTC) checks. Microsoft also performs employment history and education verifications during the on-hire background screening process. For any personnel who have been employed with Microsoft for five years or more, and for whom there is no record of a background screen, Microsoft will conduct only a criminal history check because the

No personnel who have been convicted of a job-related felony or misdemeanor in the last seven years will be assigned to provide services. Job-related convictions are determined by the nature and gravity of the offense or offenses, the time which has passed since the offense(s), and the nature of the work assignment, among other factors.

Microsoft will provide a letter of certification from its Global Security team confirming that each assigned employee has successfully completed a Microsoft Standard Background Check. For Microsoft assigned contractors, letters of certification will be provided by their employer, as applicable.

4.15.2 Customer Controlled Check: Where required based on the scope of work, Customer Controlled Checks will be addressed in the applicable Statement of Services / Order as agreed upon by the parties.

4.16 APPLICABLE LAW:

4.16.1 PREVAILING LAW: MSA Section 10(c), Applicable law; dispute resolution.

V. 25.4

4.16.2 EQUAL OPPORTUNITY:

incorporated by reference. 44 ILL. ADM. CODE 750.

4.16.3 COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: MSA Section 10(c), Applicable law;

dispute resolution, and Section 4.28.1 below.

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

, and interest in and 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 Vendor shall have any liability to 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 or via courier (UPS, Federal Express, or other similar and reliable carrier). Notices shall be sent to the individuals who signed this Contract using the contact information provided with the signatures. Each such notice shall be deemed to have been on the date shown on the return receipt, or if electronically, on the date of transmission. By giving notice, either Party may change its contact information. Microsoft may provide information to Customer about upcoming ordering deadlines, services and subscription information in electronic form, including by email to contacts provided by the Customer.

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, . All provisions that by their nature would be expected to survive, shall survive termination.

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. Contract and compliance with law and rule to determine whether to continue this Contract, suspend Vendor from doing future business with the

V. 25.4

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

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. Such schedule will be confirmed in the applicable Statement of Services / Order.

4.25 WARRANTIES FOR SUPPLIES AND SERVICES: MSA Section 6, Warranties.

4.26 REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of 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.

4.28 SUPPLEMENTAL TERMS:

and conditions, or in any licensing agreement attached hereto:

4.28.1 The procuring Agency and the State do not waive sovereign immunity (including all rights provided in the State Lawsuit Immunity Act, 745 ILCS 5);

4.28.2 The procuring Agency and the State do not consent to be governed by the laws of any state other than Illinois;

4.28.3 The procuring Agency and the State do not consent to be represented in any legal proceeding by any person or entity other than the Illinois Attorney General or his or her designated representative which may include the Vendor as provided in the attached Microsoft Master Service Agreement;

4.28.4 The procuring Agency and the State shall not indemnify Vendor or its subcontractors (including any equipment manufacturers or software companies);

4.28.5 Vendor shall indemnify the procuring Agency and State pursuant to the terms and conditions of the Indemnification and Liability clause of this Contract; and

4.28.6 contained in the Indemnification and Liability clause of this Contract.

4.29 SECURITY REQUIREMENTS: The Microsoft Products and Services Data Protection Addendum (DPA) is applicable to the services provided under this Contract and is in effect as of the effective date of the applicable Statement of Services / Order. The DPA as updated from time to time, is published at https://aka.ms/DPA or a successor site, and will be incorporated into each Statement of Services / Order.

V. 25.4

5. SUPPLEMENTAL PROVISIONS

5.1. STATE SUPPLEMENTAL PROVISIONS: The Supplemental Provisions listed in this section are only applicable to Vendor when checked.

Agency Definitions

1.

500/10-20(a)(4).

2. -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.

3. -for- -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.

Agency Specific Terms and Conditions

Required Federal Clauses, Certifications and Assurances

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

Act requires vendors and subcontractors to pay laborers, workers and mechanics performing services on for fringe benefits) in the county where the work is performed. The Code requires vendors that are awarded certain service contracts to pay service workers no less than the general prevailing wage rates of hourly wages (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Illinois Department of Labor publishes the prevailing wage rates on its website at http://labor.illinois.gov. The Illinois Department of Labor revises the prevailing wage rates, and Vendor revisions subcontractors rendering services under this Contract must comply with all requirements of the Prevailing Wage Act and Code, including but not limited to, all wage requirements and notice and record keeping duties.

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.

PREVAILING WAGE ACT: This Contract is a service contract subject to the prevailing wage requirements of the Illinois Procurement Code, 30 ILCS 500/25-and subcontractors to pay laborers, workers and mechanics performing services on public works projects no less t the county where the work is performed. The Code requires vendors that are awarded certain service contracts to pay service workers no less than the general prevailing wage rates of hourly wages (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Illinois

V. 25.4

Department of Labor publishes the prevailing wage rates on its website at http://labor.illinois.gov. The Illinois Department of Labor revises the prevailing wage rates, and Vendor and any subcontractors have an obligation to check the Illinois Department o services under this Contract must comply with all requirements of the Prevailing Wage Act and Code, including but not limited to, all wage requirements and notice and record keeping duties.

EMPLOYMENT OF ILLINOIS WORKERS ON PUBLIC WORKS: In a period of excessive unemployment rates, State vendors (1) constructing or building any public works or (2) cleaning-up and disposing on-site of hazardous waste, and that clean-up or on-site disposal is funded or financed in whole or in part with State funds or funds administered by the State, are required to employ at least 90% Illinois laborers on such project. For projects involving clean-up and on-site disposal of hazardous waste, emergency response or immediate removal activities are excluded. This requirement applies to all labor whether skilled, semi-skilled, or unskilled, whether manual or non-manual.

A period of excessive unemployment rates is defined as any month immediately following two consecutive calendar months during which the level of unemployment in the State of Illinois has exceeded 5% as measured by the United States Bureau of Labor Statistics in its monthly publication of employment and unemployment figures.

Any public works project financed in whole or in part by federal funds administered by the State of Illinois is covered under the provisions of this requirement, to the extent permitted by any applicable federal law or regulation. 30 ILCS 570.

Vendors may receive an exception from this requirement by submitting a request and supporting documents certifying that Illinois laborers are either not available or are incapable of performing the particular type of work involved. The certification must: (a) be submitted to the Agency within the first quarter of the Contract term; (b) provide sufficient support that demonstrates the exception is met; (c) be signed by an authorized signatory of Vendor; and (d) be approved by the Agency.

ILLINOIS WORKS JOBS PROGRAM ACT (30 ILCS 559/20-1 et seq.): For a contract that utilizes appropriated capital funds in whole or in part, involves the construction of a public work, and has with an estimated total project cost of $500,000 or more, Vendor must comply with the Illinois Works Apprenticeship Initiative (30 ILCS 559/20-20 to 20-

Initiative is that apprentices will perform either 10% of the total labor hours actually worked in each prevailing wage classification or 10% of the estimated labor hours in each prevailing wage classification, whichever is less. Vendor may seek from the Department of Commerce and Economic Opportunity waiver or reduction of this goal in certain circumstances pursuant to 30 ILCS 559/20-20(b).

Vendor must ensure compliance for the life of the entire project, including during the term of the Contract and after the term ends, if applicable, and will be required to report on and certify its compliance.

Agency Specific Terms and Conditions

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

2. 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.

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

V. 25.4

4. 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.

5. The credit or liability of each governmental unit or qualified not-for-profit agency shall remain separate and distinct.

6. Disputes between vendors and governmental units or qualified not-for-profit agencies shall be resolved between the affected parties.

7. All terms and conditions in this Contract apply with full force and effect to all purchase orders.

Other (Order of Precedence, Standard Certification Compliance)

In the case of a conflict between any documents in this the attached Microsoft Master Services Agreement that is not expressly resolved in those documents, their terms will control in the following order from highest to lowest priority: (1) this Contract / Agreement, (2) any Statement of Services, inclusive of any attachments, and (3) any other documents referenced in this Agreement. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.

Microsoft understands and agrees that compliance with the State of Illinois Standard Certifications 30 ILCS 500/50-of the term of the Contract and any renewals is a material requirement of this Contract.

5.2. VENDOR SUPPLEMENTAL PROVISIONS

Microsoft MSA as agreed to between the State of Illinois and Microsoft.

6. ATTACHMENTS

6.1. Microsoft Master Services Agreement State and Local Government & Public Educational Institutions

6.2. Financial Disclosures

V.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

Agency Reference #: R-275413

Project Title: JPMC SS Microsoft-Delivered Professional Services

Contract #:

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

BidBuy / Bulletin Reference #: B-48681

BidBuy / Bulletin Publication Date:7/16/2025

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?

SLG Microsoft Master Services Agreement v9.1(NOV 2019)

Terms and Conditions Page 3 of 9

Terms and Conditions

1. Definitions. In this Agreement, a “party” or “parties” means Customer and/or Microsoft as the context requires. In addition, the following definitions apply:

“Affiliate” means (i) with regard to Customer, any government agency, department, office, instrumentality, division, unit or other entity of Customer’s state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; together with, as mandated by law, any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality located within Customer’s state jurisdiction and geographic boundaries; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and (ii) with regard to Microsoft, any legal entity that Microsoft Controls, which Controls Microsoft, or which is under common Control with Microsoft.

“Control(s)” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

“Customer” means the legal entity that has entered into this Agreement.

“Customer Data” means all data, including all text, sound, software, image or video files that are provided to Microsoft by, or on behalf of, Customer and its Affiliates through use of Online Services.

“day” means a calendar day, except references that specify “business day”.

“Fix” or “Fixes” means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or that Microsoft provides to Customer when performing Professional Services to address a specific issue (including, but not limited to, workarounds, patches, bug fixes, beta fixes and beta builds).

“Microsoft” means the Microsoft Affiliate that has entered into this Agreement and its Affiliates, as appropriate.

“Online Services” means the Microsoft-hosted services identified as Online Services in the Microsoft Product Terms. Online Services are not offered under the scope of this Agreement.

“Order” means the document(s) prepared and submitted by Customer or its Affiliates to Microsoft for Professional Services under this Agreement. Any applicable Statement of Services will be attached to the Order.

“Pre-Existing Work” means any computer code or materials developed or otherwise obtained independently of the efforts of a party under a Statement of Services pursuant to this Agreement.

“Product” means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions provided under the Customer’s contract with its Reseller. For the avoidance of doubt, products will not be provided pursuant to this Agreement.

“Product Terms” means the document that provides information about Microsoft Products. The Product Terms document is published on the Volume Licensing Site and is updated from time to time.

“Professional Services” means all Product support services and Microsoft consulting services or advice provided to Customer under a Statement of Services under this Agreement. “Professional Services” does not include Online Services.

“Professional Services Data” means all data, including all text, sound, video, image files, or software, that are provided to Microsoft by, or on behalf of, Customer (or that Customer authorizes Microsoft to obtain from an Online Service) or otherwise obtained or processed by or on behalf of Microsoft through an engagement with Microsoft to obtain Professional Services.

Terms and Conditions Page 4 of 9

“Service Deliverables” means any computer code or materials, other than Products or Fixes, that Microsoft leaves with Customer at the conclusion of Microsoft’s performance of the Professional Services pursuant to this Agreement.

“Software” means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services or Services Deliverables, but Software may be part of an Online Service. For the avoidance of doubt, software will not be provided under this Agreement.

“Statement of Services” means any work orders, services descriptions, or other description of Professional Services entered into pursuant to this Agreement and which terms shall govern the delivery of Professional Services.

“Trade Secret” means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.

“use” or “run” means to copy, install, use, access, display, run or otherwise interact with.

“Use Rights” means, with respect to any Product licensing program, the use rights or terms of service for each Product published on the Volume Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms.

“Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.

2. Services. The precise scope of the Professional Services will be specified in a Statement of Services.

Customer or any of Customer’s Affiliates may enter into Statements of Services under this Agreement with Microsoft’s local Affiliates. Microsoft’s ability to deliver the Professional Services depends upon Customer’s full and timely cooperation, as well as the accuracy and completeness of any information Customer provides. This Agreement does not obligate either party or its Affiliates to enter into any Statements of Services.

3. Use, ownership, rights and restrictions.

a. Products. Unless otherwise specified in a mutually agreed upon license agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable license agreement. Products will not be purchased under this Agreement.

b. Fixes and Services Deliverables.

i. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If the Fix is not provided for a specific Product, any use terms Microsoft provides with the Fix will apply.

Such use terms are non-negotiable but will be provided to Customer under the applicable Statement of Services for Customer review and will only apply to the extent Customer chooses to implement the Fix. If no use terms are provided, Customer shall have a non-exclusive, perpetual, fully paid-up license to use and reproduce the Fix solely for its internal business purposes.

ii. Pre-Existing Work. All rights in Pre-Existing Work will remain the sole property of the party providing the Pre-Existing Work. Each party may use, reproduce and modify the other party’s Pre-Existing Work only as needed to perform obligations related to Professional Services (on a temporary and non-exclusive basis).

iii. Services Deliverables. Upon payment in full, Microsoft grants Customer a non-exclusive, non-transferable, perpetual license to reproduce, use and modify the Services Deliverables solely for Customer’s internal business purposes, subject to the terms and conditions in this Agreement. If any Service Deliverables are supplied prior to payment in full, Microsoft grants Customer a temporary, non-exclusive, non-transferable, limited license for the term of the

Terms and Conditions Page 5 of 9 applicable Statement of Services to reproduce, use and modify the Services Deliverables solely for Customer's internal business purposes, subject to the terms and conditions in the applicable Statement of Services.

iv. Affiliates’ rights. Customer may only sublicense its rights in Services Deliverables granted hereunder to its Affiliates, but Customer’s Affiliates may not sublicense these rights. Microsoft is not responsible for ensuring Affiliate compliance with this Agreement

c. Non-Microsoft software and technology. Microsoft is not responsible for any non-Microsoft software or technology that Customer installs or uses with the Products, Fixes or Services Deliverables.

d. Restrictions on use. Customer must not (and is not licensed to) (1) reverse engineer, de-compile or disassemble any Product, Fix or Service Deliverable; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as expressly permitted in this Agreement or a Statement of Services, Customer must not distribute, sublicense, rent, lease or lend any Product, Fix or Service Deliverable, in whole or in part, or use them to offer hosting services to a third party.

e. Reservation of Rights. Products, Fixes, and Service Deliverables are protected by copyright and other intellectual property rights laws and international treaties; Microsoft reserves all rights not expressly granted in this Agreement. No rights will be granted or implied by waiver or estoppel.

4. Confidentiality. Subject to the requirements of Customer public records and trade secret laws (if any):

“Confidential Information” is non-public information that is designated “confidential” and that is exempt from disclosure under the Illinois Freedom of Information Act (5 ILCS 140), including Professional Services Data.

It includes, but is not limited to, non-public information regarding either party’s products, features, marketing and promotions.

Confidential Information does not include information that (a) becomes publicly available without a breach of this Agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, (d) is a comment or suggestion volunteered about the other party’s business, products or services, or (e) is subject to disclosure under the Illinois Freedom of Information Act, 5 ILCS 140.

Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors, and consultants (collectively “Representatives”) and then only on a need-to-know basis, under non-disclosure obligations at least as protective as this Agreement, or where any Confidential Information is subject to disclosure pursuant to court order, law enforcement, or applicable laws and regulations, including the Illinois Freedom of Information Act. 5 ILCS 140. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

A party may disclose the other party’s Confidential Information if required by law. If legally permissible and practicable, the disclosing party will use reasonable efforts to notify the other party in advance of such disclosure to allow the other party to seek a protective order or other appropriate remedy.

Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information.