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

“Invitation for Bid Vendor Instructions and Requirements”.

State of Illinois Contract v.25.4

Illinois State Board of Education

Contract

Universal Mental Health Screening Platform

27-586SBE-COMRE-B-54591

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 entering into this contract to secure comprehensive implementation of universal mental health screening for students in 3rd through 12th grades across Illinois. This effort advances the State’s commitment to a coordinated, prevention-oriented behavioral health system for children and youth.

In accordance with Public Act 104-0032, annual mental health screenings will be made available at no cost to all students in Grades 3–12 by the 2027–28 school year. These screenings are intended to function as an early identification and prevention tool designed to identify emerging behavioral health needs, reduce stigma, and connect students to timely and appropriate supports. iSBE’s not to exceed budget for this procurement is $7 million (Initial Implementation not to exceed $1 million, Year 2 not to exceed $3 million, Year 3 not to exceed $3 million)

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

Assessment/Screening

The Vendor shall:

Provide Screening Tools and Data Systems v.25.4

• Provide validated, brief (requiring no more than 10 minutes to complete under standard administration conditions and without accommodations), evidence-based, trauma-informed mental health screening tool(s) that offer a self-report option for students and are appropriate for universal screening of students in Grades 3–12. The self-report option shall allow students to directly report on their own mental health and behavioral health experiences, symptoms, or concerns. “Standard administration conditions” means administration of the screening instrument to a student using the platform’s standard instructions, procedures, and response format, without additional time, alternative administration methods, or individualized accommodations beyond the standard accessibility features available to all students. The screening platform shall allow the screening array and supporting content to be configured or customized to align with State requirements, district needs, and emerging best practices, while preserving the validity and intended use of the underlying screening instruments.

• Provide a configurable screening platform that allows authorized State and district users to tailor the screening tool array, user permissions, screening workflows, and applicable accessibility and integration settings to accommodate varying State and district implementation needs.

• Provide array of tools that identify potential indicators related to internalizing, externalizing, and trauma-related childhood mental health challenges.

• The screening tool array and configuration must be able to be updated or modified to reflect advances in science, technology, and clinical best practice.

• Screening tools must align with State requirements, district needs, and best practices.

• Provide a secure electronic data collection portal for administration and management of screening activities.

• All user-facing content, instructions, and screening items shall be written for the appropriate grade level, as measured by the Fry Readability Scale or an equivalent validated measure. Screening tools and platform content shall be culturally and linguistically appropriate for diverse student populations, including students with limited English proficiency. The screening platform shall support multi-language access in compliance with the Illinois

Department of Innovation and Technology (DoIT) Weglot application v.25.4 standard and shall at minimum support the following languages: Spanish, Tagalog, Ukrainian, Simplified Chinese, Arabic, Hindi, and Polish.

• Provide a platform that accommodates modes of administration that adapt to student reading level, disability, and/or educational accommodations.

• Include screening tools that are designed for screening and early identification purposes only and are not intended to serve as diagnostic instruments.

Ensure Data Security and Compliance

• Provide secure and compliant systems for data transmission, storage, aggregation, and reporting.

• Ensure all student data are encrypted during transmission and at rest. The

Vendor shall implement security controls consistent with the NIST Cybersecurity

Framework and applicable Illinois Department of Innovation and Technology

(DoIT) security standards. Cryptographic modules used to protect student data shall be FIPS 140-2 or FIPS 140-3 validated.

• Establish and maintain protocols for data retention, backup, recovery, and secure destruction, and shall comply with all applicable federal and state laws governing student data privacy and security, including but not limited to

FERPA, COPPA, the Illinois Student Online Personal Protection Act (SOPPA), and the Illinois Personal Information Protection Act (PIPA).

• Ensure the screening platform complies with all applicable Illinois Department of Innovation and Technology (DoIT) Technology and Accessibility Standards governing State agency information systems, including accessibility requirements for users with disabilities and multilingual access requirements.

• Ensure the security and privacy of all aspects of the screening platform, including application, hosting, and infrastructure. The Vendor shall implement role-based access controls that restrict screening data and sensitive student information to authorized users with appropriate permissions at the ISBE, district, and school levels based on authorized credentials and job responsibilities. These permissions shall include the ability to view aggregate data only and the ability to view individual student screening results. Vendor shall not have access to any individual student results.

• Maintain an incident response plan and notify ISBE within 24 hours of discovering any suspected or confirmed data breach or security incident, and submit an affidavit verifying that all employees with access to student data v.25.4 receive training on applicable privacy law compliance requirements upon hire and annually thereafter.

• Maintain and provide a current SOC 2 Type II report covering the Trust Services

Criteria for Security, Availability, and Confidentiality for the systems, infrastructure, applications, and operational processes used to deliver the screening platform. The report shall be issued by an independent certified public accounting firm and shall cover a review period ending no more than twelve (12) months prior to submission. The Vendor shall provide updated SOC 2 Type II reports annually throughout the contract term and promptly notify ISBE of any material exceptions, qualified opinions, control deficiencies, or changes that may affect the confidentiality, integrity, availability, or security of ISBE data or student information. If the Vendor does not possess a current SOC 2 Type II report at contract execution, the Vendor shall submit an ISBE-approved remediation and compliance plan within thirty (30) days of contract execution and obtain a SOC 2 Type II report within a timeframe approved by ISBE.

• Ensure sensitive student information is accessible only to authorized personnel.

Implement Role-Based Access Controls

• Implement role-based access controls that restrict access to sensitive student information based on authorized user credentials and job responsibilities.

• Provide role-based access controls that allow districts and schools to assign and manage user roles and permissions based on locally defined roles and responsibilities.

Linkage

The Vendor shall perform the following:

Support Referral Pathways and Student Services

• Ensure the screening platform is designed, implemented, and maintained as an interoperable component of ISBE’s broader technology ecosystem and not as a standalone or siloed solution. The platform shall integrate with ISBE-designated systems, applications, databases, identity management services, district student information systems, State-approved behavioral health referral platforms, and other State-approved systems and community-based behavioral health resources identified by ISBE, including but not limited to BEACON and ICARRS. The platform shall support secure, timely, standards-based, documented, and v.25.4 authorized bi-directional data exchange, workflow coordination, reporting, and service referral consistent with ISBE data governance requirements, applicable privacy laws, role-based access controls, consent requirements, audit logging, cybersecurity standards, and approved interoperability standards.

• The Vendor shall submit and maintain ISBE-approved integration documentation that demonstrates how the screening platform will interoperate with ISBE-designated systems, district student information systems, and State-approved partner systems. This documentation shall include: (1) an Integration

Architecture Diagram showing system data flows, APIs, systems of record, authentication and identity management, referral endpoints, reporting paths, and relevant security boundaries; (2) a Data Mapping and System-of-Record Matrix identifying ownership, source, destination, permitted use, and update responsibility for key data elements, including but not limited to student demographic data, consent status, screening results, referral status, follow-up status, and reporting metrics; (3) an API and Interface Control Document describing each interface, API endpoint, payload definition, data format, authentication method, authorization model, error handling process, logging requirements, support contacts, escalation procedures, and change management requirements; and (4) Bi-Directional Exchange Requirements specifying where the platform must send and receive authorized data to support screening, consent management, referral coordination, follow-up, participation monitoring, and reporting. The Vendor shall not rely solely on one-way exports or static reports where approved bi-directional integration is feasible and required by

ISBE.

• Ensure the screening platform adheres to industry-standard open data exchange formats and protocols, including but not limited to Fast Healthcare

Interoperability Resources (FHIR), Health Level Seven (HL7), and Ed-Fi, to facilitate seamless, bi-directional data exchange with State systems, district student information systems, and other platforms identified by ISBE.

• Ensure the screening platform implements Illinois' Single Sign-On (SSO) solution, Okta, to provide authorized users with a single set of login credentials consistent with ISBE identity governance and access management policies.

• Submit an integration strategy to ISBE for approval within forty-five (45) days of contract execution. The strategy shall address system integration, change management processes, stakeholder collaboration, and the required integration documentation, including the Integration Architecture Diagram, Data Mapping and System-of-Record Matrix, API and Interface Control Document, and Bi-

Directional Exchange Requirements. The strategy must be updated within fifteen v.25.4

(15) days of any integrated system, interface, API, data model, authentication method, or workflow change.

• Provide comprehensive documentation on all integrations and Application

Programming Interfaces (APIs) and submit an API Usage and Performance

Report to ISBE on a quarterly basis.

• Support development of procedures for referral, follow-up and coordination of services when screening identifies potential student needs.

• Work with ISBE to support workflows for identifying and flagging students who may require additional support or intervention.

• Incorporate a consent-tracking module to ensure that screening data are in compliance with current parent/guardian consent and student assent.

Promote Equity and Participation

• Develop and implement strategies to maximize student participation in screening activities.

• Monitor participation and implementation to minimize the risk of disproportionate exclusion or underrepresentation

Provide Implementation Support

The Vendor shall do the following:

Support District-Level Implementation Planning

• Provide implementation planning support to participating districts and schools, including familiarizing districts and school staff with the ways in which the platform can support established workflows.

• Assist districts in developing screening schedules, staffing plans, operational procedures, and local implementation protocols.

Provide Staff Training and Professional Development

• Provide initial and ongoing staff training and professional development related to screening administration, interpretation of results, confidentiality requirements, and referral procedures.

• Offer training in multiple formats, including live and asynchronous options.

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Support Family Communication and Consent Processes

• Support the development family communication materials related to screening purposes, procedures, confidentiality protections, and follow-up processes.

• Provide operational support for active and passive consent procedures consistent with local district policies.

• Track consents and ensure alignment with data handling and storage.

• Ensure communication materials are culturally responsive and available in multiple languages.

Provide Technical Assistance

• Establish and maintain a Help Desk to provide authorized users with technical assistance and ensure Help Desk staff are trained in screening platform workflows, role-based access protocols, and applicable student data confidentiality requirements. Ongoing technical assistance shall be available via multiple channels including phone, email, chat, and a secure ticketing system to accommodate the diverse needs of school district users across

Illinois.

• Ensure the screening platform has the capacity to support statewide deployment serving an estimated 1.3 million students annually, including the ability to manage large increases in concurrent demand during peak screening periods without degradation of system performance or availability.

• Provide onboarding support and ongoing technical assistance throughout the contract term covering operational implementation, data collection procedures, workflow development, troubleshooting, and system functionality, and provide a minimum of seventy-two (72) hours’ notice to all users of any scheduled maintenance or system updates that would impact platform availability.

• Respond to ISBE notifications of platform functionality failure within two (2) hours during business hours with an emergency repair plan identifying repair activity, responsible parties, and an estimated resolution timeline, and provide regular status updates to ISBE until the issue is resolved. During identified peak screening periods, the Contractor shall treat any platform functionality failure as a priority escalation requiring immediate response.

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• Submit a Maintenance and Operations Report to ISBE on a quarterly basis and upon request, detailing maintenance activities, system performance, any unplanned outages, and corrective actions taken.

• Modify the screening platform at the behest of ISBE based on user feedback, stakeholder input, and operational needs identified during implementation.

1.3. MILESTONES AND DELIVERABLES:

The Vendor shall submit a Shared Responsibility Matrix identifying the responsibilities of the Vendor, ISBE, participating districts, schools, and any approved subcontractors for implementation, identity and access management, data ownership, data quality, consent management, incident response, referral coordination, reporting, support escalation, and ongoing operational governance.

The matrix shall be reviewed and approved by ISBE before go-live and updated when responsibilities, integrations, workflows, or participating systems materially change.

The Vendor shall complete all milestones and deliverables in accordance with the timelines specified below. All days refer to calendar days from the date of contract execution unless otherwise specified. Deliverables shall be submitted to ISBE in formats approved by ISBE and shall be subject to ISBE review and approval prior to implementation. The Contractor shall not proceed to subsequent milestones without written ISBE approval of preceding deliverables where approval is specified below or as specified in the applicable plan.

Bonding Requirements:

N/A

Implementation Milestones

Milestone / Deliverable IFB Reference Due Date

Project Management Plan, including detailed implementation timeline, staffing plan, and go-live schedule

Provide Technical Assistance

Submitted within 30 days of contract execution and approved by ISBE

Data Security and Governance Plan, including server compliance and security certifications

Ensure Data Security and Compliance

Submitted within 30 days of contract execution and approved by ISBE v.25.4

Milestone / Deliverable IFB Reference Due Date

Screening Administration Protocols, including procedures for platform administration, user guidance, and test security

Provide Screening Tools and Data Systems

Submitted within 30 days of contract execution and approved by ISBE

User Role and Permissions Framework, including role-based access controls and audit logging functionality and documentation

Implement Role-Based Access Controls

Submitted within 30 days of contract execution and approved by ISBE

Technical Assistance Protocols, including helpdesk procedures, contact information, escalation procedures, and service level commitments

Provide Technical Assistance

Submitted within 30 days of contract execution and approved by ISBE

Integration Strategy, addressing system integration, change management, and stakeholder collaboration

Support Referral Pathways and Student Services

Submitted within 45 days of contract execution and approved by ISBE

Training Program Plan, including role-based training topics, delivery methods, materials, schedules, and evaluation criteria

Provide Staff Training and Professional Development

Submitted within 30 days of contract execution and approved by ISBE

Functional Electronic Screening Portal, including documentation of screening tool validation and psychometric properties

Provide Screening Tools and Data Systems

Go-live in accordance with approved Project Management Plan timeline

Training Materials and Curricula, including role-specific content for administrators, school staff, and district users

Provide Staff Training and Professional Development

In accordance with approved Training Program Plan timeline

District Implementation Planning Toolkit, including screening schedules, staffing plan templates, and operational procedures

Support District-Level Implementation Planning

In accordance with approved Project Management Plan timeline

Parent and Family Communication Toolkit, including consent templates and procedural guidance, available in all required languages

Support Family Communication and Consent Processes

In accordance with approved Project Management Plan timeline

Referral Workflow Documentation, including procedures for service coordination, follow-up, and telehealth integration plan

Support Referral Pathways and Student Services

In accordance with approved Project Management Plan timeline v.25.4

Milestone / Deliverable IFB Reference Due Date

Equity and Participation Monitoring Plan

Promote Equity and Participation

In accordance with approved Project Management Plan timeline

Platform ready to be used for universal screening

Provide Screening Tools and Data Systems

No later than July 1, Ongoing Reporting Deliverables

Report IFB Reference Content Submission Due Date

Help Desk Response Time Report

Provide Technical Assistance

Volume of requests, response times, resolution rates, and unresolved issues by category

Monthly, due 5 days after the end of the prior month, and upon ISBE request starting July 1, 2027.

Participation and Implementation Report

Promote Equity and Participation

Screening participation rates by district, school, grade, and demographic group;

identification of underrepresented populations

Quarterly — October 15, January 15, April 15, July 15, and upon ISBE request

Training Activities Report

Provide Staff Training and Professional Development

Participation by role and district, trainings completed, evaluation results, and user engagement

Quarterly — October 15, January 15, April 15, July 15, and upon ISBE request

Training Assessment Summary Report

Provide Staff Training and Professional Development

Training effectiveness and participant satisfaction

Annually — July 30, and upon ISBE request

API Usage and Performance Report

Support Referral Pathways and Student Services

API uptime, average response time, error rates, transaction volumes, failed transactions, security incidents, and deviations from performance standards

Quarterly — October 15, January 15, April 15, July 15 v.25.4

Report IFB Reference Content Submission Due Date

Maintenance and Operations Report

Provide Technical Assistance

Maintenance activities, system performance, scheduled and unplanned outages, and corrective actions

Quarterly — October 15, January 15, April 15, July 15, and upon ISBE request

Emergency Repair Report

Provide Technical Assistance

Incident description, root cause analysis, repair activities, and preventive measures implemented

Within 5 days of incident resolution, and compiled quarterly — October 15, January 15, April 15, July 15, and upon ISBE request

New Standards Compliance Report

Ensure Data Security and Compliance

Adoption and adherence to emerging federal and state standards affecting the platform

Annually — July 30

Ad Hoc Reports All sections Various, as determined by

ISBE

Within 7 days of ISBE request

1.4. VENDOR/STAFF SPECIFICATIONS:

Vendor Experience Requirements

• The Vendor must have a minimum of three (3) years of experience developing, implementing, and maintaining a validated behavioral or mental health screening platform deployed at scale. Experience in statewide K–12 educational settings or similarly large systems is preferred. For purposes of this solicitation, "similarly large systems" means large, multi-site organizations that administer behavioral or mental health screening through a centralized platform across multiple locations or jurisdictions, serving at least 50,000 students in a variety of ages and grades annually or an equivalent scale of operations.

The Vendor shall submit a table of comparable projects completed within the past three (3) years. The table shall include the client or organization name, project title, brief project description, dates of contract (start and end dates), project duration, number of sites served, and the approximate number of students served per grade v.25.4 annually. The Vendor may also submit supporting documentation (e.g., annual reports or project summary reports) sufficient for ISBE to verify the Vendor's experience. The information submitted will be used solely to verify the minimum experience requirement and will not be evaluated or assigned points in the bid evaluation.

The Vendor must have demonstrated experience collaborating with state government agencies on large-scale youth mental health initiatives and must provide documentation or examples to confirm this experience. For purposes of this solicitation, "large-scale" means initiatives implemented on a statewide basis or across multiple jurisdictions that serve a substantial youth population (e.g., statewide implementation or implementation involving multiple school districts, agencies, or organizations serving at least 50,000 youth annually or an equivalent scale).

The Vendor must have a minimum of three (3) years of experience implementing technology platforms in K–12 educational settings. The Contractor’s experience shall reflect familiarity with school district governance structures, academic calendars, student data privacy requirements, and multi-stakeholder environments (including administrators, teachers, parents, and students).

Key Personnel Requirements

The Vendor shall provide qualified personnel to perform the work required under this contract and shall provide a staffing plan identifying all key personnel positions, skill sets, time commitments, and procedures for staffing changes. The Vendor shall have the following dedicated key personnel positions, or equivalent, to meet the requirements of this contract:

• Project Manager — Responsible for providing project direction and delivery strategies, establishing milestones and schedules, reporting on project status, and monitoring progress.

• Data Security Specialist — Responsible for ensuring the security of student data and platform infrastructure, developing and implementing security policies and procedures consistent with FERPA, COPPA, SOPPA, and PIPA, and monitoring compliance with those policies. This role will also conduct risk assessments, identify security vulnerabilities, and recommend solutions.

• Business Analyst — Performs functional and business requirements analysis for customization needs, conducts workflow analysis, and assists with writing specifications.

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• IT Technical Support Staff — Responsible for assisting users with troubleshooting problems, installations, and system performance related to software, hardware, and networks.

• Psychometrician or Assessment Validity Specialist — A qualified professional with demonstrated expertise in the psychometric properties of behavioral and emotional screening instruments, including reliability, validity, normative sampling, and bias analysis. Responsible for advising the Agency on the technical adequacy of screening tools and proposed instrument updates.

• Mental Health or School Psychology Consultant — A licensed mental health professional or certified school psychologist responsible for ensuring the clinical and psychometric validity of screening tools deployed on the platform, advising on evidence-based screening practices, and supporting the Agency in evaluating proposed updates to screening instrument content as practices evolve.

• Implementation Support Specialist — Responsible for providing direct, district-level implementation planning and technical assistance to participating school districts and schools, including support for screening schedules, staff training coordination, consent process logistics, and workflow integration with existing school-based MTSS or behavioral health support structures.

Key Personnel Retention

Key personnel shall remain assigned for at least twelve (12) months from go-live, unless otherwise approved by the Agency. The Vendor shall not reassign or replace key personnel without prior written approval from the Agency. Any approved replacement shall have equal or greater qualifications and shall be onboarded with a knowledge-transfer plan at no cost to the Agency within ten (10) days of the approved transition.

Staff Training and Compliance Affidavit

The Vendor shall submit an affidavit verifying that all employees with access to student data receive training on applicable student data privacy law compliance requirements, including

FERPA, COPPA, SOPPA, and PIPA, upon hire and annually thereafter.

The Vendor shall implement an annual recertification process for platform administrators and Agency-designated staff to validate continued proficiency in student data security management, platform troubleshooting, and data integrity tasks.

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1.5. TRANSPORTATION AND DELIVERY:

N/A

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be utilized? Yes No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois

Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a

State contract.

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

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

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

• Subcontractor Name: Click here to enter text

Amount to Be Paid: Click here to enter text

Address: Click here to enter text

Description of Work: Click here to enter text

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

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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: Click here to enter text

Value of services performed at this location: Click here to enter text

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

Value of services performed at this location: Click here to enter text

2. PRICING

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

2.2. 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.

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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 December 1, 2026 or upon execution, whichever is later - June 30, 2029. 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.

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.

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the

State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of

$1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement

Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the

Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois

Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

https://labor.illinois.gov/ v.25.4

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 quarterly unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

Send invoices to:

Agency: Illinois State Board of Education

Attn:

Michelle Herron

Address:

100 North First St

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.

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 v.25.4 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.

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.

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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 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 v.25.4 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 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.

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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…