next generation firewall -final

REQUEST FOR PROPOSALS FOR

NEXT GENERATION FIREWALL REPLACEMENT AND RELATED SERVICES

Specification No. 17-350036 Advertisement Date: September 28, 2017_

Required for use by the Department of Information Technology Services

ISSUED BY THE DEPARTMENT OF PROCUREMENT

BOARD OF EDUCATION OF CITY OF CHICAGO RAHM EMANUEL FORREST CLAYPOOL MAYOR CHIEF EXECUTIVE OFFICER FRANK M. CLARK JONATHAN MAPLES PRESIDENT CHIEF PROCUREMENT OFFICER

For Current Bid/RFQ/RFP Information:

www.cps.k12.il.us/purchasing

RFP FOR [NEXT GENERATION FIREWALL REPLACEMENT AND RELATED SERVICES] Specification No. [17-350036]

TABLE OF CONTENTS

I. General Invitation and Instructions II. Scope of Products and Services

III. Cost Proposal

IV. Submittal Requirements V. Evaluation Criteria and Basis of Award VI. Proposer’s Execution Page Attachments: Attachment A: Contractor’s Disclosure Form Attachment B: General and Specific Terms and Conditions Attachment C: W-9 Tax Form Attachment D: MBE/WBE Compliance Affidavit Attachment E: Insurance Requirements Attachment F: Non-Disclosure Agreement Attachment G: Interrogatories

RFP FOR [NEXT GENERATION FIREWALL REPLACEMETN AND RELATED SERVICES] Specification No. [17-350036]

SECTION II.

REQUEST FOR PROPOSALS (RFP) FOR NEXT GENERATION FIREWALL REPLACEMENT AND RELATED SERVICES FOR THE BOARD OF EDUCATION OF THE CITY OF CHICAGO

The Board of Education of the City of Chicago, commonly known as the Chicago Public Schools (the “Board” or “CPS”) invites the submission of proposals from firms (“Proposers”) that wish to provide a next generation firewall system and related services to the Board. The Board reserves the right to (i) select one or more Proposers to provide the products and services outlined herein; (ii) reject any and all proposals; and (iii) identify any areas where a conflict of interest may require limitations on a Proposer. A firm may propose as a joint venture and independently as a single Proposer. If the firm is proposing in both capacities, separate proposals must be submitted for each. If a joint venture response is rejected, no firm which has participated in the joint proposal can be considered to provide the products and services unless it has separately submitted a proposal. Similarly, two (2) or more firms may submit proposals as a prime contractor and subcontractor(s) relationship. In the event of such an arrangement, the Board reserves the right to reject any subcontractor and accept only the primary contractor. The Board will not accept a subcontractor and reject the primary contractor. If a subcontractor wishes to be considered separately for a portion of the services, such firm should submit a separate proposal. A “partnership”, “joint venture” or “sole proprietorship” operating under an Assumed Name must be registered with the Illinois County in which it is located, as provided in the Assumed Business Name Act (805 ILCS 405.0.01, et. seq.). PROPOSALS ARE TO BE SUBMITTED ELECTRONICALLY ACCORDING TO THE INSTRUCTIONS CONTAINED IN THE SUBMITTAL REQUIREMENTS SECTION OF THIS REQUEST FOR PROPOSAL. IF PROPOSER DESIGNATES ANY PORTION OF ITS SUBMITTAL AS EXEMPT UNDER THE ILLINOIS FREEDOM OF INFORMATION ACT (“FOIA”), PROPOSER SHALL ALSO PROVIDE ONE (1) ELECTRONIC VERSION OF THE REDACTED PROPOSAL. COVER LETTERS SHALL BE ADDRESSED TO:

Jonathan Maples Chief Procurement Officer Department of Procurement Board of Education of the City of Chicago 42 W. Madison Chicago, IL 60602

PROPOSALS MUST BE RECEIVED NO LATER THAN OCT 20, 2017 AT 2:00 P.M. CENTRAL STANDARD TIME THROUGH THE FOLLOWING LINK: https://cps.bonfirehub.com/opportunities/private/4663247ecfb2db8f731e50f19c00e9cfh Proposers shall be responsible for the successful submission of the Proposal before the advertised date and hour for the receipt of the proposals. Proposals submitted past the advertised date and hour for the proposal receipt will not be considered and will be rejected. Downloading Solicitations/Addenda: The RFP document, all attachments, and any addenda to this RFP are available for download from the Board’s web site at: http://cps.edu/procurement/Pages/currentcontracts.aspx Proposers are solely responsible for ensuring that they have received all necessary procurement

documentation, including any addenda. The Board is not responsible for ensuring that any and all procurement documentation is received by any Proposer.


SECTION II.

Questions: Firms requiring additional assistance shall only contact Sue Matthayasack, 773-553-2906, [email protected]. If a firm is in doubt as to the true meaning of a part of this RFP, the firm may submit a written request for clarification to the aforesaid individual with a reference to the Specification Number provided on the cover page of the RFP. Firms, including all agents or subcontractors, who contact any other CPS personnel, either verbally or in writing, concerning this RFP, are in violation of the procurement procedures and any submitted proposals from or including such individuals or entities may be disqualified. NOTE: ALL QUESTIONS REGARDING THIS RFP MUST BE SUBMITTED IN WRITING VIA E-MAIL NO LATER THAN OCTOBER 2, 2017 AT 2:00 PM (CENTRAL STANDARD TIME). Questions received by the deadline will be answered at the Pre-Submittal Conference and a written clarification will also be posted on the Board’s website. Late questions will not be answered. Oral clarifications offered by any Board employee will not be binding to the Board. Addenda: Any revision or expansion of the terms, conditions, or specifications provided in this RFP that are deemed necessary by the Chief Procurement Officer before the due date of proposals will be made in the form of an addendum issued by the Department of Procurement. A copy of any such addendum will be posted on the Office of Procurement website at: http://cps.edu/procurement/Pages/currentcontracts.aspx. Failure on the part of the Proposer to receive any written addenda will not be grounds for withdrawal of an RFP. Proposer must acknowledge receipt of each addendum issued on the RFP Execution Page. Oral clarifications offered by any Board employees will not be binding on the Board. Confidentiality: Firms submitting proposals to this RFP are expected to maintain the confidentiality of any information that it may receive from CPS as part of the submittal and evaluation process. The Non-Disclosure Agreement, attached as Attachment F, must be signed (without changes) by an authorized representative of Proposer and submitted as part of the Proposal. Errors and Omissions: Proposer is expected to comply with the true intent of the RFP taken as a whole and shall not avail itself of any error or omission to the detriment of the services or the Board. Should Proposer suspect any error, omission or discrepancy in the specifications or instructions, Proposer shall immediately notify the Board in writing, and the Board will issue written corrections or clarifications in an addendum if necessary. Proposer is responsible for the contents of its Proposal and for satisfying the requirements set forth in the RFP. Proposer will not be allowed to benefit from errors in the document that could have been reasonably discovered by Proposer in the process of putting the Proposal together. Exceptions Should Proposer consider that changes in the terms of the RFP are required, Proposer shall submit exceptions or proposed revisions as part of its Proposal with an explanation for the Board’s review. However, the Board shall be under no obligation to accept such exceptions or revisions that may appear in a Proposal, and the Board’s determination to move forward with a contract with Proposer based on the Proposal shall not be considered acceptance of such exceptions or revisions. A Pre-Submittal Conference will be held on October 6, 2017, at 2:00 p.m. Central Standard Time, at

the Chicago Public Schools Headquarters, 42 W. Madison Street, Board Chambers, GC113. Chicago, Illinois. Attendance is not mandatory, but encouraged. A MBE/WBE Networking

Session will follow immediately after the Pre-Submittal Conference.


SECTION II.

Contract Period: The Contract for the services described in this RFP will commence at contract execution, or upon a date certain as specified by the Board, and shall be for an initial term of three (3) years. The Board will have one (1) option to renew the Contract for a period of two (2) years. A. OVERVIEW The Board of Education of the City of Chicago (“Board”) seeks to contract with a Proposer that will provide Firewall Replacement and Related Services to the Board. The successful Proposer will provide all hardware, equipment, software, installation and end user technical support services for the Board’s staff. The firewall and any related hardware, software, equipment and services shall be referred to collectively in this RFP as “Firewall” or “Solution”. B. CURRENT ENVIRONMENT The Board is the nation’s third largest school district and the second largest employer in Illinois with more than 30,000 employees serving more than 330,000 students. The school system operates over 550 locations including elementary schools (Grades Pre-K-4), middle schools (Grades 5-8), high schools (Grades 9-12), alternative learning centers, various support centers (maintenance, transportation, records, etc.), administrative offices. The Board currently utilizes Checkpoint firewalls to secure its internal datacenter environments. There are three primary datacenter facilities that are in need of an upgrade to continue to scale for our growing network and services. These facilities are currently:

1. Primary Datacenter - Elk Grove Village, IL 2. Disaster Recovery Datacenter - Chicago, IL 3. James R. Thompson Center - Chicago, IL

These three facilities will be upgraded from a 10GB to a 40GB leased dedicated Ethernet ring network in the next few months. In addition to the Board’s physical locations, the Board is in the process of moving some services and applications into the Microsoft Azure Cloud. The internal and perimeter firewalls are also augmented by a clustered pair of McAfee IPS appliances; however the Board is open to a solution that is capable of replacing the IPS in whole or in part over the term of the Agreement. Additionally, the Board would be interested in a Firewall Replacement that can integrate with the Board’s existing IPS solution. The Board is utilizing Cisco Firepower firewalls for perimeter security, and is not currently planned to be replaced but may be during the scope of the agreement. The Board also utilizes iBoss Cybersecurity for web filtering. The Board is not currently looking to replace this solution, but understands that most next generation firewall solutions include web filtering as a capability. If there are web filtering features that can augment the current solution, they will be considered. C. STATEMENT OF SERVICES The Board is seeking to contract with a Proposer that will provide and support to the Board the Firewall Replacement. The Board is interested in a highly secure system that will support a wide variety of next generation security functions. These services are to include all equipment, software, installation, purchase of hardware and software maintenance, training and technical support necessary to provide services for the Board’s staff. 1) Technical Requirements A: Active Directory Integration

The Board utilizes Microsoft Active Directory as its primary directory authentication source (“Active Directory” or “AD/LDAP”). The next generation firewall shall integrate with Microsoft AD/LDAP to

associate traffic to user. The Directory is configured as a single forest, multi-domain Active Directory


SECTION II.

infrastructure model. Proposer should demonstrate the product's capability to integrate with this domain model. This should include a description of how the solution integrates with Active Directory and provide details on how the solution meets the following requirements:

1. The solution shall support multiple domain controllers, including DC location via native AD mechanisms.

2. The solution shall be able to support multiple domains.

3. The solution shall communicate to the domain controller using a secured channel.

4. The solution shall describe any changes to Active Directory (such as schema extensions) that

will be required and the steps needed to implement the integration including any additional hardware or software.

5. The following are preferred attributes for the Solution to be proposed in response to this RFP:

a. Management and Reporting. For ease of administration all firewall systems will

be supported via a single centralized graphical user interface (GUI). b. All logging and reports shall be consolidated into a single reporting system

included in the proposal. c. The management system of the security tool must be architected to support

Continuity of Operations (COOP) / Disaster Recovery (DR) to ensure availability of the tool on a 24 x 7 x 365 basis.

d. The Next Generation Firewall should include a Zero-Day threat prevention system that validates executable files passing through the firewall, and provides automatic cloud-based behavioral threat analysis of unknown executables, and automatic signature creation to block delivery for executable files that are deemed dangerous by the analysis system.

e. Decrypt outbound and inbound SSL connections. f. Provide application function control. g. Scan for viruses and malware in allowed collaborative applications. h. Provide Intrusion Prevention Services. i. Must be capable to connect to 10Gb and 40Gb network connections. Be sure to note

if your Solution can connect to 100Gb network connections for future growth. j. Provide a test system of the same hardware as production to test new version of

code, features and major configuration changes before implementing in production. k. Provide capability to terminate and manage security zones for IPSec or SSL based

VPN connections to the Board’s partners as needed for an aggregate throughput of 10Gbps of encrypted traffic across multiple tunnels.

l. Ability to work with standards based protocols: i. VOIP Session Initiation Protocol (SIP) ii. H323 and H225 iii. IP Multicast iv. IPv4 and IPv6

m. Provide Distributed Denial of Service (DDoS) Protection from internal and external sources.

n. Clearly defined Returned Merchandise Authorization (RMA) processes with 4-hr shipment of replacement system after Proposer support identifies a hardware issue.

i. Proposer shall assume and accept that the Board will not return any hard drives.

o. Provide recurring software system updates via email notification and accessible by a secure download method to address:

i. New feature updates. ii. Bug fix and security updates.


SECTION II.

iii. New knowledge base documents.

p. Monitoring: i. The solution must be capable of being monitored by the Board’s primary monitoring system (Solarwinds Orion) ii. Monitoring protocols of SNMP v2 or v3, or Windows Management Instrumentation (WMI) are required to be supported. iii. Support for SNMP 64-bit counters are required due to the high speed interfaces of the solutions.

2) Installation and Project Management Services Proposer shall be required to provide project management to coordinate all tasks, activities, timelines, milestones, and deliverables for the successful installation and implementation of the Solution. This includes coordination with the Board and its third-party vendors on the work provided under this RFP. Proposer’s project management staff is expected to conduct and moderate regularly scheduled Design and Engineering meetings with all vendors associated with this initiative and act as primary contact for both the Board and project team members at all levels of this project. Proposer’s project management staff shall be responsible to:

1. Perform a Risk Analysis to identify and manage all known risks associated with this implementation. 2. Provide Project status reports and maintain an outstanding issues list. 3. Prepare Work Breakdown Structure and provide project schedules in the form of Gantt charts, system diagrams, milestone charts, or text tables. Update project status in the Boards project management tool, which is currently Daptiv. 4. Continual review of project objectives in order to provide project status, approval, and address project issues. 5. Prepare Project Team Directory consisting of contacts, roles, and assignments chart. 6. Manage requests for scope changes. 7. Provide testing and turnover procedures. 8. Resource management and tracking of engineering staff for the Proposer and subcontractors. Resolve schedule problems and conflicts. 9. The management of planning, scheduling and controlling project objectives with respect to performance, cost/budget, timeframes, project scope, and the effective use of resources. 10. Manage project team to confirm commitment on project Deliverables and ensure the Board’s expectations are met. 11. Coordinate communication of schedules, access, work to be performed and any network outages with Board staff. 12. Follow the Board’s Change Management processes as defined by the ITS Change Manager, including but not limited to:

a. Submitting change tickets as required in the Board’s change management solution, which is currently HPE Service AnyWhere (SAW). b. Participate in the Board’s Change Advisory Board meetings as needed. c. Update and document change processes directly related to managing the policies of the proposed solution.

13. Proposer shall maintain a complete inventory of this solution. Proposer agrees to add this inventory into the Board’s asset management database and track any changes throughout the course of the contract. 14. Proposer shall work with the Board in order to establish proper system backups on all covered equipment. Proposer agrees to test restore procedures on test system from a production back up.


SECTION II.

15. Proposer shall provide a training plan which details the organizational training requirements that would be involved to support the implementation of the proposed solution and operational maintenance/support.

3) Hardware and Software Procurement

1. Provide procurement for the proposed solution as detailed in the Cost Proposal including all software and hardware. 2. Provide procurement of additional related hardware and software over the course of the term of the agreement in order to:

a. Provide next generation firewall security for additional datacenters or cloud solutions b. Add or replace existing appliances and modules in order to increase capacity. c. Activate through licensing additional functionality not included in the original proposed design or new features not currently available.

4) Support Services: The Solution will include premium 24/7 hardware and software support services from the OEM (Original Equipment Manufacturer) including advance parts replacement. End user and management support services will be retained under the existing service desk and network maintenance contracts, and is not included in the scope of this RFP. Proposer will provide the following documentation for end user support services:

1. Installation guides for each major supported operating system version. 2. Runbook showing operational processes including but not limited to:

a. Operating System (OS) upgrades b. Policy Changes c. Running built in reports d. Creating custom reports e. Management and Reporting system upgrades (if applicable)

5) Proof of Concept An initial phase of the implementation will include migrating from the existing Checkpoint firewall solution in the Board’s primary datacenter as a proof of concept. The Board will not make any payments until after successful completion of the Proof of Concept phase. The success criteria will be as follows:

1. Installation of all hardware and software for the primary datacenter 2. Installation of any management and reporting solutions 3. Successful migration of all firewall rules and policies from the existing Checkpoint solution. 4. Successful activation of all new next generation features in the primary datacenter without any service disruption. 5. All issues that arise from the implementation that cause service disruptions or performance degradation will be tracked. All issues must be successfully resolved and accepted by the Board in writing.

6) Training The Board requires the Proposer to provide directly or through a training partner, extensive training for

ITS staff. At a minimum the training to be included, but not limited to, is as follows:


SECTION II.

1. Instructor led training for up to fifteen (15) staff to cover administrator level curriculum and certification. 2. Instructor led training for up to five (5) staff to cover expert level curriculum and certification 3. Access to online course material for up to fifteen (15) staff over the course of the term of the agreement. 4. Additional training course (online or instructor lead) for relevant content will also be available.

7) Monitoring Logging Proposer’s system shall provide centralized logging, monitoring, reporting of the entire environment, including security events such as authentication and resource access. This ability shall be engineered into the system and extensible enough to allow for future reporting requirements.

1. The solution will track and store all access by users with associated audit information, including username, time/date stamp, data access, protocol, destination IP and source IP address. 2. The solution will allow for configuration of auditing functions. 3. The solution will archive logs and have them easily accessible. 4. The solution will support long term log archiving and reporting. 5. The solution will integrate with a Security Information and Event Management (SIEM) and other network monitoring/network security monitoring tools. 6. The solution will generate a report listing all users’ capabilities and access by various access levels. 7. The solution will generate a differential report listing all changes to policies and access rights over a user-defined period of time including the ID of who made the change.

8) Service Level Agreements (“SLA”) The Board and the successful Proposer will negotiate and establish service level agreements for the services delivered under this RFP. The SLA will define the levels of service expected for the various areas of service delivered, divided into priorities according to importance to the supported systems or functions. The SLA will also provide a warranty for services, including a means for compensation in the event of breach of the SLA. The SLA will become an attachment to the master agreement and will have the full force of contract between the Board and the Proposer.

SECTION III.

COST PROPOSAL

While the Board recognizes that Proposers provide costs in varying formats, compliance with the attached Cost Proposal is required to facilitate equitable comparisons. If your firm has specific, unique and/or innovative ideas to implement the Products and Services described in this RFP that are outside the parameters defined on the Cost Proposal, please complete the Cost Proposal form and provide your firm’s recommendations on a separate sheet.


IV. SUBMITTAL REQUIREMENTS

All Proposers shall be accorded fair and equal treatment with respect to the RFP process. Discussions may be conducted with Proposers who submit proposals determined to have a reasonable possibility of being selected by the Board. In conducting any discussions, there shall be no disclosure of any information derived from proposals submitted by other Proposers. PROPOSALS MAY BE DEEMED NON-RESPONSIVE AND WILL NOT BE FURTHER CONSIDERED IF THERE IS NOT A RESPONSE AND/OR DOCUMENTATION THAT ADDRESSES EACH AND EVERY PARAGRAPH CITED IN THIS SECTION. The Board reserves the right to accept or reject any or all Proposals or any part thereof, to extend the time for submission of Proposals, to negotiate with any or all Proposers, and to award a contract(s) to the Proposer(s) whose Proposal is most advantageous to the Board, without further discussion or negotiation.

1. Format of Proposal. The submitted Proposal shall contain sufficient detail to enable the Board to evaluate it according to the criteria outlined in Section V: Evaluation Criteria and Basis of Award. The Board may, but is not required to, request additional information or oral presentations from Proposers. Therefore, the written Proposal submitted should represent the best terms by which Proposer would be able to provide the Products and Services.

Upload your submission at: https://cps.bonfirehub.com/opportunities/private/4663247ecfb2db8f731e50f19c00e9cf Each Proposal shall include at least the following materials:

Name Type

Cover Letter File Type: PDF (.pdf)

Executive Summary File Type: PDF (.pdf)

Cost Proposal File Type: Excel (.xls, .xlsx) and PDF (.pdf)

Proposer's Execution Page File Type: PDF (.pdf)

References File Type: PDF (.pdf)

Financial Statements File Type: PDF (.pdf)

Qualifications of the Proposer File Type: PDF (.pdf)

Certificate of Insurance meeting the Insurance Requirements

File Type: PDF (.pdf)

Work History with the Board File Type: PDF (.pdf)

Work History with Outside Agencies/Corporations

File Type: PDF (.pdf)



Name Type

Qualifications of Key Personnel File Type: PDF (.pdf)

Licenses File Type: PDF (.pdf)

Joint Ventures File Type: PDF (.pdf)

MBE/WBE Compliance Documents File Type: PDF (.pdf)

Contractor's Disclosure Form File Type: PDF (.pdf)

W-9 Tax Form File Type: PDF (.pdf)

Legal Actions File Type: PDF (.pdf)

Signed Non-Disclosure Agreement File Type: PDF (.pdf)

Proposed Service Level Agreement File Type: PDF (.pdf)

2. Contents of Proposal. Proposer shall bear all costs incurred in the preparation and

presentation of Proposals, including any costs incurred for additional materials and presentations that may be supplied as part of the evaluation of Proposals. Proposer shall not seek any reimbursement from the Board for any costs. Issuance of this RFP does not commit the Board to pay any cost that may be incurred by Proposer during the RFP process.

a) Cover Letter. The cover letter shall be signed by an authorized representative of the firm(s) proposing to provide the Products and Services. The cover letter must contain a commitment to provide the Products and Services described herein and a written commitment to enter into a written contract with the Board for the Products and Services. The letter shall indicate that the Proposer’s submittal is firm for a period of at least one hundred eighty (180) days. The letter shall also include a brief narrative description of the firm and its service offerings and identify the contact person(s) for contract negotiations, administration and for arranging an oral presentation. b) Executive Summary (2 page limit): The Executive Summary shall be limited to a brief narrative highlighting the firm’s Proposal. The Summary must identify the primary Proposer including contact name, address, phone number and email address. Any subcontractors or partners must also be identified. c) Cost Proposal: The Cost Proposal page must be filled out in its entirety and returned with this RFP package. The Cost Proposal must contain complete details on the pricing structure and must be valid for a minimum of six (6) months from the submission date. Proposers are expected to thoroughly examine and read the entire RFP. Failure of Proposers to fully acquaint themselves with existing conditions or the amount of work involved will not be a basis for requesting additional compensation after the award of a contract.



d) Responses to Interrogatories: Proposer shall provide narrative responses to the Interrogatories (See Attachment G) via the questionnaire in our Bonfire system and include supporting documentation where necessary.

e) Proposer’s Execution Page: Proposer’s Execution Page must be appropriately completed. f) References: A minimum of three (3) non-Board references from projects of similar scope and magnitude to those described in this RFP for which Proposer is currently providing services or has provided in the recent past. Telephone numbers and email addresses of individuals at each of the references must be provided. The Board reserves the right to contact these references. g) Financial Statements: Copies of audited financial statements or tax returns signed by the preparer for the three (3) previous fiscal years and the most recent quarterly report must be provided. Financial Statements must include auditor's letter of opinion, auditor's notes, balance sheet, and statement of income/loss. Each prime or joint venture partner must submit this information. The Board reserves the right to accept alternative information and/or documentation submitted by Proposer(s). h) Qualifications of Proposer: Proposer shall describe its experience in providing the Products and Services requested in the RFP. Proposer shall outline the number of years the company has been in business and provide an overview of the experience and background of the company and its committed key personnel. Proposer shall also identify the legal name of the company, its headquarters address, its principal place of business, its legal form (i.e. corporation, joint venture, limited partnership, etc.), the names of its principals or partners, and confirmation that Proposer is authorized to do business in the State of Illinois. If Proposer is a business entity that is comprised of more than one legal participant (e.g., Proposer is a joint venture, partnership, etc.), then Proposer must identify or cause to be identified all participants involved, their respective ownership percentages, and summarize the role, degree of involvement, and experience of each participant separately. In the event that all or part of the Products and Services will be supplied by subcontractors, Proposer shall provide similar information regarding each proposed subcontractor.

i) Insurance Requirements: Evidence of current insurance coverage must be submitted. If Proposer's current coverage does not meet the requirements stated in this RFP, Proposer shall include in its Proposal a commitment to acquire the required insurance coverage should it be awarded a contract for these Products and Services. j) Work History with Board: List, and briefly describe, any past work history with the Board, including the specific project worked on or the specific products delivered to the Board. k) Work History with outside agencies/corporations: List and briefly describe any past work history with other agencies and corporations that reflect similar work that is being requested through this RFP. l) Qualifications of Key Personnel: Indicate the number of full-time personnel employed by your firm and the percent available to work on the Services if the contract is awarded to Proposer. Identify who will have the primary responsibility for each Service. For each of the individuals listed, indicate the following: name, title, intended role and responsibilities for the duration of the contract, educational background, specific



qualifications related to role and responsibilities, past relevant experience, number of years of relevant experience, supervisory responsibilities (if relevant to role). m) Licenses: Submit copies of Proposer’s City of Chicago and State of Illinois licenses and all other licenses relevant to the performance of the contract. n) Joint Ventures: A copy of the executed joint venture agreement, if applicable, must be submitted. o) MBE/WBE Compliance Document (Attachment D): All sections of the Remedial Program for Minority and Women Owned Business Participation in Goods and Services Contracts that apply to your business entity must be filed out in their entirety. Any sections that do not apply must be clearly marked N/A. Proposed MBEs and WBEs must be identified through the submission of the Forms 100, 101, 102 (if applicable), 103A, 103B (if applicable), 104 and 106 (if applicable). Once identified, if any substitution of any MBE and/or WBE firm must occur, it must be approved by the Office of Business Diversity. Please note that the Chicago Public Schools gives credit to M/WBE’s that are certified with any governmental agency. For the term of the Contract, including any renewal terms, Proposer shall adhere to the minimum goals set at [40 %] for MBE and [10 %] for WBE participation and shall adhere to all other applicable MBE/WBE requirements as set forth in the program. This solicitation is exempt from any MWBE goals on the software component, but goals do adhere to the installation and maintenance component of the solicitation. p) Contractor’s Disclosure Form (Attachment A): The Contractor’s Disclosure Form must be signed and notarized. q) W-9 Form Request for Taxpayer Identification Number and Certification (Attachment C): The W-9 Form must be completed, signed and submitted with the RFP Response. r) Legal Actions: List, and briefly describe, any and all legal actions for the past three (3) years in which the Proposer has been a debtor in bankruptcy, a defendant in a lawsuit for deficient performance under a contract or agreement; a respondent in an administrative action for deficient performance or a defendant in a criminal action.

s) Non-Disclosure Agreement: The Non-Disclosure Agreement provided in Attachment F shall be appropriately completed and signed.

t) Service Level Agreement: The Board shall establish a Service Level Agreement (“SLA”) for the Services performed under this RFP. The SLA defines the levels of Service expected for the various areas of Service performed, divided into priorities according to the importance of the functions. The SLA shall also provide a guarantee for Services, including a means and measure for compensation in the event of breach of the terms of the SLA. The SLA shall be included in the contract and shall have the full force of contract between the Board and the successful Proposer. Please provide a proposed Service Level Agreement (“SLA”) consistent with the following minimum components:

i. Preamble: The preamble includes a summary of the Services and structure of the agreement. ii. Guarantee: Proposer shall provide a guarantee for Services rendered and describe the means for resolution of the following conditions, among others that are relevant to the Services rendered:



1. Responding to events beyond the defined time or without the proper tools or talent.

2. Lack of successful resolution of the Services requested. 3. Failure to escalate events automatically or after notification. 4. Failure to notify responsible parties. 5. Non-compliance with requirements for security or identification. 6. Consequential or incidental damages to facilities, equipment, or systems.

A breach of requirements automatically escalates an event to the highest level of response with a requirement to notify the Board-designated representative.

iii. Relief: The SLA shall provide a complete description of the relief for breach of guarantee befitting the Services which were delivered and which are suitable in measure and kind to provide an incentive for successful Service delivery and proportional to the extent of breach and impact of breach to the Board. The system of relief may be as an account where debits are incurred for breach of performance. At the end of each calendar interval, monthly or quarterly, a tally is made of the account. Any balance shall be converted to liquidated damages or additional Services to the Board at no additional cost.

iv. Monitoring and Evaluation of the Services: Proposer shall assist the Board in monitoring and evaluating the performance of the Services throughout the life of the Contract. In this regard, Proposer shall:

1. Contact Board’s designated representative immediately when Proposer identifies a problem or concern regarding rendering the Services and discuss that problem or concern and steps necessary to correct it. If the Board identifies a problem or concern regarding the Services, Proposer shall meet with the Board at the Board’s request to resolve the problem or concern.

2. Meet at least twice a year with the departments designated by the Board to share experiences and ideas.

The final SLA must be agreed to in its entirety between the Board and the successful Proposer and shall be incorporated and made a part of the final contract.


V. EVALUATION CRITERIA AND BASIS OF AWARD

1. SELECTION PROCESS

a) Evaluation Committee: An Evaluation Committee, which will include representatives from Information Technology Services and the Department of Procurement and may include representatives from other Board Departments, will review proposals, in accordance with the evaluation criteria set forth below. The Evaluation Committee will submit its recommendation to the Chief Procurement Officer for review and concurrence and will request that the Chief Procurement Officer recommend to the Board that the Proposer(s) meeting the Board's criteria be awarded the Contract. At the discretion of the Board, a short-list may be established to make oral presentations prior to final selection.

b) Competency of Proposer: No award will be made to any person, firm or corporation that: is in arrears or is in default with the Board, the City of Chicago, the other sister agencies within the city, the State of Illinois and the County of Cook upon any debt or contract; is a defaulter upon any obligation to the Board; or has failed to perform faithfully on any previous contract with the Board.

c) Consideration of Proposals: The Chief Procurement Officer shall represent the Board in all matters pertaining to this RFP. The Chief Procurement Officer reserves the right to require additional information, to reject any response, to disregard any informality in the responses, and to negotiate pricing and other terms and conditions with one or more Proposers when, in his or her opinion, the best interest of the Board will be served by such action. The Board is not required to hear a presentation from any Proposer and reserves the right to award a contract based on the initial Proposal submitted without providing any firm an opportunity for oral presentations or negotiations.

2. EVALUATION CRITERIA

Proposer shall be evaluated on the following criteria:

a) Submission of all materials required as identified in the Submittal Requirements Section. b) The professional qualifications and experience of the Proposer necessary to provide the Products and Services as outlined herein. c) The past performance of the Proposer on other contracts with the Board and any other entity in terms of quality of work and compliance with performance schedules. The Evaluation Committee may solicit from previous clients, including the Board, other government agencies, or any other available sources, relevant information concerning the Proposer's record of past performance. d) The evaluation of the MBE/WBE Compliance Plan will be based on the quality of proposed MBE/WBE participation as demonstrated by the level, relevance, and quality of participation by M/WBE’s. It should be noted that failure to submit a complete and comprehensive MBE/WBE Compliance Plan demonstrating compliance may cause Proposer to be deemed non-responsive and Proposer may be disqualified. e) Cost Proposal. f) The quality of the responses received from the three (3) references. g) Responses to the Interrogatories. h) Longevity of business organization and financial stability of Proposer.


V. EVALUATION CRITERIA AND BASIS OF AWARD

i) Available staffing of adequate Key Personnel to provide required Services. j) Longevity and depth of in-house staff as a service organization. k) Legal Actions which may affect performance of the Services required under this RFP. l) Licenses to do business in the City of Chicago and/or the State of Illinois, as applicable, and all other licenses and certifications as may be necessary to provide the Services as identified herein. m) Compliance with the Insurance Requirements cited herein. n) Degree to which Proposer accepts the Board’s general and specific terms and conditions. o) Quality of the oral presentation (if requested by Board).

3. BASIS OF AWARD

A contract will be awarded to the most qualified, responsible Proposer(s) who meets the Board's Evaluation Criteria set forth herein. It is the intent of the Board to award the contract(s) in whole or in part as may be in the best interest of the Board.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.]


VI. PROPOSER’S EXECUTION PAGE

The undersigned, hereby acknowledges having received Specification No. 17-350036 containing a full set of documents, including, 1) General Invitation and Instructions, 2) Scope of [Products and] Services, 3) Cost Proposal, 4) Submittal Requirements, 5) Evaluation Criteria and Basis of Award, 6) Proposer's Execution Page, 7) Attachments A, B, C, D, E, F, and G and 8) Addenda Nos. ___________ (none unless indicated here). Proposer is responsible for reading and understanding all sections of this RFP and affirms that Proposer shall be bound by all of the terms and conditions contained in this RFP.

Further, the undersigned being duly sworn, states on oath that no disclosures of ownership have been withheld from the Board, that the information provided herein is current, and Proposer and its officers and employees have not entered into any agreement with any other Proposer or prospective Proposer or with any other person, firm or corporation relating to any prices or other terms named in this RFP or any other RFP, nor has it entered into any agreement or arrangement under which a person, firm or corporation is to refrain from responding to this RFP.

FREEDOM OF INFORMATION ACT NOTICE The undersigned understands, by signing this document, that all documents submitted to the Board of Education of the City of Chicago (“Board”) are a matter of public record and are subject to the Illinois Freedom of Information Act, 5 ILCS 140/1-11 (“FOIA”). Proposer acknowledges that if the Board receives a FOIA request for your proposal, the Board must release those documents to the requester. However, the Board will consider redacting any portion of your proposal, if the redacted version is attached under separate cover and designated: Trade secrets and commercial or financial information where the trade secrets or information are proprietary or where disclosure may cause competitive harm. (5 ILCS 140/7(1)(g)). Any portion of the proposal designated as trade secrets or proprietary information which does not fall directly within this FOIA exemption will be subject to release by the Board pursuant to FOIA. The Board will not honor Proposer’s request to mark the entire proposal or substantial parts of the proposal as confidential. In such cases, the entire proposal will be subject to disclosure under FOIA. Proposer agrees to indemnify and hold the Board harmless from and against any loss, damage, expense, penalty, or cost, including any and all legal fees, sought in every claim or suit of any kind arising out of the Board redacting those portions of the proposal designated as trade secrets or proprietary information. PROPOSER'S NAME: ADDRESS: BY: CITY/STATE: (Signature) NAME: TELEPHONE:

TITLE: Subscribed and sworn to before me

(Printed) this day of , 20 ATTEST BY: (Signature) Notary Public Signature

Seal of Notary NAME: TITLE: Corporate Seal (requested not required)


ATTACHMENT A

CONTRACTOR’S DISCLOSURE FORM

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CHICAGO PUBLIC SCHOOLS

Forrest Claypool Chief Executive Officer

DEPARTMENT OF PROCUREMENT 42 W Madison Street * Chicago, Illinois 60602 * Telephone: 773-553-2280

www.cps.edu/procurement

Jonathan Maples Chief Procurement Officer

DEPARTMENT OF PROCUREMENT AND CONTRACTS CONTRACTORS DISCLOSURE FORM

INSTRUCTIONS

1. Every Contractor submitting a bid or proposal to the Board of Education of the City of Chicago (“Board”) must complete and return a Contractor’s Disclosure Form.

2. The Contractor’s Disclosure Form must be complete and notarized. Failure to complete all parts of the

Contractor’s Disclosure Form will make a bid non-responsive and not eligible for award consideration.

3. In the event the Contractor’s is a joint venture, the joint venture and each of the joint venture partners must submit a complete Contractor’s Disclosure Form.

4. If the Contractor is fully or partially owned by one or more corporations, each Corporation must submit a

complete Contractor’s Disclosure Form.

5. This Contractor’s Disclosure Form need only be filed with the Department of Procurement and Contracts on a yearly basis. Any future bid or proposal submitted by the Contractor need only reference its previous submittal, the specification /contract number and the date the form was submitted.

6. Any changes in organizational structure, ownership, ethics compliance or any other material change of

the Contractor shall require submission of an amended form within five (5) working days of the change which shall be submitted to the Department of Procurement and Contracts citing the contract number, if applicable, and any such change shall be subject to Board approval.

7. Providing any false, incomplete or inaccurate information in the Contractor’s Disclosure Form will make

a bid non-responsive and not eligible for award consideration and may result in fines, penalties and/or debarment from bidding on contracts for a period of up to three (3) years.

8. The Board policies referenced in the Contractor’s Disclosure Form, including the Indebtness Policy,

Ethics Policy, and Debarment Policy are available upon request.

2 Last Updated: May 30, 2017

CONTRACTOR’S DISCLOSURE FORM

Specification/Contract Number:

List all CPS Vendor Numbers For the Contractor and related companies:

Contractor Name:

Contractor Address:

City:

State:

Zip Code

List all other Addresses of Contractor:

(Assumed Name, if any):

Contact Person:

Contractor Phone:

Contractor Fax:

Contractor Email:

Business Start Date:

SIC Code or DUNS No., if available:

Description of Business Activity:

Business Volume (dollar amount), for the last fiscal year:

Federal Employer I.D. # or Social Security #:

Supplier is a certified Minority/Women Business Enterprise: MBE WBE

The undersigned , as (Name) (Title)

and on behalf of (“Supplier”), (Business Name)

on certifies that all the information above is true and correct. (Date)

3 Last Updated: May 30, 2017

VENDOR CONTACT INFORMATION

This information will be registered to our iSupplier portal and the email addresses will be signed up to receive Purchase Orders.

Contact Person

Name: Title: _______________

Phone: ____________________________

Email:

Secondary Contact Person Name: Title:

Phone: __________________________________

Email:

Conditional Action: If any Vendor employees or principals are going to be in direct contact with students, they must fulfill the background check and fingerprint requirements and must be cleared before the Vendor number will be issued. If applicable, detailed information about how to complete these tests will be provided after this application has been reviewed.

Will Vendor have direct contact with students: ☐ Yes ☐ No If yes, you will be referred to our fingerprint / background check vendor for processing prior to being able to

receive purchase orders.

A. DISCLOSURE OF OWNERSHIP INTEREST

All Contractors shall provide the following information with their bid or proposal. If the question is not applicable, answer with “NA.” If the answer is none, please answer “none.”

Supplier is a: ( ) For Profit Corporation ( ) Sole Proprietor/Consultant (check one) ( ) Partnership ( ) Not-For-Profit Corporation ( ) Limited Liability Company ( ) Other: ( ) Joint Venture

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CONTRACTOR'S DISCLOSURE FORM

SECTION I. FOR PROFIT CORPORATIONS

a. Incorporated in the State of

b. Corporation in good standing Yes { } No { }

c. Authorized to do business in the State of Illinois Yes { } No { } (Attach Certificate of Authority to Transact Business)

d. If the Contractor is a publicly held corporation, please provide copies of the corporation's published annual reports and/or Form

10-K's for the last three years.

e. List below the names of all Officers of corporation (or Attach List):

List below the names of all Directors of corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Address

f. If the corporation has fewer than 100 shareholders indicate below or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type) Address Ownership Interest

g. Is the corporation owned partially or completely by one or more other corporations? YES { } NO { } If "Yes", provide the above information, as applicable, for each of said corporations.

Name (Print or Type) Address Federal Employee ID# Ownership Interest

h. If the corporation has 100 or more shareholders, indicate below or attach a list of names, addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each. (If no shareholder owns 10% of the shares, enclose a copy of the corporation’s latest published annual report and/or Form 10-K.)


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SECTION 2. PARTNERSHIPS /LIMITED LIABILITY COMPANIES

a. If the Contractor is a partnership or limited liability company indicate the name, address and ownership interest of each partner or member. Please identify the general partners for limited partnerships and managing members for limited liability companies.


SECTION 3. JOINT VENTURES

a. If the Contractor is a joint venture indicate the name, address and ownership interest of each partner. Please attach a copy of the fully executed joint venture agreement.


SECTION 4. SOLE PROPRIETORSHIPS / CONSULTANTS

a. If the Contractor is a sole proprietor/consultant, is the Contractor acting in any representative capacity on behalf of any beneficiary? YES { } NO { }. If "YES" complete items b and c of this Section.

b. If the sole proprietorship is held by an agent(s) or a nominee(s), indicate the name, address of the principal(s) for the agent or

nominee holding such interest.

Name (s) of Principal (s) (Print or Type) Address

c. If the interest of a spouse or any party is constructively controlled by another person or legal entity indicate the name, address of such person or entity processing such control and the relationship under which such control is being or maybe exercised:

Name (s) of Principal (s) ( Print or Type) Address Relationship

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SECTION 5. NOT-FOR-PROFIT CORPORATIONS

a. Incorporated in the State of

b. Authorized to do business in the State of Illinois Yes { } No { } (Attach Certificate of Authority to Transact Business)

c. Is corporation a 501(c) 3 organization? Yes { } No { }

d. List below the names of all Officers of corporation (or Attach List): List below the names of all Directors of corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Address

SECTION 6. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES

If the Contractor is a land trust, business trust, estate or other similar commercial or legal entity, indicate the name, address and ownership interest of any representative or entity holding legal title as well as each beneficiary in whose behalf title is held.


B. THE INDEBTEDNESS POLICY

The Contractor acknowledges that it is familiar with the Board's Policy on Indebtedness (96-0626-PO3) adopted June 26, 1996, as amended from time to time.

1. Whenever used in this section, the following words and phrases shall have the following meaning: "Board" means the Board of

Education of the City of Chicago and includes all schools operated by the Board of Education. "Contract" means any agreement or transaction pursuant to which a contractor (i) receives Board funds in consideration for services; work; or goods provided or rendered, or (ii) pays the Board money in consideration for a lease, or license allowing it to rent or otherwise use Board property. "Debt" means a specified sum of money owed to the Board, the State of Illinois Student Assistance Commission, the City of Chicago, or the County of Cook for which the period granted for payment has expired. "Outstanding Parking Violation Complaint" means a parking ticket, notice of parking violation, or parking violation complaint on which no payment has been made or appearance filed in the Circuit Court of Cook County within the time specified on the complaint. "Substantial Owner" means any person who owns or holds a twenty-five percent (25%) or more percentage of interest in any bidder, potential Contractor or Contractor as revealed by disclosures required by the Chief Purchasing Officer, including those shareholders, partners, members, beneficiaries and principals more specifically described therein; except where the bidder, potential Contractor or Contractor is an individual or sole proprietorship, Substantial Owner means that individual or sole proprietorship.

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2. Is the Contractor delinquent in the payment of any Debt owed as defined above? YES NO If “Yes”, please answer the following questions:

Has the Contractor entered into an agreement with the Board, or any other entity mentioned in Section 1 above, for the payment of all Debts owed and is in compliance with such agreement? YES NO

Is the Contractor contesting liability for the amount of the Debt in a pending administrative or judicial proceeding? YES No

Has the Contractor filed a petition in bankruptcy and the Debts owed are dischargeable in bankruptcy?

YES NO

3. Has the Contractor and/or Contractor's Substantial Owner(s) been declared in arrearage on child support obligations by an Illinois court of competent jurisdiction? YES NO

Has the Contractor and /or Contractor’s Substantial Owner(s) entered into court-approved agreement for the payment of all such child support owed, and is the Contractor and/or Substantial Owner(s) in compliance with such agreement? YES NO _

The Contractor and all of Contractor's Substantial Owners must remain in compliance with any such child support obligations throughout the term of the Contract and any extensions thereof, or until the performance of the Contract is completed, as applicable. Failure of Contractor's Substantial Owners to remain in compliance with their child support obligations in the manner set forth in this section constitutes an event of default.

C. ETHICS CODE

The Contractor acknowledges that it is familiar with the Board's Code of Ethics (11-0525-PO2) adopted May 25, 2011, as amended from time to time.

1. To its knowledge, the Contractor is in compliance.

2. To its knowledge, the Contractor is not in compliance.

Does any individual who is required to be identified (in Part A, Sections 1 through 6 of this form) have any family member (or member of his or her household) who is a present or former employee of the Board or a current or former member of a Local School Council? Yes NO _.

If "Yes," please provide the name of such person, and explain briefly the relationship and the circumstances below:

D. DISCLOSURE OF RETAINED PARTIES

A. Definitions and Disclosure Requirements

1. For purposes of this section, "Contractor" means a person or entity who within the past five years has had a Contract or purchase order with the Board.

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2. Every Contract and/or purchase order must be accompanied by a disclosure statement providing certain information about attorneys, lobbyists, accountants, consultants, subcontractors and other persons whom the Contractor has retained or expects to retain with respect to the Contract or purchase order. In particular, the Contractor must disclose the name of each person, business address, the nature of the relationship, and the amount of fees paid or estimated to be paid. For purposes of this section, "Lobbyist" means any person (a) who for compensation or on behalf of another person undertakes to influence any legislative or administrative action, or (b) any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.

3. The Contractor is not required to disclose the identity of employees who are paid solely through the Contractor's regular payroll.

B. Disclosure

1. EACH AND EVERY attorney, lobbyist, accountant, consultant, subcontractor, or other person retained or anticipated to be

retained by the Contractor with respect to or in connection with the Contract or purchase order should be listed below (attach additional pages if necessary):

Name Business Relationship CPS Vendor # Address (attorney, lobbyist, etc.) Federal Employer ID#

(No Social Security #’s Allowed)

2. This Disclosure relates to the following Contract/purchase order: Specification/Contract Number:

CHECK HERE IF NO SUCH PERSONS HAVE BEEN RETAINED OR ARE ANTICIPATED TO BE RETAINED:

IF SUCH PERSONS ARE RETAINED, THE CONTRACTOR IS REQUIRED TO FILE AN AMENDMENT TO THIS CONTRACTOR'S DISCLOSURE FORM.

E. STATE AND MUNICIPAL TAX OUESTIONS

1. Is the Contractor delinquent in the payment of any tax administered by the Illinois Department of Revenue?

YES NO

2. Is the Contractor contesting its liability for the tax or amount of tax in accordance with the procedures established by the

appropriate Revenue Act?

YES NO

3. Has the Contractor entered into an agreement with the Illinois Department of Revenue for the payment of all such taxes that are due, and is the Contractor in compliance with such agreement?

YES_ NO

4. Is the Contractor delinquent in-the-payment of any tax administered by the Illinois Department of Revenue not covered under any of the situations described in subsections 1, 2 or 3 above?

YES_ NO

5. Is the Contractor's business registered/remitting Chicago Municipal taxes?

YES NO If “Yes”, please provide your tax account number

6. Prior to July 1, 1995 number of employees?

7. Current number of employees?

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8. Does the Contractor's business own/use any equipment/vehicles titled in Chicago? YES_ NO

9. Is the Contractor's business the lease of any tangible personal property used in Chicago? YES NO

10. Does the Contractor's business purchase non-titled personal property from a retailer located outside the City of Chicago for use in

Chicago? YES_ NO

11. What percentage of the Contractor's business operation is governmental work?

F. WORK RELATED DISCLOSURE

For purposes of this section, "Controlling Person" means an affiliated entity1 or person who is a director, officer, partner, managing member, proprietor, owner of 10 % or more of voting shares, or any other individual that participates in the policy making, financial decisions or directs operations of the Contractor.

If the answer to any of the following questions is "Yes", please indicate the responding party as either the Contractor or Controlling Person(s).

1. In the past five years, has the Contractor or Controlling Person(s) existed or operated a business under another name?

YES NO If “Yes“, list the name(s) used, description of the business, current status of the business, and years

under current ownership.

2. Has the Contractor or Controlling Person(s) previously performed work for the Board? YES_ NO If “Yes”, please list the date and nature of goods or services provided to the Board.

3. In the past five years has the Contractor or Controlling Person(s) rendered goods or performed services for any other governmental agency? YES_ NO If “Yes”, please list the agency, date and nature of goods rendered or services performed.

4. In the past five years, have consequential, liquidated or special damages been assessed against the Contractor or Controlling

Person(s) upon completion of any governmental agency contracts?

YES NO If “Yes”, please attach explanation.

5. In the past five years, has the Contractor or Controlling Person(s) defaulted on any indebtedness, judgment, or other financial obligation, including student loans? YES NO If “Yes”, please attach explanation.

6. In the past five years, has the Contractor or Controlling Person(s) been a defendant in a criminal action, or been a party in

litigation, or subject to a lien, claim, demand, or judgment, or filed a petition for bankruptcy or reorganization? YES NO If “Yes”, please attach explanation and cite caption, case/docket number and disposition.

1 Business entities are affiliated if, directly or indirectly, one controls or has the power to control the other or if a third person controls or has the power to control both entities. Indicia of control include without limitation: interlocking management or ownership identity of interests among family members; shared facilities and equipment; common use of employees; or organization of another business entity using substantially the same management, ownership or principals as the first entity.

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7. In the past five years, has the Contractor or Controlling Person(s) been sued for failing to pay subcontractors for work performed?

YES_ NO If “Yes”, please attach explanation and cite caption, case/docket number and disposition.

8. The Contractor has coverage under or is able to obtain the following insurance policies, as applicable to perform work for the Board: worker's compensation and employers' liability insurance, commercial general liability insurance, automobile liability insurance, professional liability insurance, and umbrella/excess liability insurance.

YES NO If “NO”, please attach explanation.

9. Please attach resumes of experience for the Contractor or Controlling Person(s).

If the Contractor is a construction contractor, please complete the following questions:

10. Does the Contractor or Controlling Person(s) have performance bonding capacity by an authorized surety company? YES NO If “Yes”, please provide the bonding capacity and the surety company name, address, telephone and

fax numbers, and the name of the broker/agent.

11. In the past five years, has the Contractor or Controlling Person(s) been investigated or found in violation of Federal, State or Local safety or sanitary laws? YES_ NO_ If “Yes”, please attach all violations and state whether the violations caused injuries.

12. In the past five years, has the Contractor or Controlling Person(s) been investigated or found in noncompliance of the State of Illinois prevailing wage requirements? YES_ NO If “Yes”, please attach explanation.

13. In the past five years, has the Contractor or Controlling Person(s) been investigated or found in violation of Federal, State of Local Environmental laws or regulations? YES_ NO If “Yes”, please attach explanation.

14. In the past five years, has the Contractor or Controlling Person(s) been involved in a work related accident, including but not limited to automobiles used in the course of business?

YES NO If “Yes”, please attach explanation.

G. CONTRACTOR CERTIFICATION

A. Contractor The Contractor certifies that the following is true and correct:

1. The Contractor or any subcontractor to be used in the performance of a Contract or purchase order, or any affiliated entity of the

Contractor or any such subcontractor, or any responsible official thereof, or any other official, agent or employee of the

Contractor, or any such subcontractor of any such affiliated entity, acting pursuant to the direction or authorization of a

responsible official thereof has not, during the period of five years prior to the date of execution of this Contractor's Disclosure

Form, or if a subcontractor's affiliated entity during a period of five years prior to the date of award of the subcontract:

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a. Bribed or attempted to bribe, or been convicted of bribery or attempting to bribe a public officer or employee of the Board of Education of the City of Chicago, the State of Illinois, any agency of the federal government or any state or local government in the United States (if an officer or employee, in that officer's or employee's official capacity); or

b. Agreed or colluded, or convicted of agreeing or colluding with, between or among bidders or prospective bidders in restraint

of freedom of competition by agreement to bid a fixed price or otherwise; or

c. Made an admission of guilt of such conduct described in Section l(a) and (b) above, which is a matter of record but has not been prosecuted for such conduct.

2. The Contractor or any agent, partner, employee or officer of the Contractor is not barred from contracting with any

unit of state or local government as a result of engaging in or being convicted of bid-rigging2 in violation of Section 3 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-3), or any similar offense of any state of the United States which contains the same elements as the offense of bid-rigging during a period of five years prior to the date of submittal of this Contractor's Disclosure Form.

3. The Contractor or any agent, partner, employee, or officer of the Contractor is not barred from contracting or local

government as a result of engaging in or being convicted of bid-rotating3 in violation of Section 4 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-4), or any similar offense of any state of the United States which contains the same elements as the offense of bid-rotating during a period of five years prior to the date of submittal of this Contractor's Disclosure Form4.

B. Subcontractor The Contractor certifies that the following is true and correct:

1. The Contractor has obtained from all subcontractors to be used in the performance of the Contract, known by the Contractor at this time, certifications in form and substance equal to Section G (A) above. Based on such certification(s) and any other information known or obtained by the Contractor, the Contractor is not aware of any such subcontractor, subcontractor's affiliated entity, or any agent, partner, employee or officer of such subcontractor or subcontractor's affiliated entity having engaged in or been convicted of: (a) any of the conduct described in Section G (A) (1) (a) or (b) or (c) above (b) bid-rigging, bid-rotating, or any similar offense of any state or the United States which contains the same elements as bid-rigging and bid-rotating, or has made an admission of guilt of the conduct described in Section G (A) (1) (a) or (b) or (c) above which is a matter of record but has not been prosecuted for such conduct.

2. For purposes of Section G of this Contractor's Disclosure Form, a person commits the offense of and engages in bid-rigging when he knowingly agrees with any person who is, or but for such agreement would be, a competitor of such person concerning any bid submitted or not submitted by such person or another to a unit of State or local government when with the intent that the bid submitted or not submitted will result in the award of a contract to such person or another and he either (1) provides such person or receives from another information concerning the price or other material term or terms of the bid which would otherwise not be disclosed to a competitor in an independent non-collusive submission of bids or (2) submits a bid that is of such a price or other material term or terms that he does not intend the bid to be accepted. See 720 ILCS 5/33E.-3.

3 For purposes of Section G of this Contractor's Disclosure Form, a person commits the offense of and engages in bid-rotating when, pursuant to any collusive scheme or agreement with another, he engages in a pattern over time (which, for the purposes hereof, shall include at least 3 contract bids within a period of 10 years, the most recent of which occurs after January 1, 1989) of submitting sealed bids to units of State or local government with the intent that the award of such bids rotates, or is distributed among, persons or business entities which submit bids on a substantial number of the same contracts. See 720 ILCS 5/33E-4.

4 No business shall be barred from contracting with any unit of State or local government as a result of a conviction, under either Section 33E-3 or Section 33E-4 of Article 33 of the State of Illinois Criminal code of 1961, as amended, or any employee or agent of such corporation if the employee so convicted is no longer employed by the corporation and: (1) the business has been finally adjudicated not guilty or (2) the business demonstrates to the governmental entity with which it seeks to contract and that entity finds that the commission of the offence was not authorized, requested, commanded, or performed by a director, officer or a high managerial agent on behalf of the business as provided in paragraph (2) of subsection (a) of Section 5-4 of the State of Illinois Criminal Code.

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2. The Contractor will, prior to using them as subcontractors, obtain from all subcontractors to be used in the performance of the Contract, but not yet known by the Contractor at this time, certifications in form and substance equal to this Contractor's Disclosure Form. The Contractor shall not, without the prior written permission of the Board, use any such subcontractors in the performance of a Contract if the Contractor, based on such certifications or any other information known or obtained by the Contractor, becomes aware of any such subcontractor or subcontractor's affiliated entity having engaged in or been convicted of (a) any of the conduct described in Section G (A) (1) (a), (b) or (c) above, (b) bid-rigging, bid-rotating, or any similar offense of any state of the United States which contains the same elements as bid-rigging and bid-rotating, or has made an admission of guilt of the conduct described in Section G (A) (1) (a) or (b) which is a matter of record but has not been prosecuted for such conduct.

3. The Contractor will maintain on file for the duration of a Contract and for a period of seven years thereafter, all certifications

required by Section G (B) (1) and (2) above, for all subcontractors to be used in the performance of the Contract and will make such certifications promptly available to the Board upon request.

4. The Contractor will not, without the prior written consent of the Board, use as subcontractors any individual, firm, partnership,

corporation, joint venture or other entity from whom the Contractor is unable to obtain a certification in form or substance equal to this Contractor's Disclosure Form.

C. Certification Regarding Suspension and Debarment 1. The Contractor certifies to the best of its knowledge and belief, that it and its principals:

a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from any Federal, State or Local department or agency, or the Board;

b. Have not within a five year period preceding the Contract been convicted of or had a civil judgment rendered against them

for: the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, Local) transaction or contract under a public transaction; a violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction or records, making false statements, or receiving stolen property;

c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, Local) with

commission of any of the offenses enumerated in Section G (C) (1) (b) above; and

d. Have not within a five year period preceding the Contract had one or more public transactions (Federal, State, and Local) terminated for cause or default.

2. If any subcontractors are to be used in the performance of the Contract, Contractor shall cause such subcontractors to certify as to

Section G (C) (1) of this Contractor's Disclosure Form.

D. Anti-Collusion

The Contractor, its agents, officers or employees have not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this Contractor's Disclosure Form.

E. Punishment

A Contractor who makes a false statement, material to Section G of this Contractor's Disclosure Form, commits a class 3 felony. 720 ILCS 5/33E -11(b).

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INCORPORATION INTO BOARD REPORT/CONTRACT DOCUMENT

The above certifications shall become part of any Board Report and/or Contract awarded to the Contractor or entered into during the year that this Contractor's Disclosure Form is in effect. Further, the Contractor shall comply with these certifications during the term or performance of any Board Report and/or Contract awarded to the Contractor, and any extension thereof.

ATTESTATION CLAUSE

Under penalty of perjury, I certify that I am authorized to execute this Contractor's Disclosure Form on behalf of the Contractor set forth on page 1, that I have personal knowledge of all the certifications made herein and that the same are true. Furthermore, that I have examined this Contractor's Disclosure Form and the answers are true and correct. I have not knowingly omitted any information requested. I understand that records and documents may be requested by the Board to verify the information provided in this Contractor's Disclosure Form. I understand that the Inspector General of the Board has the authority to conduct certain investigations and that the Inspector General shall have access to all information and personnel necessary to conduct those investigations. I agree to pay all costs, fees and other expenses deemed necessary in connection with any investigation by the Inspector General or the Board, including but not limited to financial audits, credit reports and criminal background checks. I understand that the Board may rely on the information provided herein. I understand that providing any false, incomplete or inaccurate information in this Contractor's Disclosure Form shall make a bid non-responsive and not eligible for award consideration and may result in fines, penalties and/or debarment from bidding on Contracts for a period of up to three years. I understand and acknowledge the Board's Debarment Policy (08-1217-PO1) adopted December 17, 2008. I understand that providing any false, incomplete or inaccurate information constitutes an event of default under the Contract and may result in termination of the Contract. I understand and agree to pay all costs, fees, expenses, including attorney fees, in connection with any legal action or criminal prosecution as a result of providing false, incomplete or inaccurate information in this Contractor's Disclosure Form.

Signature of Authorized Officer

Name of Authorized Officer (Print or Type)

Title

Date

State of

County of

Signed and sworn to before me this day of ,

My commission expires:

Notary Public Signature


ATTACHMENT B

GENERAL AND SPECIFIC TERMS AND CONDITIONS

Contract: Proposer agrees that, if approved as a provider for the products (‘Products”) and services hereinafter described ("Services"), Proposer will enter into a written contract with the Board ("Contract") for such Products and Services prior to delivering any Products or rendering any Services. In the event Proposer fails to enter into such Contract with the Board, Proposer's award of the contract will be revoked by the Board. The Contract will contain, among other things, the General and Specific Terms and Conditions contained herein and such other terms deemed necessary by the Board’s General Counsel. The Board also reserves the right to revoke its approval for an award of the Contract for any reason including, but not limited to, the submission by Proposer of contract terms which, in the Board’s sole opinion, are substantially different from the general and specific terms and conditions in the RFP for the Contract or those agreed upon based on Proposer’s response. Proposer shall not commence any services and the Board shall not be liable for any costs incurred by Proposer without a Contract executed by the Board. The General and Specific Terms and Conditions are provided for information only. Execution of a contract is not required at the time a Proposal is submitted. I. GENERAL TERMS AND CONDITIONS 1. Term of Contract: The term of the contract will be for a period of three (3) years (“Term”), unless terminated sooner as provided in the Contract. The Board shall have one (1) option to renew the Contract for period of two (2) years under the same terms and conditions as in the original Contract (a “Renewal Term”). 2. Scope of Products and Services: A Scope of Products and Services will be attached and incorporated as an exhibit to the Contract. The scope will be based on the scope described in this RFP as may be modified through the review and evaluation of proposals in response to the RFP.

a. Scope of Products: Vendor agrees to provide the products described in the Scope of Products and Services in accordance with the terms of the Contract. “Products” means, collectively, any goods, hardware, software, documentation, licenses, updates, components, equipment, or accessories as described in the Contract that one would consider within the ordinary meaning of the product as understood in the applicable industry or field of business. b. Scope of Services: Vendor agrees to provide the services set forth the Scope of Products and Services in accordance with the terms of the Contract. “Services” means, collectively, the services, deliverables, duties and responsibilities described and any and all work necessary to complete them or carry them out fully and to the standard of performance required in the Contract. The Board retains final authority with respect to all Services related decisions. The Board may, from time to time, request changes in the scope of Services. Any such changes, including any increase or decrease in Vendor's fees, shall be documented by a written amendment to the Contract signed by the authorized representatives of both parties. c. Quantity: The Board assumes no obligation hereunder to purchase any quantity of Products and Services other than those identified on a purchase order issued by the Board. d. Packaging and Shipment and Risk of Loss: Vendor shall package and ship all goods, supplies or other materials provided as part of the Contract (collectively, “Materials”) in a commercially reasonable manner. All shipments shall be F.O.B. destination (as indicated on the Board’s Purchase Order or some other written notification) with freight and insurance prepaid.


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The Board may request that shipment be made to any location that the Board designates as a Chicago Public School or a CPS facility. Any and all deliveries made to a Chicago Public School shall occur between the hours of 8:00 a.m. – 2:30 p.m. and Vendor shall advise carrier of this restriction. It is understood and agreed that the Board shall have no liability for any insurance charges not incorporated in the prices quoted, and that freight charges shall be limited to those specified in the Contract. The Board may adjust the Purchase Order shipping destination any time up to ten (10) business days prior to shipment. The risk of loss and damage to Materials ordered by the Board shall pass to the Board only after delivery to the destination designated by the Board. Time is of the essence to the delivery of all Materials ordered hereunder. e. Inspection and Out-of-Box Failures: The Board reserves the right to inspect all Products upon delivery and to perform any test the Board deems necessary to adequately demonstrate that the Products meet all of the specifications as more particularly described in the Scope of Products and Services attached and incorporated in to the Contract (“Specifications”). Final inspection resulting in acceptance or rejection of the Products will be made as soon as practicable, but failure to inspect shall not be construed as a waiver by the Board of its rights to reject Products or to claim reimbursement or damages for such Products that are later found to be defective or not in conformance with the Specifications. Products that do not conform to the Specifications or that are otherwise damaged must either, at the Board’s discretion, be retrieved by the Vendor (at Vendor’s expense) for replacement at no charge to the Board, or the Board may cancel that portion of the purchase order relating to nonconforming Products at no charge to the Board. For any such returned Products, the Board shall either debit or offset from Vendor the cost of such Product plus freight, or receive a refund for such, at Board’s discretion.

f. Uniform Commercial Code. In the absence of a governing provision under the Contract or should any provision of the Contract be construed by a court of competent jurisdiction as vague, the corresponding provision of the Uniform Commercial Code, Article 2, shall apply. g. Survival: The provisions of this Section shall survive the expiration or termination of the Contract.

3. Compensation: Vendor shall be compensated in accordance with the Schedule of Pricing that is attached and incorporated into the Contract as Exhibit __. The total maximum compensation payable to Vendor during the Term of the Contract shall not exceed Dollars ($ ) [amount determined by Board], as may be amended by the Board (“Maximum Compensation Amount”). It is understood and agreed that the Maximum Compensation Amount is a “not-to-exceed” amount and is not a guaranteed payment. The Board shall not reimburse for any expenses. Compensation shall be based on actual Products delivered and Services performed during the Term of the Contract as described in the Schedule of Pricing, and the Board shall not be obligated to pay for any Products, Services or deliverables not in compliance with the Contract. In the event the Contract is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided. 4. Purchase Orders; Billing and Payment Procedures; Electronic Payments:

a. Purchase Orders: Orders must be on the Board’s Standard Purchase Order Form. The pre-printed terms and conditions found on the Board’s Purchase Order shall apply to the extent that such terms supplement and are not inconsistent with the terms and conditions contained in


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the Contract. b. Billing and Payment Procedures: All invoices must be submitted electronically via email in PDF format to [email protected]. Each email may only contain one invoice and must include the vendor’s name and the CPS Purchase Order number. All invoices must include:

Vendor name and payment address Unique invoice number (determined by vendor) Valid purchase order number (only one PO number may be referenced on each

invoice) Invoice date Itemized description of the services rendered and/or goods delivered Date the services were provided and/or goods were delivered to CPS Detailed pricing information such as quantities, unit prices, discount, and final net

amount due Invoices shall be submitted in a timely manner. The final invoice shall be submitted no later than ninety (90) days after the expiration or termination of the Contract. If Vendor has more than one contract with the Board, separate invoices must be submitted for each contract. The Board shall process payments in accordance with the Local Government Prompt Payment Act [50 ILCS 505/1 et seq.]. The Board reserves the right to request additional information and supporting documentation necessary for the Board to verify the Products and Services provided under the Contract. c. Electronic Payments: Vendor agrees that, at the Board’s sole discretion, the Board may make payment electronically to Vendor for any and all amounts due to Vendor pursuant to the Contract by means of the Board’s procurement charge card account. Vendor recognizes that any charge to the Board’s procurement charge card that is in excess of the open remaining amount as stipulated in the applicable Purchase Order, or any charge unaccompanied by the requisite documentation and data as required by the Board, shall be deemed invalid and disputed by the Board. Vendor further recognizes that, in the absence of any supporting documentation as may be required by the Board, payments associated with disputed charges shall be rescinded by the Board and deemed not owed by the Board. Vendor agrees to comply with the rules, procedures and documentation required for electronic payment via the Board’s procurement charge card as established by the Board’s Department of Procurement.

5. Standards of Performance: Vendor shall devote, and shall cause all of its employees, agents, and subcontractors to devote, such of their time, attention, best skill and judgment, knowledge and professional ability as is necessary to perform all Services effectively, efficiently and to the satisfaction of the Chief Procurement Officer (“CPO”). Vendor shall retain and utilize, as required by law or by the Contract, professionals licensed to practice in the State of Illinois in the applicable profession. Vendor shall use efficient business administration methods and perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and in an expeditious and economical manner consistent with the best interests of the Board, so as to assure, among other things, that the Services are performed at a reasonable cost to the Board and that Services performed by other entities or persons in connection with the Contract are efficiently and cost-effectively delivered. Vendor acknowledges that, if in the course of providing Products and Services hereunder, it is entrusted with or has access to valuable and confidential information and records of the Board, that with

respect to that information, Vendor agrees to be held to the standard of care of a fiduciary. Any review, approval, acceptance of Products and Services or other deliverables or payment for any of


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the Products and Services by the Board does not relieve Vendor of its responsibility for the professional skill, care, and technical accuracy of its Services and deliverables. Vendor shall remain financially and legally responsible to the Board for the professional and technical accuracy of all Products and Services, including any Products and any other deliverables furnished, whether by Vendor or its subcontractors or others on its behalf. 6. Personnel

a. Adequate Staffing: Vendor must assign and maintain during the Term of the Contract and any renewal of it, an adequate staff of competent personnel that is fully equipped, licensed as appropriate, available as needed, qualified and assigned to perform the Services. If the Board determines, in its sole discretion that any employee, subcontractor or other person providing Services hereunder for Vendor is not performing in accordance with the performance standards or other requirements of the Contract the Board shall have the right to direct the Vendor to remove that person from performing Services under the Contract. b. Key Personnel: The Contract may list individuals employed by the Vendor, or otherwise provided to perform Services, who have particular expertise on which the Board is relying (“Key Personnel”). Vendor may not reassign or replace Key Personnel without the written consent of the Board, which consent shall not be unreasonably withheld or delayed. If one or more Key Personnel terminate his or her employment with Vendor or otherwise become unavailable for reasons beyond Vendor’s reasonable control, Vendor shall promptly replace such person with another person with comparable training and experience, subject to the approval of the Board, which approval shall not be unreasonably withheld or delayed. As stated in Section 6(a) above, the Board shall have the right to direct Vendor to remove an individual from performing Services under the Contract.

7. Non-appropriation: Expenditures not appropriated by the Board in its current fiscal year budget are deemed to be contingent liabilities only and are subject to appropriation in subsequent fiscal year budgets. In the event no funds or insufficient funds are appropriated and budgeted in any subsequent fiscal period by the Board for performance under the Contract, the Board shall notify Vendor and the Contract shall terminate on the earlier of the last day of the fiscal period for which sufficient appropriation was made or whenever the funds appropriated for payment under the Contract are exhausted. Payments for Products and Services completed to the date of notification shall be made to Vendor except that no payment shall be made or due to Vendor under the Contract beyond those amounts appropriated and budgeted by the Board to fund payments under the Contract. 8. Termination, Suspension of Services, Events of Default, Remedies, and Turnover of Documents:

a. Early Termination. The Board may terminate the Contract in whole or in part, without cause, at any time, by a notice in writing from the Board to Vendor in accordance with the notice provisions herein. The effective date of termination shall be thirty (30) calendar days from the date the notice is received or the date stated in the notice, whichever is later. After notice is received, Vendor must restrict its activities, and those of its subcontractors, to winding down any reports, analyses, or other activities previously begun. No costs incurred after the effective date of the termination are allowed. Payment for any [Products and] Services actually and satisfactorily delivered before the effective date of the termination is on the same basis as set forth in the Compensation Section of the Contract.


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Vendor must include in its contracts with subcontractors an early termination provision in form and substance equivalent to this early termination provision to prevent claims against the Board arising from termination of subcontracts after the early termination of the Contract.

Vendor shall not be entitled to make any early termination claims against the Board resulting from

any subcontractor’s claims against Vendor or the Board to the extent inconsistent with this provision. b. Suspension of Services. The Board may, upon thirty (30) calendar days written notice, direct Vendor to suspend Services in whole or part. Vendor shall promptly resume performance of Services upon written notice from the Board and upon such equitable extension of time as may be mutually agreed upon in writing by the Board and Vendor. Responsibility for any additional costs or expenses actually incurred by Vendor as a result of remobilization shall be determined by mutual agreement of the parties.

c. Events of Default. Events of default (“Events of Default”) include, but are not limited to, the following:

i. Any action or failure to act by Vendor which affects the safety and/or welfare of students or Board staff;

ii. Any material misrepresentation by Vendor in the inducement or the performance

of the Contract.

iii. Breach of any term, condition, representation or warranty made by Vendor in the Contract.

iv. Failure of Vendor to perform any of its obligations under the Contract, including,

but not limited to, the following:

A. Failure to perform any portion of the Services or deliver Products in the manner specified in the Contract;

B. Failure to perform the Services with sufficient personnel and equipment or with sufficient material to ensure the timely performance of the Services and delivery of Products;

C. Failure to promptly re-perform or re-deliver within a reasonable time and at no cost to the Board, Services or Products that were determined by the Board to be incomplete or unsatisfactory;

D. Discontinuance of the Products and Services for reasons within Vendor’s reasonable control; or

E. Failure to comply with any term of the Contract, including but not limited to, the provisions concerning insurance and nondiscrimination, and any other acts specifically and expressly stated in the Contract constituting an Event of Default.

v. Default by Vendor under any other agreement Vendor may presently have or

may enter into with the Board; and

vi. Assignment by Vendor for the benefit of creditors or consent by Vendor to the appointment of a trustee or receiver or the filing by or against Vendor of any petition or proceeding under any bankruptcy, insolvency or similar law that is not


ATTACHMENT B


dismissed within sixty (60) days of the date of its filing.

d. Remedies. The Board, in its sole discretion, may declare Vendor in default, in whole or in part, if Vendor commits an Event of Default. The CPO may give Vendor an opportunity to cure the default within a certain period of time (“Cure Period”). The CPO shall give Vendor written notice of a default, either in the form of a cure notice (“Cure Notice”) or, if no opportunity to cure is granted, a default notice (“Default Notice”). The CPO may give a Default Notice after a Cure Notice if: (1) Vendor fails to effect a cure within the Cure Period given in the applicable Cure Notice; or (2) if the Event of Default cannot be reasonably cured within the Cure Period, Vendor fails to commence and continue diligent efforts to cure in the sole opinion of the Board. A written Default Notice shall be final and effective termination of the Contract, effective on Vendor’s receipt of such notice or on the date set forth in the notice, whichever is later. When a Default Notice is given, Vendor must discontinue all Services, unless otherwise specifically directed in the notice, and Vendor must deliver to the Board all materials prepared or created in the performance of the Contract, whether completed or in-process. Upon the occurrence of an Event of Default, the Board may invoke any or all of the following remedies:

i. Take over and complete the Services or any part thereof, either directly or through others, as agent for and at the cost of Vendor. In such event, Vendor shall be liable to the Board for any excess costs incurred by the Board. Any amount due Vendor under the Contract or any other agreement Vendor may have with the Board may be offset against amounts claimed due by the Board in exercising this remedy.

ii. Terminate the Contract, in whole or in part, as to any or all of the Services yet to

be performed or Products to be delivered, effective at a time specified by the Board.

iii. Suspend Services and the delivery of Products during the Cure Period if the

default results from an action or failure to act by Vendor which affects the safety and/or welfare of students or Board staff. In the event that the performance of Services and delivery of Products is resumed, Vendor shall not be entitled to seek reimbursement from the Board for any additional costs and expenses incurred as a result of the remobilization.

iv. Seek specific performance, an injunction or any other appropriate equitable

remedy.

v. Receive from Vendor any and all damages incurred as a result or in consequence of an Event of Default.

vi. Money damages.

vii. Withhold all or part of Vendor's compensation under the Contract that are due or

future payments that may become due under the Contract.


ATTACHMENT B


viii. Deem Vendor non-responsible in future contracts to be awarded by the Board, and/or seek debarment of the Vendor pursuant to the Board's Debarment Policy (08-1217-PO1), as may be amended from time to time.

The Board may elect not to declare Vendor in default or to terminate the Contract. The parties acknowledge that this provision is solely for the benefit of the Board and that if the Board permits Vendor to continue to provide the Products and Services despite one or more Events of Default, Vendor shall in no way be relieved of any responsibilities, duties or obligations under the Contract nor shall the Board waive or relinquish any of its rights under the Contract, at law, in equity or by statute, nor shall the Board be deemed to have waived or relinquished any of the rights it has to declare an Event of Default in the future. If the Chief Procurement Officer decides not to terminate, then she or he may decide at any time thereafter to terminate the Contract, in whole or in part, in a subsequent Default Notice.

The remedies under the terms of the Contract are not intended to be exclusive of any other remedies provided, but each and every such remedy shall be cumulative and shall be in addition to any other remedies, existing now or hereafter, at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall be construed as a waiver of any Event of Default or acquiescence thereto, and every such right and power may be exercised from time to time and as often as may be deemed expedient. If the Board’s election to terminate the Contract for default under this Section is determined by a court of competent jurisdiction to have been wrongful, then in that case the termination is to be considered an early termination pursuant to the Early Termination Section above. e. Turnover of Documents and Records. Upon demand of the Board after termination of the Contract for any reason or the expiration of the Contract by its terms, Vendor shall turn over to the Board or its designee within five (5) days of demand, all materials, supplies, equipment owned or purchased by the Board, completed or partially completed work product or analyses, data, computer disks, documents and any other information relating in any way to the Contract or the performance or furnishing of Services, except that Vendor may keep a copy of such information for its own records subject to the terms of the Contract.

9. Assignment: This Contract shall be binding on the parties and their respective successors and assigns, provided however, that neither party may assign the Contract or any obligations imposed hereunder without the prior written consent of the other party. 10. Confidential Information, Dissemination of Information, Survival:

a. Confidential Information. In the performance of the Contract, Vendor may have access to or receive certain information that is not generally known to others (“Confidential Information”). Vendor acknowledges that Confidential Information includes, but is not limited to, proprietary information, copyrighted material, business plans, financial data, student data, educational records, employee data, information relating to health records, and other information of a personal nature. It is understood that Confidential Information may also include confidential or proprietary information of third parties provided by the Board to Vendor in the course of the performance of Services under the Contract. Confidential Information will not include information that is: (i) or becomes part of the public domain through no fault of Vendor; (ii) made available to Vendor by an independent third party having the legal right to make such disclosure; and (iii) information that can be established and documented by Vendor to have been independently developed or obtained by Vendor without violating the confidentiality obligations of the Contract


ATTACHMENT B


and any other agreements with the Board. b. Use of Confidential Information: Vendor shall only use Confidential Information for the sole purpose of providing Products and Services to the Board and shall not disclose the Confidential Information except to those of its directors, officers, agents, servants, employees, and contractors who need to know the Confidential Information in order to perform the Services set forth in the Contract. Vendor shall not copy or otherwise reproduce the Confidential Information for any purposes outside the terms of the Contract without the prior written consent of the Board. Vendor shall use at least the same standard of care in the protection of Confidential Information as Vendor uses to protect its own confidential information, but in any event, such Confidential Information shall be protected in at least a commercially reasonable manner. Notwithstanding the foregoing, it is understood and agreed that such protection of the Confidential Information may be subject to the special requirements set forth in the Family Educational Rights and Privacy Act (“FERPA”) and the Illinois School Student Records Act (“ISSRA”). Upon the expiration or termination of the Contract, Vendor shall promptly cease using and shall return or destroy (and certify in writing destruction of) all Confidential Information furnished by the Board along with all copies thereof in its possession including copies stored in any computer memory or storage medium. c. Handling of Confidential Information: Vendor shall protect against the unauthorized access, use or disclosure of Confidential Information by employing security measures when handling Confidential Information that are at least as safe as the following:

i. When mailing physical copies of Confidential Information, send the Confidential Information in a tamper-proof, labeled container, with a tracking number and a delivery confirmation receipt;

ii. Encrypt all Confidential Information stored on portable or removable electronic

media, such as CDs, DVDs, electronic tape, flash drives, etc. Encryption must utilize the Advanced Encryption Standard (“AES”) algorithm with a key of 256 bits or greater (“Encrypt”). Confidential Information stored in any portable or removable electronic media shall only be mailed in accordance with the provisions of Section 10(c)(i) above;

iii. Vendor shall not send with Encrypted Confidential Information, via mail or

electronically, any password or other information sufficient to allow decryption;

iv. Vendor shall not leave Confidential Information in any medium unsecured and unattended at any time;

v. Vendor shall keep all physical copies (paper, portable or removable electronic

media, or other physical representations) of Confidential Information under lock and key, or otherwise have sufficient physical access control measures to prevent unauthorized access;

vi. Vendor shall password protect any laptop or other electronic device that contains

Confidential Information. Additionally, any laptop or other electronic device that contains Confidential Information shall have its full hard drive Encrypted. Vendor shall not leave any laptop or other electronic device unattended without enabling a screen-lock or otherwise blocking access to the laptop or other electronic device. Vendor shall ensure that no password or other information sufficient to


ATTACHMENT B


access a laptop or electronic device containing Confidential Information is attached to or located near the laptop or other electronic device at any time.

vii. Vendor shall store, back up, and serve Confidential Information only on servers

located in the continental United States. Vendor shall ensure the security of the Confidential Information by employing adequate security measures to prevent unauthorized access to that information. These measures include policies, procedures, and technical elements relating to data access controls. In addition, Vendor shall use standard security protocols and mechanisms to protect the exchange and transmission of Confidential Information. Data stored in cloud-based systems must be protected in the same manner as local data as described throughout the Contract. The prior approval of the Board’s ITS Program Manager or his/her designee for any hosting solution may be required.

d. Dissemination of Information. Other than as specifically allowed under the Contract, Vendor shall not disseminate any Confidential Information and/or any Work Product (as defined below) obtained or developed in performance or delivery of Services and/or Materials for the Board to a third party without the prior written consent of an authorized representative of the Board. If Vendor is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any Confidential Information and/or Work Product (as defined below) which may be in Vendor’s possession as a result of Services and/or Materials provided under the Contract, Vendor shall immediately give notice to the Board and its General Counsel with the understanding that the Board shall have the opportunity to contest such process by any means available to it prior to submission of any documents to a court or other third party. Vendor shall not be obligated to withhold delivery of documents beyond the time ordered by a court of law or administrative agency, unless the request for production or subpoena is quashed or withdrawn, or the time to produce is otherwise extended. e. Injunctive Relief. In the event of a breach or threatened breach of this Section, Vendor acknowledges and agrees that the Board would suffer irreparable injury not compensable by money damages and would not have an adequate remedy at law. Accordingly, Vendor agrees that the Board shall be entitled to immediate injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without prejudice to such rights that the Board may have in equity, by law or statute. f. Unauthorized Access, Use or Disclosure of Confidential Information: If the Vendor becomes aware of any unauthorized access, use, or disclosure of the Confidential Information, it shall: (i) notify the Board immediately, which shall be no more than twenty-four hours from the Vendor receiving notice of the unauthorized access, use, or disclosure of the Confidential Information; (ii) take prompt and appropriate action to prevent further unauthorized access, use, or disclosure; (iii) cooperate with the Board and any government authorities with respect to the investigation and mitigation of any such unauthorized access, use, or disclosure, including the discharge of the Board’s duties under the law; and (iv) take such other actions as the Board may reasonably require to remedy such unauthorized access, use or disclosure, including if required under any federal or state law, providing notification to the affected persons. Vendor shall bear the losses and expenses (including attorneys’ fees) associated with a breach of Confidential Information including, without limitation, any costs: (1) of providing notices of a data breach to affected persons and to regulatory bodies; and (2) of remedying and otherwise mitigating any potential damage or harm of the data breach including, without limitation, establishing call centers and providing credit monitoring or credit restoration services, as requested by the Board. Vendor


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shall include provisions consistent with this Section in contracts with any subcontractors providing any Services under the Contract. g. Press Releases; Publicity; Board Intellectual Property. Vendor shall not issue publicity news releases; grant press interviews; use any intellectual property belonging to the Board, including but not limited to the CPS logo or the logos of any schools during or after the performance of any Services without the prior written consent of authorized representatives of the Board. Furthermore, Vendor shall not photograph or film or cause others to photograph or film within any CPS school or facility without the prior express written consent of the Board’s Chief Communications Officer or his/her designee. h. Employees, Agents and Subcontractors: Vendor agrees to cause its employees, agents and subcontractors to undertake the same obligations regarding the handling of Confidential Information as agreed to by Vendor in the Contract. i. Survival. The provisions of this Section shall survive the termination or expiration of the Contract.

11. Ownership. Vendor agrees that, to the extent permitted by law, any and all finished or unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow charts, methods, processes, data, data studies, drawings, maps, files, records, computer printouts, designs, equipment descriptions, or other materials prepared or generated as a result of the Contract (“Work Product”) shall exclusively be deemed “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent any Work Product does not qualify as a “work for hire,” Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. All Confidential Information, Work Product, and intellectual property developed by, created for, or incorporating information gained from the Services performed under the Contract, shall at all times be and remains the property of the Board. Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to the Work Product and all intellectual property rights relating to the Work Product. All of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of the Contract within three (3) business days of demand. In addition, Vendor shall return the Board’s data in the format requested by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense. 12. Representations and Warranties of Vendor: Vendor represents and warrants that the following shall be true and correct as of the effective date of the Contract and shall continue to be true and correct during the Term of the Contract and any Renewal Terms.

a. Licensed Professionals. Vendor is appropriately licensed under Illinois law to perform Services required under the Contract and shall perform no Services for which a professional license is required by law and for which Vendor, its employees, agents, or subcontractors, as applicable, are not appropriately licensed. b. Compliance with Laws. Vendor is and shall remain in compliance with all applicable federal, state, county, and municipal, statutes, laws, ordinances, and regulations relating to the Contract and the performance of Services in effect now or later and as amended from time to time, including but not limited to the Prevailing Wage Act, 820 ILCS 130/1 et seq., the Drug-Free


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Workplace Act, the Illinois School Student Records Act, the Family Educational Rights and Privacy Act, the Protection of Pupil Rights Amendment and any others relating to non-discrimination. Further, Vendor is and shall remain in compliance with all applicable Board policies and rules. Board policies and rules are available at http://www.cps.edu/. c. Good Standing. Vendor is not in default and has not been deemed by the Board to be in default under any other contract with the Board during the five (5) year period immediately preceding the effective date of the Contract. d. Authorization. In the event Vendor is an entity other than a sole proprietorship, Vendor represents that it has taken all action necessary for the approval and execution of the Contract, and execution by the person signing on behalf of Vendor is duly authorized by Vendor and has been made with complete and full authority to commit Vendor to all terms and conditions of the Contract which shall constitute valid, binding obligations of Vendor. e. Financially Solvent. Vendor warrants that it is financially solvent, is able to pay all debts as they mature and is possessed of sufficient working capital to complete all Services and perform all obligations under the Contract. f. Gratuities. No payment, gratuity or offer of employment was made by or to Vendor in relation to the Contract or as an inducement for award of the Contract. g. Contractor’s Disclosure Form. The disclosures in the Contractor Disclosure Form, previously submitted by Vendor, are true and correct. Vendor shall promptly notify Board in writing of any material change in information set forth therein, including but not limited to change in ownership or control, and any such change shall be subject to Board approval which shall not be unreasonably withheld. h. Criminal History Records Search. Vendor represents and warrants that, at its own cost and expense, it shall have a complete fingerprint-based criminal history records check conducted on all volunteers, employees, agents, and subcontractors who may have contact with CPS students (collectively “Staff”) in accordance with the Illinois School Code (105 ILCS 5/34-18.5); the Sex Offender and Child Murderer Community Notification Law (730 ILCS 152/101 et seq.); and the Murderer and Violent Offender Against Youth Registration Act (730 ILCS 154/1 et seq.) (“Records Check”). It is understood and acknowledged that contact via text messages, live chats, emails or through any other means shall be considered “contact” for the purposes of this Section. A complete Records Check includes the following:

(a) Fingerprint-based checks through the Illinois State Police and the FBI; (b) A check of the Illinois Sex Offender Registry; and (c) A check of the Violent Offender Against Youth Database.

The purpose of the Records Check is to confirm that none of these persons have been convicted of any of the criminal or drug offenses enumerated in subsection (c) of 105 ILCS 5/34-18.5 or any offenses enumerated under the Sex Offender and Child Murderer Community Notification Law or the Murderer and Violent Offender Against Youth Registration Act, or have been convicted within the past seven (7) years of any other felony under the laws of Illinois or of any offense committed or attempted in any other state or against the laws of the United States that, if committed or attempted in the State of Illinois, would have been punishable as a felony under the laws of Illinois.


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Vendor shall not allow any of its Staff to have contact with a CPS student until a Records Check has been conducted for that person and the results of the Records Check satisfy the requirements of 105 ILCS 5/34-18.5 and the requirements of all other Acts and Laws referenced in this Section, as may be amended. Within fifteen (15) business days before any Staff has contact with any CPS students and on or before the Contract’s anniversary date(s) during the Term and any Renewal Term, Vendor shall submit a written report to CPS’s Chief Officer of Safety & Security and/or its Deputy Chief of Network Security (“CPS Safety Officer”). The report shall include at least the following information:

1) the specific method of completing the Records Check; 2) the names of each Staff member who satisfactorily passed the Records Check

within the quarter before s/he has any contact with a CPS student; and 3) the procedure to update each Staff member’s Records Check through the Term

of the Contract, including any Renewal Terms (intervals between each Staff member’s updates shall not be less than annually).

On a quarterly basis thereafter, Vendor shall: i) periodically check the Illinois Violent Offender Against Youth Registry and the Illinois Sex Offender Registry for each Staff member who has contact with students and shall immediately remove any Staff member who may be identified on either registry; ii) provide a written report to CPS’s Safety Officer listing the names of all new Staff members who have contact with CPS students and certifying that Records Checks were satisfactorily completed for those individuals before s/he had any contact with CPS students; and iii) provide any other information requested by the Board. If Vendor fails to comply with this Section, in whole or in part, then, in addition to the Remedies set forth in the Contract, the Board may exercise additional remedies, including but not limited to: (i) withholding payments due under the Contract and any others that Vendor may have with the Board; (ii) immediately terminating the Contract, in whole or in part, without any further obligation by the Board of any kind; or (iii) seeking liquidated damages. i. Research Activities and Data Requests. Vendor shall not conduct research in the Chicago Public Schools or use CPS student data for research purposes. In the event Vendor seeks to conduct research in the Chicago Public Schools or use CPS student data for research purposes in connection with the Contract or for any other purposes, Vendor shall comply with the Board’s Research Study and Data Policy adopted on November 14, 2007, as may be amended from time to time. Vendor acknowledges and agrees that it may not begin any research activities or obtain data for research purposes without the prior written consent of the Chief Education Officer. j. Debarment and Suspension: Vendor certifies, to the best of its knowledge and belief, after due inquiry, that:

i. It, its principals, or its subcontractors providing Services under the Contract are not barred from contracting with any unit of state or local government as a result of violation of either Section 33E-3 (bid-rigging) or 33E-4 (bid rotating) [720 ILCS 5/33E];

ii. It, its principals, or its subcontractors providing Services under the Contract are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency or any unit of state or local government; and

iii. It, its principals, or its subcontractors providing Services under the Contract have not violated the rules, regulations, or laws of any federal, state, or local government unit or agency.


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“Principals” for the purposes of this certification means officers; directors, owners; partners; persons having primary management or supervisory responsibilities within a business entity; and, if a joint venture is involved, each joint venture member and the principals of each such member. In performing any obligations of the Contract, Vendor shall not utilize any firms that the Board has debarred from doing business with CPS pursuant to the Board’s Debarment Policy (08-1217-PO1), as amended. k. Prohibited Acts. Within the three (3) years prior to the effective date of the Contract, Vendor or any of its members if a joint venture or a limited liability company, or any of its or their respective officers, directors, shareholders, members, managers, other officials, agents or employees (i) have not been convicted of bribery or attempting to bribe a public officer or employee of any public entity and (ii) have not been convicted of agreeing or colluding among contractors or prospective contractors in restraint of trade, including bid-rigging or bid-rotating, as those terms are defined under the Illinois Criminal Code. l. Continued Disclosure Requirement. If at any time during the Term of the Contract or during any Renewal Terms, Vendor becomes aware of any change in the circumstances that makes the representations and warranties stated above no longer true, Vendor must immediately disclose such change to the Board.

13. Independent Contractor: It is understood and agreed that the relationship of Vendor to the Board is and shall continue to be that of an independent contractor and neither Vendor nor any of Vendor's employees shall be entitled to receive Board employee benefits. As an independent contractor, Vendor agrees to be responsible for the payment of all taxes and withholdings specified by law which may be due in regard to compensation paid by the Board. To the extent that Vendor is subject to taxes under Section 4980H of the Internal Revenue Code, Vendor shall be solely responsible for paying such taxes. Vendor agrees that neither Vendor nor its employees, staff or subcontractors shall represent themselves as employees or agents of the Board. Vendor shall provide the Board with a valid taxpayer identification number as defined by the United States Internal Revenue Code, including but not limited to, a social security number or federal employer identification number. In the event that the Board is determined to be liable for taxes under Section 4980H of the Internal Revenue Code as a result of the use of Vendor’s employees under the Contract, Vendor shall indemnify the Board for any such liability. 14. Indemnification: Vendor agrees to defend, indemnify and hold harmless the Board, its members, employees, agents, officers and officials from and against all liabilities, losses, penalties, damages and expenses, including costs and attorney fees, arising out of all claims, liens, damages, obligations, actions, suits, judgments or settlements, or causes of action, of every kind, nature and character (collectively “Claims”) arising or alleged to arise out of the acts or omissions of the Vendor, its officers, agents, employees and subcontractors in the performance of the Contract. The foregoing obligation extends to and is intended to encompass any and all Claims that the Products and/or Services infringe, misappropriate, or otherwise violate any confidentiality, proprietary, or intellectual property right of a third party. Furthermore, as stated in Section 13 above, in the event that the Board is determined to be liable for taxes under Section 4980H of the Internal Revenue Code as a result of its use of Vendor’s employees under the Contract, Vendor shall indemnify the Board for any such liability. As stated in the Confidential

Section above, in the event of unauthorized access, use, or disclosure of the Board’s Confidential Information arising or alleged to arise from the acts or omissions of Vendor, its employees, agents, or


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subcontractors, in addition to the obligations provided in this Section, Vendor shall cover any costs or fees associated with (i) providing notices of a data breach to affected persons and to regulatory bodies and (ii) remedying and otherwise mitigating any potential damages or harm from the data breach, including but not limited to call centers and providing credit monitoring or credit restoration services as may be requested by the Board. Vendor shall, at its own cost and expense, appear, defend and pay all attorney fees and, other costs and expenses arising hereunder. In addition, if any judgment shall be rendered against the Board in any such action, Vendor shall, at its own expense, satisfy and discharge such obligation of the Board. The Board shall have the right, at its own expense, to participate in the defense of any suit, without relieving Vendor of any of its obligations hereunder. The Board retains final approval of any and all settlements or legal strategies which involve the interest of the Board.

However, if Vendor, after receiving notice of any such proceeding, fails to immediately begin the defense of such claim or action, the Board may (without further notice to Vendor) retain counsel and undertake the defense, compromise, or settlement of such claim or action at the expense of Vendor, subject to the right of Vendor to assume the defense of such claim or action at any time prior to settlement, compromise or final determination thereof. The cost and expense of counsel retained by the Board in these circumstances shall be borne by Vendor and Vendor shall be bound by, and shall pay the amount of, any settlement, compromise, final determination or judgment reached while the Board was represented by counsel retained by the Board pursuant to this paragraph, or while Vendor was conducting the defense. To the extent permissible by law, Vendor waives any limits to the amount of its obligations to defend, indemnify, hold harmless, or contribute to any sums due under any losses, including any claim by any employee of Vendor that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as Kotecki v. Cyclops Welding Corporation, 146 Ill. 2nd 155 (1991)). The Board, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code, any other statute or judicial decision. The indemnities set forth herein shall survive the expiration or termination of the Contract.

15. Non-Liability of Board Officials: Vendor agrees that no Board member, employee, agent, officer or official shall be personally charged by Vendor, its members if a joint venture, or any subcontractors with any liability or expense under the Contract or be held personally liable under the Contract to Vendor, its members if a joint venture, or any subcontractors.

16. Board Not Subject to Taxes: The federal excise tax does not apply to the Board, and the State of Illinois sales tax does not apply to the Board by virtue of Exemption No. E9997-7109-06. The amounts paid to Vendor are inclusive of all other taxes that may be levied or based on the Contract, including without limitation sales, use, nonresident, value-added, excise, and similar taxes levied or imposed on the Services to be provided under the Contract, but excluding taxes levied or imposed on the income or business privileges of Vendor. Vendor shall be responsible for any taxes levied or imposed upon the income or business privileges of Vendor.

17. Audit and Records Retention: Vendor shall permit and cooperate in good faith in any audits by the Board, including its Department of Procurement or its agents, for compliance by the Vendor with the Contract. Vendor shall furnish the Board with such information, supporting documentation and reports as may be requested relative to the delivery of Products; progress, execution and costs of the Services and compliance with applicable MBE/WBE requirements. Failure of the Vendor to comply in full and

cooperate with the requests of the Board or its agents shall give the Board, in addition to all other rights and remedies hereunder, the right to charge Vendor for the cost of such audit. Vendor shall


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maintain all records related to the Contract. As used in this Section, “records” shall include all correspondence, receipts, vouchers, memoranda and other data, regardless of type or medium (including emails or other electronically stored data) relating to the Contract and Vendor’s performance of Services and delivery of Products. All records referenced above shall be retained for at least five (5) years after the termination or expiration of the Contract and shall be subject to inspection and audit by the Board, subject to modification by the terms of the Contract. If any audit, litigation, or other action involving the records is being conducted or has not been resolved, all applicable records must be retained until the proceeding is closed. Vendor shall require all of its subcontractors to maintain the above-described records and allow the Board the same right to inspect and audit said records as set forth herein. 18. Freedom of Information Act. Vendor acknowledges that the Contract and all documents submitted to the Board related to the contract award are a matter of public record and are subject to the Illinois Freedom of Information Act (5 ILCS 140/1) and any other comparable state and federal laws and that the Contract is subject to reporting requirements under 105 ILCS 5/10-20.44. Vendor further acknowledges that the Contract shall be posted on the Board’s Internet website.

19. MBE/WBE Program: Vendor acknowledges that it is familiar with the requirements of the Board’s “Remedial Program for Minority and Women Owned Business Enterprise Participation in Goods and Services Contracts”, which is incorporated by reference as if fully set forth herein. Vendor agrees to adhere to the minimum participation goals and to all other applicable MBE/WBE requirements as set forth in the program. Vendor agrees to submit such documentation in connection with the program as may be requested by the Board.

20. Right of Entry: Vendor and any of its officers, employees, subcontractors or agents, performing Services hereunder shall be permitted to enter upon Board property in connection with the performance of the Services hereunder, subject to the terms and conditions contained herein and those rules established by the Board and the subject school principal. Vendor shall provide advance notice to the Board whenever applicable, of any such intended entry. Consent to enter upon a site given by the Board shall not create, nor be deemed to imply, the creation of any additional responsibilities on the part of the Board. Vendor shall use and shall cause each of its officers, employees and agents to use the highest degree of care when entering upon any property owned by the Board in connection with the Services. Any and all claims, suits or judgments, costs, or expenses, including reasonable attorney fees, arising from, by reason of, or in connection with any such entries shall be treated in accordance with the applicable terms and conditions of the Contract, including without limitation, the indemnification provisions contained in the Contract. 21. Non-Discrimination: It shall be an unlawful employment practice for Vendor or any of its subcontractors to fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual with respect to compensation, or other terms, conditions, or privileges of employment, because of such individual's race, color, national origin, religion, sex, gender identity/expression, sexual orientation, age or disability; or to limit, segregate, or classify employees or applicants for employment in any way that would deprive or tend to deprive any individual from equal employment opportunities or otherwise adversely affect an individual's status as an employee because of such individual's race, color, national origin, religion, sex, gender identity/expression, sexual orientation, age or disability. Vendor shall particularly remain in compliance at all times with: the Civil Rights Act of 1964, 42 U.S.C.A. § 2000a, et seq.; the Age Discrimination in Employment Act, 29 U.S.C.A. § 621, et seq.; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C.A. § 701, et seq.; the Americans with Disabilities Act, 42 U.S.C.A. § 12101, et seq.; the Illinois Human Rights Act, 775 ILCS 5/1-101, et seq.; the Illinois School Code, 105

ILCS 5/1-1 et. seq.; the Illinois Public Works Employment Discrimination Act, 775 ILCS 10/0.01 et seq.; the Individuals with Disabilities Education Act (IDEA) 20 U.S.C.A. § 1400 et seq.; and, the


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Chicago Human Rights Ordinance, ch. 2-160 of the Municipal Code of Chicago, all as may be amended and all other applicable federal, state, and municipal statutes, regulations, ordinances and other laws. Nothing in this paragraph is intended nor shall be construed to create a private right of action against the Board or any of its employees. Furthermore, no part of this paragraph shall be construed to create contractual or other rights or expectations for the Vendor’s employees or the Vendor’s subcontractors’ employees. 22. Chicago’s Minimum Wage Requirements: Vendor must comply with the City of Chicago Minimum Wage Ordinance (01-24), as may be amended, and the Board’s Minimum Wage Resolution (14-1217-RS2) and any applicable regulations issued by the Board’s CPO. The Board’s resolution adopts Chicago Mayoral Executive Order 2014-1. As of December 17, 2014 the minimum wage to be paid pursuant to the Resolution is $13.00 per hour (the “Minimum Wage”). A copy of the Mayoral Order may be downloaded from the Chicago City Clerk’s website at: https://www.cityofchicago.org/content/dam/city/depts/dps/RulesRegulations/ExecutiveOrderNo2014-1.pdf; the Board’s Resolution may be downloaded from the Chicago Public School’s website at: https://www.cpsboe.org/content/actions/2014_12/14-1217-RS2.pdf In the event of any discrepancy between the summary below and the Resolution and Order, the Resolution and Order shall control. Vendor must: (i) pay its employees no less than the Minimum Wage for work performed under the Contract; and (ii) require any subcontractors, sublicensees, or subtenants, to pay their employees no less than the Minimum Wage for work performed under the Contract. The Minimum Wage must be paid to: 1) All employees regularly performing work on property owned or controlled by the Board or at a Board jobsite and 2) All employees whose regular work entails performing a service for the Board under a Board contract. Beginning on July 1, 2015, and every July 1 thereafter, the Minimum Wage shall increase in proportion to the increase, if any, in the Consumer Price Index for All Urban Consumers most recently published by the Bureau of Labor Statistics of the United States Department of Labor, and shall remain in effect until any subsequent adjustment is made. On or before June 1, 2015, and on or before every June 1 thereafter, the City of Chicago may issue bulletins announcing adjustments to the Minimum Wage for the upcoming year. The Minimum Wage is not required to be paid to employees whose work is performed in general support of Vendor’s operations, does not directly relate to the services provided to the Board under the Contract, and is included in the contract price as overhead, unless that employee's regularly assigned work location is on property owned or controlled by the Board. It is also not required to be paid by employers that are 501(c)(3) not-for-profits. The term ‘employee’ as used herein does not include persons subject to subsection 4(a)(2), subsection 4(a)(3), subsection 4(d), subsection 4(e), or Section 6 of the Illinois Minimum Wage Law, 820 ILCS 105/1 et seq., in force as of the date of the Contract or as amended. Nevertheless, the Minimum Wage is required to be paid to those workers described in subsections 4(a)(2)(A) and 4(a)(2)(B) of the Illinois Minimum Wage Law. The Minimum Wage is not required to be paid to employees subject to a collective bargaining agreement that provides for different wages than those required by the Board’s Resolution, if that collective bargaining agreement was in force prior to December 17, 2014 or if that collective bargaining agreement clearly and specifically waives the requirements of the Resolution.

If the payment of a prevailing wage is required and the prevailing wage is higher than the Minimum Wage, then Vendor must pay the prevailing wage.


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23. Kickbacks. Neither Vendor nor any of its members if a joint venture or limited liability company has accepted and shall not accept from or on behalf of any subcontractor or any intermediate tier subcontractor any payment, gratuity or offer of employment in relation to the Contract or as an inducement for the acceptance of the Contract. Vendor is and shall remain in compliance with all applicable anti-kickback laws and regulations.

24. Joint and Several Liability: In the event that Vendor, or its successors or assigns, if any, is comprised of more than one legal entity, then in that event, each and every obligation or undertaking herein stated to be fulfilled or performed by Vendor shall be the joint and several obligation or undertaking of each such legal entity.

25. Survival/Severability: All express representations or indemnifications made or given in the Contract shall survive the completion of Services or the expiration or termination of the Contract for any reason. If any provision or part of the Contract is held to be unenforceable, the Contract shall be considered divisible and such provision shall be deemed inoperative to the extent that it is deemed unenforceable, and in all other respects the Contract shall remain in full force and effect, provided however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law.

26. Counterparts and Facsimiles: The Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument. A signature delivered by facsimile or electronic means shall be considered binding for both parties.

27. Entire Agreement and Amendment: The Contract, including all exhibits attached to it and incorporated into it, constitutes the entire agreement of the parties with respect to the matters contained herein. All attached exhibits are incorporated into and made a part of the Contract. No modification of or amendment to the Contract shall be effective unless such modification or amendment is in writing and signed by both parties hereto. Any prior agreements or representations, either written or oral, relating to the subject matter of the Contract are of no force or effect.

28. Governing Law: The Contract shall be governed as to performance and interpretation in accordance with the laws of the State of Illinois. Vendor irrevocably submits itself to the original jurisdiction of those courts located in the County of Cook, State of Illinois, with regard to any controversy arising out, or relating to, or in any way concerning the execution or performance of the Contract. Vendor agrees that service of process on Vendor may be made, at the option of the Board, by either registered or certified mail addressed to the office identified in the notice provision herein, by registered or certified mail addressed to the office actually maintained by Vendor, or by personal delivery on any officer, director, or managing or general agent of Vendor. If any action is brought by Vendor against the Board concerning the Contract, the action shall only be brought in those courts located within the County of Cook, State of Illinois. 29. Continuing Obligation to Perform: In the event of any dispute between Vendor and Board, Vendor shall expeditiously and diligently proceed with the performance of all its obligations under the Contract with a reservation of all rights and remedies it may have under or pursuant to the Contract at law or in equity.

30. Conflict of Interest: The Contract is not legally binding on the Board if entered into in

violation of the provisions of 105 ILCS 5/34-21.3, which restricts the employment of, or the letting of


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contracts to, former Board members within a one year period following expiration or other termination of their office.

31. Indebtedness: Vendor agrees to comply with the Board’s Indebtedness Policy adopted June 26, 1996 (96-0626-PO3), as amended from time to time, which policy is hereby incorporated by reference into and made a part of the Contract as fully set forth herein.

32. Ethics: No officer, agent or employee of the Board is or shall be employed by Vendor or has or shall have a financial interest, directly, or indirectly, in the Contract or the compensation to be paid hereunder except as may be permitted in writing by the Board’s Code of Ethics adopted May 25, 2011 (11-0525-PO2), as amended from time to time, which policy is hereby incorporated by reference into and made a part of the Contract as fully set forth herein.

33. Inspector General: Each party to the Contract hereby acknowledges that in accordance with 105 ILCS 5/34-13.1, the Inspector General of the Board of Education of the City of Chicago has the authority to conduct certain investigations and that the Inspector General shall have access to all information and personnel necessary to conduct those investigations.

34. Waiver: No delay or omission by the Board to exercise any right hereunder shall be construed as a waiver of any such right and the Board reserves the right to exercise any such right from time to time as often and as may be deemed expedient.


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II. SPECIFIC TERMS AND CONDITIONS [The following are optional provisions that will only apply in certain circumstances or are provisions which require specific attention to detail. It is anticipated that these terms will be included in the contract entered into as a result of this RFP.]

1. Principal’s Right to Direct: The principal at each school shall have the authority, to the maximum extent possible, to direct Vendor and its subcontractors when performing the Services on the school site.

2. Participation by Other Local Government Agencies: Other local government agencies (“Local Government Agencies”) may be eligible to purchase Products and Services pursuant to the terms and conditions of the Contract if: (a) such agencies are authorized, by law or their governing bodies, to execute such purchases; (b) such authorization is allowed by the Board of Education’s Chief Procurement Officer; and (c) such purchases have no significant net adverse effect on the Board and result in no observed diminished ability on the Vendor to provide the Products and Services to the Board or Board’s user departments pursuant to such purchases. Local Government Agencies shall include without limitation: City of Chicago, Chicago Park District, City Colleges of Chicago, Chicago Transit Authority, Chicago Housing Authority, Chicago Board of Elections, Metropolitan Pier & Exposition Authority (McCormick Place, Navy Pier), and the Municipal Courts. All purchases and payment transactions shall be made directly between the Vendor and the requesting Local Government Agency; the Board shall not be responsible for payment of any amounts owed by any Local Government Agency to Vendor. The Board assumes no authority, liability or obligation on behalf of any Local Government Authority. 3. Warranty of Services: Vendor hereby represents and warrants that its Services will be performed in a good and workmanlike manner. Vendor warrants that its Services will be performed in a manner that does not damage or corrupt data of the Board. Vendor also warrants that the deliverables submitted to the Board for acceptance will conform to the Scope of Services and will be free of errors or defects in design, material and workmanship. The warranties contained in this Section will continue for twelve (12) months (“Warranty Period”) after acceptance of the deliverables, in writing, by the Board. If the Board notifies the Vendor, or the Vendor becomes aware, of any non-performance, error or defect covered by the foregoing warranties within the Warranty Period, the Vendor shall, at its own expense, promptly correct such non-performance, error or defect, but in no event later than thirty (30) days after notification by the Board. Any repair or replacement of deliverables or portions thereof will be additionally and automatically warranted therein. All warranties will survive inspection, acceptance and payment. 4. Authority: Vendor understands and agrees that Vendor is not an authorized representative of the Board or the Chicago Public Schools. All agreements and approvals (written or verbal) of the Board or the Chicago Public Schools must be made by authorized Board employee(s).

5. Purchase Order Required: Under no circumstances shall Vendor render any Services or deliver Products without an approved Purchase Order.

6. Account Management: Vendor must provide a single point of contact (Account Manager) who is assigned to oversee and manage the day-to-day activities of this relationship with the Board as well as overall management of the customer service issues and reporting. Vendor shall also be required to have periodic meetings with the Department of Procurement personnel for reasonable contract review meetings as well as an annual review at a time determined by the Department of Procurement. Vendor must support the Board with an appropriate number of personnel to meet the Board’s needs.

7. Marketplace: The Board utilizes an eProcurement system referred to as ‘Marketplace’ for

electronic order placement of goods and services via a hosted eCatalog. At the Board’s sole discretion,


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the Board may eliminate use of an eProcurement system or determine that certain services or goods may not be made available for purchase by the Board through an eProcurement system. Access to Marketplace is for internal CPS use only. CPS Schools, Networks and Departments may use Marketplace to place an order/purchase. Once the purchase is made through the Marketplace a Purchase Order (“PO”) will be sent to the Vendor electronically through the CPS iSupplier portal.

Vendor shall have the option of making their Products, Services and Materials available through Marketplace; however Vendor is not required to utilize Marketplace. Orders and purchases must still be placed utilizing Task Orders and POs. The Marketplace is a supplemental tool for the Board’s benefit and efficiency and is not to be used in lieu of the process for placing orders or obtaining services as otherwise provided in the Contract. Use of the Marketplace by Vendor may result in greater visibility of Vendor’s Products and Services to CPS Schools, Networks and Departments. If Vendor chooses to use Marketplace, Vendor is responsible for entering the description of the Products, Services, Materials and associated pricing into the Marketplace and must maintain its own catalog(s). The information entered into the Marketplace by Vendor must be in conformity to the Marketplace Vendor Template, which is attached hereto and incorporated into the Contract as Exhibit . The Vendor’s completion of the Template form must include detailed information regarding the Products, Services and/or Materials offered and the pricing for those Products, Services and/or Materials. Prior to making any changes to the Marketplace Vendor information, Vendor must first submit the proposed modification or amendment to the Board Project Manager identified in the Scope of Products and Services for review and approval, which approval must be documented by a written amendment signed by both Parties in accordance with the terms of the Contract. Any addition, deletion, change, modification or substitution of Products, Services, and Materials to Marketplace Vendor Information by Vendor that is not made in compliance with this provision shall be void. All information entered into the Marketplace by Vendor must be aligned and consistent with the Products, Services, Materials and pricing set forth in the Contract. Vendor may not include on the CPS Marketplace hyperlinks to any external site. Vendor recognizes that any deviation in the description of Products and Services entered in the Marketplace by Vendor from the [Products and] Services described herein that results in an order being placed will result in that order being deemed invalid by the Board and the associated cost not owed by the Board. In the event of a conflict between an order placed through the Marketplace and the corresponding Task Order, the Task Order shall prevail. 8. Product Compliance: All Products shall comply with any applicable local, state and federal health and safety standards.

9. Warranty for Products: Vendor warrants that all Products furnished under the Contract shall be new and conform to the Specifications set forth herein. The Products shall be of merchantable quality and in good working order, and shall be free from defects in material, workmanship, and design for a minimum period of three (3) years from the date of receipt of shipment. The warranty shall further cover accidental damage of the Products for a period of one (1) year. The Board shall have the option to require Vendor to repair or replace a defective Product without charge or expense or to reject any defective Products and obtain a full refund or credit for any payment therefore. Repaired Products shall be warranted for a minimum of one (1) year from completion of repairs or the remainder of the Product’s original warranty, whichever is longer. Vendor shall be responsible for the transportation charges for all warranty shipments. This warranty shall survive inspection, acceptance, payment and expiration or termination of the Contract.

10. Product Recall: Vendor shall notify the Board within forty-eight (48) hours of Vendor’s

receipt of any manufacturer or government issued recalls on Products purchased or leased by the Board


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pursuant to the Contract. All Products purchased or leased by the Board subject to a recall shall be replaced at no cost to the Board by Vendor with the same make and model within ten (10) business days of Vendor notifying the Board of the recall. If the same make and model is not available due to the recall, then Vendor shall provide a comparable product in terms of quality and price. Acceptance of the comparable product shall be at the sole discretion of the Chief Procurement Officer. If the Chief Procurement Officer rejects in writing the comparable product, Vendor shall remove all the recalled Products from the Board sites and provide a full refund for each recalled Product within ten (10) business days of receiving the Chief Procurement Officer’s rejection of the comparable product. Replacement of the recalled Products shall include delivery of the same make and model products or the comparable products (if accepted) to the sites where the recalled Products are located and removal of the recalled Products at no cost to the Board. Vendor shall remove all recalled Products from Board property at the time the replacement Products are delivered. 11. Product Availability: If Vendor or a manufacturer/supplier cancels or discontinues a Product during the Term of the Contract and any Renewal Terms, Vendor shall work with the Board’s authorized representative to find an equivalent, acceptable Product that maintains or reduces cost to the Board. The Vendor must notify the Board of any such manufacturer’s discontinuation or cancellation within five (5) business days of the Vendor’s knowledge of said discontinuation or cancellation. Replacement units must be made available to the Board’s Chief Information Technology Officer for review and approval prior to substitution.

12. Removal and Reassignment: Vendor agrees to remove any of its staff or subcontractor’s staff from performing Services if the Board, in its sole discretion, believes that such individual is not performing acceptably or is endangering the safety or welfare of any CPS student. Vendor further agrees to bear any costs associated with the removal of such person.

13. Information Security Policy: If at any time, Vendor has access to the Board’s computer network, Vendor warrants that it is and shall remain in compliance with the Board’s Information Security Policy adopted September 25, 2013 (13-0925-PO1), as amended, during the term of the Contract and any renewals thereof.

14. Subcontractor Employee Screening and Monitoring Process: If the awarded Vendor plans to subcontract the Services outlined in the Contract to a third party, Vendor must submit its subcontractor’s employee screening and monitoring process for Board approval prior to final contract approval.

15. Charter School Participation: Charter schools which receive funding from the Board shall be eligible to purchase Products and Services pursuant to the terms and conditions of the Contract and, if such charter schools are authorized by their governing bodies to execute such purchases, by issuing their own purchase order(s) to successful Vendors. The Board shall not be responsible for payment of any amounts owed by charter schools. The Board assumes no authority, liability or obligation on behalf of any charter school. 16. Implementation of the Software: Vendor shall provide installation, configuration, and implementation services for any software or applications provided under the Contract, regardless of the medium used for its delivery (collectively referred to as “Software”). (For the purposes of the Contract, Software may be considered to be included in the terms “Products” and “Services” where appropriate as determined by the Board.) 17. Software Maintenance and Support: Vendor shall provide maintenance and support services to the Board for any Software purchased as more fully described in the Contract.

18. Hosting Services: If the Contract terms require hosting, Vendor shall provide to the Board:

(a) storage space on, and access to, a computer system with the capability of making materials


ATTACHMENT B


accessible by the Board users through a secure online means; and (b) related materials, facilities and services, in order to host the Software and any Board data and to otherwise make the Software and any Board data accessible on demand by the Board’s designated users (collectively, the "Hosting Services"). The Hosting Services shall be included in the term “Services” as that term is defined and used herein. In accordance with the Confidential Information Section of the Contract, Board data including Confidential Information shall only be stored on servers located within the continental United States. Data stored in cloud-based systems must be protected in the same manner as local data as described throughout the Contract. 19. Compatibility and Data Flow: Vendor shall ensure that the Software and Services allows data to flow properly between the Board’s users and the Software. Vendor must ensure that the Services, Software, and other resources and materials (collectively, the “Provided Resources”) that are provided by Vendor to the Board, incorporated by Vendor, or approved or recommended by Vendor for use by the Board in connection with the Services, be fully compatible with, and must not materially and adversely affect, or be materially and adversely affected by, each other or the other hardware, software, equipment, network components, systems, services, and other resources that are owned or leased by, or licensed to, the Board (collectively, the “Board Resources”). At all times, Vendor must cooperate and work as requested with the other service providers of the Board to coordinate the development and the provision of Services with the services and systems of such other service providers. Such coordination shall include:

a. Facilitating with such other relevant service providers the timely resolution of all problems that may arise and impact the Services, regardless of the actual or suspected root-cause of such problems, and using all commercially reasonable efforts to obtain and maintain the active participation, cooperation, and involvement of such other service providers as is required for such problem resolution; b. Providing information concerning any or all of the Provided Resources of the data, computing environment, and technology direction used in implementing and providing the Services; c. Working with the Board’s other service providers in the implementation and integration of the Services with the Board Resources in the Board’s environment and the integration and interfacing of the services of such other service providers with the Services; d. Providing reasonable access to and use of the Provided Resources; and e. Performing other reasonably necessary tasks in connection with the Services in order to accomplish the foregoing activities described in this section.

In the event of any dispute between the parties as to whether a particular services or function falls within the scope of services to be provided by the Board’s third-party service providers (or by the Board itself), or within the scope of Services to be provided by Vendor, such particular service or function shall be considered to be a part of the Services hereunder if it is consistent with, and reasonably inferable to be within, the scope of Vendor’s work, as set forth in the Contract, and it more reasonably would be associated with the scope of Vendor’s work than with the scope of the services to be provided by such other service providers. If any of the foregoing requires the disclosure of any proprietary information or Confidential Information of Vendor to any third party, such third party shall be required to enter into a reasonable confidentiality agreement with Board, with terms substantially equivalent to those of the Contract regarding the protection of Confidential Information.

Vendor shall have no obligation under this section to ensure that the Board maintains an active

internet connection. Any unavailability of the Services due to the Board’s lack of an internet connection,


ATTACHMENT B


unless such lack of an internet connection is caused by Vendor, the Services, or the Software, shall be the sole responsibility of the Board.

20. Software Warranties and Representations: For any Software that may be supplied or licensed to the Board or otherwise used in performance of the Services, Vendor represents and warrants that the following shall be true and correct as of the effective date of the Contract and shall continue to be true and correct during the Term of the Contract and any Renewal Terms:

a. Assignment of Warranties: Vendor will assign to the Board any warranties concerning the Software from the manufacturer to the Board as applicable; b. Compatibility: The Software is compatible with and shall support implementation and full utilization as set forth in the Scope of Services; c. Documentation Warranty: The documentation provided to the Board concerning the Software (“Documentation’) shall be kept current with the upgrades of the Software; d. Title Warranty: Vendor has the lawful right, power, and authority to license the Software; e. Software Performance: The Software shall perform the functions described in the Documentation on any hardware/operating system combination on which Vendor has indicated that such Software shall perform such functions. Vendor shall correct any failure of the Software to perform in accordance with the Documentation within five (5) business days; f. Free of Defect Media Warranty: The tapes, diskettes, flash drives, and CD-Rom and other media on which the Software is furnished shall be free from defects in materials and workmanship under normal use for 90 days; g. Free of Computer Malware: Vendor will use commercially reasonable best efforts to ensure that the Software is free of computer malware (e.g., viruses, worms, rootkits, keyloggers, ransomware, redirectors, etc.). Vendor will also maintain a master copy of the appropriate versions of the Software, free of computer malware, if applicable; h. Not Alter Program: Vendor will not, directly or through a third party, knowingly remove, alter, change or interface with the Software for the purpose or preventing the Board from utilizing the Software; i. No Disabling Code: Vendor will not knowingly cause any disabling code to be incorporated into the Software; j. Enhancement Warranty: Any enhancements shall perform as described in the Documentation; and k. Software Customization: Any customizations of the Software shall not infringe upon or violate any patent, copyright, trade secret or other property right of any third party. In addition, Vendor hereby represents and warrants that any Software application customized shall meet the specifications as provided in the Contract. If the Board notifies Vendor, or Vendor becomes aware, of any non-performance, error or defect covered by the foregoing warranties, the Vendor shall, at its own expense, promptly correct such non-performance, error or defect, but in no event later than 30 days after notification by the Board. Any repair or replacement of Software or Services or portions thereof will be additionally and automatically warranted therein.


ATTACHMENT B


21. Student Data: Student Data means any data, metadata, information, or other materials of any nature recorded in any form whatsoever, that is generated, disclosed, transmitted, created, or provided by the Board, either directly or through its students, employees, agents, and subcontractors, including all information used, created, or generated through the Board’s use of any technology including but not limited to any Software (as defined in the Contract) that is directly related to a CPS student. For purposes of this Contract, Student Data shall still be considered Confidential Information; additional requirements regarding Student Data specifically are described below. 22. De-Identified Data: De-identified Data will have all direct and indirect personal identifiers removed. This includes, but is not limited to, persistent unique identifiers, name, ID numbers, date of birth, demographic information, location information, and school ID. Vendor agrees not to attempt to re-identify de-identified Data. For the purposes of this Contract, De-Identified Data will still be considered Confidential Information and treated as such. The following terms are applicable if the solution, in whole or in part, is hosted externally from the Board. For example, if the logging and reporting functions are hosted in a cloud solution: 23. Security Controls. Vendor must maintain industry recognized security practices to establish secure application(s), network, and infrastructure architectures. Industry certifications, such as International Organization for Standardization (ISO), SysTrust, Cloud Security Alliance (CSA) STAR Certification, or WebTrust security for SaaS environments are recommended. Such safeguards shall be no less rigorous than accepted industry practices, including specifically the NIST 800-53r4 moderate level, International Organization for Standardization’s standards ISO/IEC 27001:2005 (Information Security Management Systems – Requirements), and ISO-IEC 27002:2005 (Code of Practice for International Security Management). Vendor will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Vendor will also have a written incident response plan, to include prompt notification of the Board in the event of a security or privacy incident, as well as best practices for responding to a breach of Student Data security practices. Vendor agrees to share its incident response plan upon request. 24. Security Safeguards: Vendor agrees to provide the following additional safeguards:

a. Include component and system level fault tolerance and redundancy in system design. b. Encrypt user passwords in any data storage location and obfuscate password entry fields in any entry interface controlled by the discloser. c. Authentication of users at login with a 128-bit or higher encryption algorithm. d. Secure transmission of login credentials. e. Secure (encrypt) the audit trails and system generated logs and ensure that they are stored in locations that are inaccessible to automated content discovery software. f. Conduct or undergo system level testing whenever new functionalities are added to the system to reconfirm system security measures are retained and functional, and that interaction with the Board systems is not degraded or compromised. g. Provide a documented disaster recovery plan that includes the following elements:

i. Available recovery times. ii. Conduct 24x7 system monitoring that is capable of detecting potential outages. iii. Plans for File-level, Database and server recovery after a component/system failure,

damage or compromise. iv. Substantial geographical separation between data centers hosting production,

backup and redundant system elements. v. Include recovery/mitigation procedures for all managed sites, including

subcontractors, agents, and other recipients. vi. Include provisions for at least the following events:


ATTACHMENT B


1. Fire 2. Natural disaster 3. Sabotage 4. Accidental human error 5. Flooding 6. Equipment failure 7. Application/database failure 8. Other unlikely events

vii. No less than annual testing of the disaster recovery plan with results of the test made available to the Board, as well as information about, and schedule for, the correction of deficiencies identified in the test.


ATTACHMENT C

W-9 TAX FORM

INSTRUCTIONS TO PRINTERSFORM W-9, PAGE 1 of 4MARGINS: TOP 13mm (1⁄ 2 "), CENTER SIDES. PRINTS: HEAD to HEADPAPER: WHITE WRITING, SUB. 20. INK: BLACKFLAT SIZE: 216mm (81⁄ 2 ") 3 279mm (11")PERFORATE: (NONE)

Give form to therequester. Do notsend to the IRS.

Form W-9 Request for TaxpayerIdentification Number and Certification

(Rev. October 2007) Department of the TreasuryInternal Revenue Service Name (as shown on your income tax return)

List account number(s) here (optional)

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Pri

nt o

r ty

pe

See

Sp

ecifi

c In

stru

ctio

ns o

n p

age

2.

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoidbackup withholding. For individuals, this is your social security number (SSN). However, for a residentalien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it isyour employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social security number

or

Requester’s name and address (optional)

Employer identification number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whosenumber to enter. Certification

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the InternalRevenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS hasnotified me that I am no longer subject to backup withholding, and

2.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backupwithholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirementarrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you mustprovide your correct TIN. See the instructions on page 4. SignHere

Signature ofU.S. person ©

Date ©

General Instructions

Form W-9 (Rev. 10-2007)

Part I

Part II

Business name, if different from above

Cat. No. 10231X

Check appropriate box:

Under penalties of perjury, I certify that:

13 I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

TLS, have youtransmitted all R text files for this cycle update?

Date

Action

Revised proofsrequested

Date

Signature

O.K. to print

Use Form W-9 only if you are a U.S. person (including aresident alien), to provide your correct TIN to the personrequesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you arewaiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S.exempt payee. If applicable, you are also certifying that as aU.S. person, your allocable share of any partnership income froma U.S. trade or business is not subject to the withholding tax onforeign partners’ share of effectively connected income.

3. I am a U.S. citizen or other U.S. person (defined below).

A person who is required to file an information return with theIRS must obtain your correct taxpayer identification number (TIN)to report, for example, income paid to you, real estatetransactions, mortgage interest you paid, acquisition orabandonment of secured property, cancellation of debt, orcontributions you made to an IRA.

Individual/Sole proprietor

Corporation

Partnership

Other (see instructions) ©

Note. If a requester gives you a form other than Form W-9 torequest your TIN, you must use the requester’s form if it issubstantially similar to this Form W-9.

● An individual who is a U.S. citizen or U.S. resident alien, ● A partnership, corporation, company, or association created or

organized in the United States or under the laws of the UnitedStates, ● An estate (other than a foreign estate), or

Definition of a U.S. person. For federal tax purposes, you areconsidered a U.S. person if you are:

Special rules for partnerships. Partnerships that conduct atrade or business in the United States are generally required topay a withholding tax on any foreign partners’ share of incomefrom such business. Further, in certain cases where a Form W-9has not been received, a partnership is required to presume thata partner is a foreign person, and pay the withholding tax.Therefore, if you are a U.S. person that is a partner in apartnership conducting a trade or business in the United States,provide Form W-9 to the partnership to establish your U.S.status and avoid withholding on your share of partnershipincome. The person who gives Form W-9 to the partnership forpurposes of establishing its U.S. status and avoiding withholdingon its allocable share of net income from the partnershipconducting a trade or business in the United States is in thefollowing cases: ● The U.S. owner of a disregarded entity and not the entity,

Section references are to the Internal Revenue Code unlessotherwise noted.

● A domestic trust (as defined in Regulations section301.7701-7).

Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ©

Exempt payee

Purpose of Form

INSTRUCTIONS TO PRINTERSFORM W-9, PAGE 2 of 4MARGINS: TOP 13 mm (1⁄ 2"), CENTER SIDES. PRINTS: HEAD to HEADPAPER: WHITE WRITING, SUB. 20. INK: BLACKFLAT SIZE: 216 mm (81⁄ 2") 3 279 mm (11")PERFORATE: (NONE)

Form W-9 (Rev. 10-2007) Page 2

Sole proprietor. Enter your individual name as shown on yourincome tax return on the “Name” line. You may enter yourbusiness, trade, or “doing business as (DBA)” name on the“Business name” line.

13 I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING


Other entities. Enter your business name as shown on requiredfederal tax documents on the “Name” line. This name shouldmatch the name shown on the charter or other legal documentcreating the entity. You may enter any business, trade, or DBAname on the “Business name” line.

If the account is in joint names, list first, and then circle, thename of the person or entity whose number you entered in Part Iof the form.

Specific Instructions Name

Exempt Payee

5. You do not certify to the requester that you are not subjectto backup withholding under 4 above (for reportable interest anddividend accounts opened after 1983 only). Certain payees and payments are exempt from backupwithholding. See the instructions below and the separateInstructions for the Requester of Form W-9.

Civil penalty for false information with respect towithholding. If you make a false statement with no reasonablebasis that results in no backup withholding, you are subject to a$500 penalty. Criminal penalty for falsifying information. Willfully falsifyingcertifications or affirmations may subject you to criminalpenalties including fines and/or imprisonment.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to arequester, you are subject to a penalty of $50 for each suchfailure unless your failure is due to reasonable cause and not towillful neglect.

Misuse of TINs. If the requester discloses or uses TINs inviolation of federal law, the requester may be subject to civil andcriminal penalties.

If you are an individual, you must generally enter the nameshown on your income tax return. However, if you have changedyour last name, for instance, due to marriage without informingthe Social Security Administration of the name change, enteryour first name, the last name shown on your social securitycard, and your new last name.

If you are exempt from backup withholding, enter your name asdescribed above and check the appropriate box for your status,then check the “Exempt payee” box in the line following thebusiness name, sign and date the form.

4. The IRS tells you that you are subject to backupwithholding because you did not report all your interest anddividends on your tax return (for reportable interest anddividends only), or

3. The IRS tells the requester that you furnished an incorrectTIN,

2. You do not certify your TIN when required (see the Part IIinstructions on page 3 for details),

You will not be subject to backup withholding on paymentsyou receive if you give the requester your correct TIN, make theproper certifications, and report all your taxable interest anddividends on your tax return.

1. You do not furnish your TIN to the requester,

What is backup withholding? Persons making certain paymentsto you must under certain conditions withhold and pay to theIRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding includeinterest, tax-exempt interest, dividends, broker and barterexchange transactions, rents, royalties, nonemployee pay, andcertain payments from fishing boat operators. Real estatetransactions are not subject to backup withholding.

Payments you receive will be subject to backupwithholding if:

If you are a nonresident alien or a foreign entity not subject tobackup withholding, give the requester the appropriatecompleted Form W-8.

Example. Article 20 of the U.S.-China income tax treaty allowsan exemption from tax for scholarship income received by aChinese student temporarily present in the United States. UnderU.S. law, this student will become a resident alien for taxpurposes if his or her stay in the United States exceeds 5calendar years. However, paragraph 2 of the first Protocol to theU.S.-China treaty (dated April 30, 1984) allows the provisions ofArticle 20 to continue to apply even after the Chinese studentbecomes a resident alien of the United States. A Chinesestudent who qualifies for this exception (under paragraph 2 ofthe first protocol) and is relying on this exception to claim anexemption from tax on his or her scholarship or fellowshipincome would attach to Form W-9 a statement that includes theinformation described above to support that exemption.

Note. You are requested to check the appropriate box for yourstatus (individual/sole proprietor, corporation, etc.).

4. The type and amount of income that qualifies for theexemption from tax. 5. Sufficient facts to justify the exemption from tax under theterms of the treaty article.

Nonresident alien who becomes a resident alien. Generally,only a nonresident alien individual may use the terms of a taxtreaty to reduce or eliminate U.S. tax on certain types of income.However, most tax treaties contain a provision known as a“saving clause.” Exceptions specified in the saving clause maypermit an exemption from tax to continue for certain types ofincome even after the payee has otherwise become a U.S.resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exceptioncontained in the saving clause of a tax treaty to claim anexemption from U.S. tax on certain types of income, you mustattach a statement to Form W-9 that specifies the following fiveitems: 1. The treaty country. Generally, this must be the same treatyunder which you claimed exemption from tax as a nonresidentalien. 2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty thatcontains the saving clause and its exceptions.

Also see Special rules for partnerships on page 1.

Foreign person. If you are a foreign person, do not use FormW-9. Instead, use the appropriate Form W-8 (see Publication515, Withholding of Tax on Nonresident Aliens and ForeignEntities).

● The U.S. grantor or other owner of a grantor trust and not thetrust, and ● The U.S. trust (other than a grantor trust) and not thebeneficiaries of the trust.

Limited liability company (LLC). Check the “Limited liabilitycompany” box only and enter the appropriate code for the taxclassification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided. For a single-member LLC (including a foreign LLC with adomestic owner) that is disregarded as an entity separate fromits owner under Regulations section 301.7701-3, enter theowner’s name on the “Name” line. Enter the LLC’s name on the“Business name” line. For an LLC classified as a partnership or a corporation, enterthe LLC’s name on the “Name” line and any business, trade, orDBA name on the “Business name” line.


I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING



13

Part I. Taxpayer IdentificationNumber (TIN) Enter your TIN in the appropriate box. If you are a residentalien and you do not have and are not eligible to get an SSN,your TIN is your IRS individual taxpayer identification number(ITIN). Enter it in the social security number box. If you do nothave an ITIN, see How to get a TIN below.

How to get a TIN. If you do not have a TIN, apply for oneimmediately. To apply for an SSN, get Form SS-5, Applicationfor a Social Security Card, from your local Social SecurityAdministration office or get this form online at www.ssa.gov. Youmay also get this form by calling 1-800-772-1213. Use FormW-7, Application for IRS Individual Taxpayer IdentificationNumber, to apply for an ITIN, or Form SS-4, Application forEmployer Identification Number, to apply for an EIN. You canapply for an EIN online by accessing the IRS website atwww.irs.gov/businesses and clicking on Employer IdentificationNumber (EIN) under Starting a Business. You can get Forms W-7and SS-4 from the IRS by visiting www.irs.gov or by calling1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN,write “Applied For” in the space for the TIN, sign and date theform, and give it to the requester. For interest and dividendpayments, and certain payments made with respect to readilytradable instruments, generally you will have 60 days to get aTIN and give it to the requester before you are subject to backupwithholding on payments. The 60-day rule does not apply toother types of payments. You will be subject to backupwithholding on all such payments until you provide your TIN tothe requester.

If you are a sole proprietor and you have an EIN, you mayenter either your SSN or EIN. However, the IRS prefers that youuse your SSN. If you are a single-member LLC that is disregarded as anentity separate from its owner (see Limited liability company(LLC) on page 2), enter the owner’s SSN (or EIN, if the ownerhas one). Do not enter the disregarded entity’s EIN. If the LLC isclassified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of nameand TIN combinations.

Note. Entering “Applied For” means that you have alreadyapplied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign ownermust use the appropriate Form W-8.

9. A futures commission merchant registered with theCommodity Futures Trading Commission, 10. A real estate investment trust,

11. An entity registered at all times during the tax year underthe Investment Company Act of 1940, 12. A common trust fund operated by a bank under section584(a), 13. A financial institution,

14. A middleman known in the investment community as anominee or custodian, or 15. A trust exempt from tax under section 664 or described insection 4947.

THEN the payment is exemptfor . . .

IF the payment is for . . .

All exempt payees except for 9

Interest and dividend payments

Exempt payees 1 through 13.Also, a person registered underthe Investment Advisers Act of1940 who regularly acts as abroker

Broker transactions

Exempt payees 1 through 5

Barter exchange transactionsand patronage dividends

Generally, exempt payees 1 through 7

Payments over $600 requiredto be reported and directsales over $5,000 See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation (including grossproceeds paid to an attorney under section 6045(f), even if the attorney is acorporation) and reportable on Form 1099-MISC are not exempt frombackup withholding: medical and health care payments, attorneys’ fees, andpayments for services paid by a federal executive agency.

The chart below shows types of payments that may beexempt from backup withholding. The chart applies to theexempt payees listed above, 1 through 15.

1 2

7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in

the United States, the District of Columbia, or a possession ofthe United States,

2

The following payees are exempt from backup withholding: 1. An organization exempt from tax under section 501(a), any

IRA, or a custodial account under section 403(b)(7) if the accountsatisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies orinstrumentalities, 3. A state, the District of Columbia, a possession of the UnitedStates, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions,agencies, or instrumentalities, or 5. An international organization or any of its agencies orinstrumentalities. Other payees that may be exempt from backup withholdinginclude: 6. A corporation,

Generally, individuals (including sole proprietors) are not exemptfrom backup withholding. Corporations are exempt from backupwithholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you shouldstill complete this form to avoid possible erroneous backupwithholding.

1

1. Interest, dividend, and barter exchange accountsopened before 1984 and broker accounts considered activeduring 1983. You must give your correct TIN, but you do nothave to sign the certification. 2. Interest, dividend, broker, and barter exchangeaccounts opened after 1983 and broker accounts consideredinactive during 1983. You must sign the certification or backupwithholding will apply. If you are subject to backup withholdingand you are merely providing your correct TIN to the requester,you must cross out item 2 in the certification before signing theform.

Part II. Certification

For a joint account, only the person whose TIN is shown inPart I should sign (when required). Exempt payees, see ExemptPayee on page 2.

To establish to the withholding agent that you are a U.S. person,or resident alien, sign Form W-9. You may be requested to signby the withholding agent even if items 1, 4, and 5 below indicateotherwise.

Signature requirements. Complete the certification as indicatedin 1 through 5 below.



I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING


Give name and EIN of:

For this type of account:

3. Real estate transactions. You must sign the certification.You may cross out item 2 of the certification.

A valid trust, estate, or pension trust

6.

Legal entity 4

4. Other payments. You must give your correct TIN, but youdo not have to sign the certification unless you have beennotified that you have previously given an incorrect TIN. “Otherpayments” include payments made in the course of therequester’s trade or business for rents, royalties, goods (otherthan bills for merchandise), medical and health care services(including payments to corporations), payments to anonemployee for services, payments to certain fishing boat crewmembers and fishermen, and gross proceeds paid to attorneys(including payments to corporations).

The corporation

Corporate or LLC electingcorporate status on Form 8832

7.

The organization

Association, club, religious,charitable, educational, or othertax-exempt organization

8.

5. Mortgage interest paid by you, acquisition orabandonment of secured property, cancellation of debt,qualified tuition program payments (under section 529), IRA,Coverdell ESA, Archer MSA or HSA contributions ordistributions, and pension distributions. You must give yourcorrect TIN, but you do not have to sign the certification.

The partnership

Partnership or multi-member LLC

9.

The broker or nominee

A broker or registered nominee

10.

The public entity

Account with the Department ofAgriculture in the name of a publicentity (such as a state or localgovernment, school district, orprison) that receives agriculturalprogram payments

11.

Privacy Act Notice

List first and circle the name of the person whose number you furnish. If only one personon a joint account has an SSN, that person’s number must be furnished. Circle the minor’s name and furnish the minor’s SSN. You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one),but the IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TINof the personal representative or trustee unless the legal entity itself is not designated inthe account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed,the number will be considered to be that of the first name listed.

Disregarded entity not owned by anindividual

The owner

12.

13

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain otherpayments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, orcontributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federalnontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

1

2 3

4

Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personalinformation such as your name, social security number (SSN), orother identifying information, without your permission, to commitfraud or other crimes. An identity thief may use your SSN to geta job or may file a tax return using your SSN to receive a refund.

What Name and Number To Give the Requester Give name and SSN of:

For this type of account:

The individual

1.

Individual The actual owner of the account or,

if combined funds, the firstindividual on the account

2.

Two or more individuals (jointaccount)

The minor 2

3.

Custodian account of a minor(Uniform Gift to Minors Act) The grantor-trustee

1

4.

a. The usual revocable savingstrust (grantor is also trustee) The actual owner

1

b. So-called trust account that isnot a legal or valid trust understate law The owner

3

5.

Sole proprietorship or disregardedentity owned by an individual

Call the IRS at 1-800-829-1040 if you think your identity hasbeen used inappropriately for tax purposes.

1

To reduce your risk: ● Protect your SSN, ● Ensure your employer is protecting your SSN, and ● Be careful when choosing a tax preparer.

Victims of identity theft who are experiencing economic harmor a system problem, or are seeking help in resolving taxproblems that have not been resolved through normal channels,may be eligible for Taxpayer Advocate Service (TAS) assistance.You can reach TAS by calling the TAS toll-free case intake lineat 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishingschemes. Phishing is the creation and use of email andwebsites designed to mimic legitimate business emails andwebsites. The most common act is sending an email to a userfalsely claiming to be an established legitimate enterprise in anattempt to scam the user into surrendering private informationthat will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails.Also, the IRS does not request personal detailed informationthrough email or ask taxpayers for the PIN numbers, passwords,or similar secret access information for their credit card, bank, orother financial accounts. If you receive an unsolicited email claiming to be from the IRS,forward this message to [email protected]. You may also reportmisuse of the IRS name, logo, or other IRS personal property tothe Treasury Inspector General for Tax Administration at1-800-366-4484. You can forward suspicious emails to theFederal Trade Commission at: [email protected] or contact them atwww.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

Visit the IRS website at www.irs.gov to learn more aboutidentity theft and how to reduce your risk.


ATTACHMENT D

MBE/WBE COMPLIANCE AFFIDAVIT

07/22/2015 OBD – Instructions

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Board of Education of the City of Chicago

REMEDIAL PROGRAM FOR MINORITY AND WOMEN BUSINESS ENTERPRISE ECONOMIC PARTICIPATION

INSTRUCTIONS TO BIDDERS

On July 1, 2013, the Board of Education of the City of Chicago (the "Board") adopted the Remedial Program for Minority and Women Business Enterprise Economic Participation in Goods and Services Contracts ("M/WBE Program"). The M/WBE Program is the governing document establishing and explaining requirements concerning Minority and Women Business Enterprise participation and its terms are incorporated into the contract. Compliance with the provisions of the M/WBE Program is an element of bidder/proposer responsibility for award of the contract. The M/WBE Program, the compliance specifications, and all compliance materials as finally approved by the Office of Business Diversity, Waiver Review Committee, Appeals Committee, the Chicago Public Schools (the "District"), and/or the Board constitute the bidder/proposer Compliance Agreement and are incorporated as part of the contract. All heirs, executors, administrators or assignees and any other persons or entities claiming by or through the bidder/proposer, including but not l imited to insurance companies, bonding companies, or sureties, are bound by the bidder/proposer Compliance Agreement. Any questions regarding compliance with these requirements should be directed to the Office of Business Diversity, Chicago Public Schools, 42 West Madison Street, 2nd Floor - West, Chicago Illinois, 60602 PHONE: 773-553-2980, FAX: 773-553-2701. Notice by fax transmission is valid notice, if the originals are subsequently deposited in U.S. mail and the fax transmission is verifiable.

DEFINITIONS MINORITY: A member of any of the following racial/ethnic groups:

- African Americans or Blacks (persons having origins in any of the Black racial groups of Africa); - Hispanics (persons of Spanish culture with origins in Mexico, South or Central America or the Caribbean Islands, regardless of race); and - Asian (persons having origins in any of the original peoples of East Asia, Southeast Asia, the Indian subcontinent, or

the Pacific Islands).

MBE: A business which is owned and controlled by a Minority person or persons, WBE: A business which is owned and controlled by a Woman or Women,

CHICAGO SMSA: The six-county Chicago Metropolitan Statistical Area including: Cook, DuPage, Kane, McHenry, Lake, and

Will Counties.

CERTIFICATION: Refers to an MBE or WBE that has been formally certified as such in accordance with M/WBE Program. (Where a provision of the (CERTIFIED) Program expressly makes certification a prerequisite to some benefit or activity, that requirement shall not be obviated because

related Program text refers only to "M/WBEs" and not to "certified M/WBEs".)

CONTRACTOR: A firm that enters into a contract (including through the receipt of a purchase order) with the (PRIME) District to provide goods or to perform services.

JOINT VENTURE: An association between two or more independent firms formed, consistent with the laws of the State of Illinois to perform

one or more specific contracts.

SUBCONTRACTOR: A firm which enters into a contract with a Prime Contractor to provide goods or services pursuant to a contract between the (SUPPLIER) Prime Contractor and the District.

GOAL STRUCTURE FOR MINORITY AND GENDER GROUPS

One goal for MBE participation, to insure that the minority groups that are the principal discrimination victims will, in fact, receive the principal portion of the remedy, with a separate WBE participation goal. For purposes of meeting the WBE goal, businesses owned by Minority Women may be counted on a particular contract as an MBE or WBE, but not both.

For each competitively bid contract for commodities where it is determined that the prime bidder/proposer will perform a broker/distributor function for the manufacturer of said commodities, only the aggregate goal for MBE and WBE participation shall be applicable.

PLEASE NOTE: This packet consists of four (4) “Instruction” pages and eight (8) attached “Forms” titled 100, 101, 102, 103A, 103-B, 104, 105 and 106. If all pages are not attached, please contact: Office of Business Diversity, Chicago

Public Schools, 42 West Madison Street, 2nd Floor- West, Chicago Illinois, 60602 PHONE: 773-553-2980 FAX: 773-553-2701.

You may also download forms at http://www.csc.cps.k12.il.us/purchasing

http://www.csc.cps.k12.il.us/purchasing


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METHODS OF ACHIEVING THE PROGRAM GOALS INCLUDE A COMBINATION OF ANY OF THE FOLLOWING

1. Being a certified M/WBE prime contractor 2. Engaging in joint ventures with certified M/WBEs 3. Subcontracting with certified M/WBEs 4. Purchasing supplies and/or services directly related to the performance of the contract from certified M/WBEs 5. Purchasing supplies and/or services not directly related to the performance of the contract (upon District approval) 6. Business development activities

The Chief Administrative Officer of the Chicago Public Schools may adopt other alternative forms of securing and administering M/WBE participation for a particular contract, upon notice to the Board. Such other alternative methods may be used when doing so will enable securing a level of M/WBE participation that otherwise would not be attainable.

LIMITATION TO COMMERCIALLY TYPICAL BUSINESS RELATIONSHIP MBE and WBE compliance participation shall not be recognized for any portion of the dollar value of the contract performance which is passed through to non-M/WBE firms in the form of (a) sub-contracts, or (b) equipment leasing or other acquisition of goods or services for performance of the contract in a manner which is not typical of industry practice with respect to such contracts.

COMMERCIALLY USEFUL FUNCTION An M/WBE must be an independent business serving a commercially useful function. This means that the M/WBE must execute a distinct element of work by actual performance, management, and supervision.

DEMONSTRATION OF COMPLIANCE Each bidder/proposer must submit with its bid or proposal a signed commitment to comply with the M/WBE Program (Compliance Plan), or the bid/proposal will be deemed non-responsive. Each bidder/proposer must also submit, as part of its bid or proposal, a detailed M/WBE Plan showing the manner in which the contractor will comply with MBE and WBE requirements. The Office of Business Diversity is an element of bidder responsibility. Requirements for Compliance Demonstrations may be further specified by the Compliance and Vendor Services and standard forms shall be provided to bidders/proposers. The Compliance Demonstration must be provided on Form 100 through Form 106, copies of which are included with this solicitation. Additional forms and/or additional information, concerning your Compliance Demonstration with the M/WBE Program may be separately submitted, but applicable forms must be completed, and will be incorporated in the contract. Please refer to the table below to determine which forms must be completed. Form 100 - Prime Bidder/Proposer Information Form 101 - Compliance Summary – Subcontractors/Suppliers/Consultants Form 102 - Joint Venture Form 103A - Letter of Intent Form 103B - Professional Service Affidavit Form 104 - Vendor Diversity Profile Form 105 - Request for Waiver Form 106 - Student Internship Agreement Other requirements established by the M/WBE Program are set forth in the Special Conditions included with the Solicitation. A copy of these Special Conditions must be submitted along with your bid/proposal and are incorporated into the contract regardless of whether submitted with the bid or proposal. The Compliance Demonstration must show how all applicable goals and sub-goals will be fulfilled. Proposed MBEs and WBEs must be identified. If full compliance with all goals is not shown, Form 105 (Request for Waiver) must be submitted covering any deficiencies.

WAIVERS

Bidders/Proposers may request a waiver of the MBE/WBE goals applicable to this contract in whole or in part if, despite good faith efforts, it is impossible or economically unreasonable to meet an MBE or WBE goal. A bidder/proposer may request: - Waiver of one or more goals - Acceptance of a lower percentage level of MBE and/or WBE participation; or - Acceptance of a bid without any MBE or WBE participation. Waiver requests shall be signed, accompanied by supporting documentation, and directed in writing to the Office of Business Diversity. (See Form 105) The waiver request must establish clearly and in detail why full compliance with MBE or WBE requirements is impossible or economically unreasonable under the circumstances. Information showing good faith effort should generally include, but not be limited to the Bidder/Proposer's general affirmative action policies; efforts to obtain minority/women participation as subcontractors or suppliers; and notification of minority and women contract assistance agencies of a solicitation for sub- bids. A waiver request based on the assertion that prices quoted by M/WBEs were too high will be presumed insufficient, unless the contractor can establish to the satisfaction of the Office of Business Diversity that no reasonable price can be obtained from any MBE or WBE. A price quoted by an MBE or WBE for a subcontract or agreement will, however be presumed unreasonable if it exceeds by more than ten percent (10%) or $100,000, whichever is less, that amount determined by the Office of Business Diversity to represent the average price for the goods and services to be provided.

CERTIFICATION Chicago Public Schools is not a certifying agency. However, Chicago Public Schools accept the following governmental certifications. Acceptable Certifications Chicago Transit Authority – Cook County - Illinois Department of Transportation - Metropolitan Transit Authority Metropolitan Water Reclamation District - U.S. Small Business Administration –State of Illinois.


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POLICY NOTES

A. Applicability of the Program. It is the policy of the Board of Education (the "Board") that qualified and bona fide Minority Business Enterprises

("MBE") and Women Business Enterprises ("WBE"), as those terms are defined in the Remedial Program for Minority and Women Business Enterprise Economic Participation (the "Program") shall have the maximum feasible opportunities to participate fully in the performance of all contracts administered by the Chicago Public Schools (the "District"). Consistent with that policy, it shall be the responsibility of all bidders/proposers and a specific condition of all District contracts to which they are a party to exhaust all feasible means to ensure significant contract participation by MBEs and WBEs. The bidder/proposer agrees that the officer or employee of the bidder/proposer that executed has read and understands all provisions of the Program. The Program in its entirety, including any and all modifications and amendments thereto, is incorporated into the contract and made a part thereof.

B. Applicability of the Special Conditions. The bidder/proposer agrees that the appropriate officer or employee of the bidder/proposer authorized

to execute the bid/proposal has read and understands the terms of these Special Conditions and the bidder/proposer agrees to be bound by them. These Special Conditions are incorporated into the contract and made a part thereof. These Special Conditions summarize the provisions of the Program applicable to the bidder/proposer after execution of the contract. They do not diminish in any way the applicability of the Program to the contract. In construing the rights and obligations of the bidder/proposer the Program controls.

C. Other Contract Documents. In addition, all documents submitted in connection with proposed compliance with the Program are incorporated into

the contract and made a part thereof.

D. MBE/WBE Goals. The bidder/proposer agrees to meet the goals set forth in the M/WBE Program.

E. Record Keeping and Reporting Requirements. The bidder/proposer agrees to maintain records of all relevant data with respect to the

utilization of MBEs and WBEs, including without limitation: payroll records, tax returns and records, and books of account. The bidder/proposer agrees to retain these records for a period of at least three years after the District's final acceptance of the work on this contract. Full access to these records shall be granted to the District or any duly authorized representative thereof upon 48 hours notice.

The bidder/proposer agrees to submit monthly progress reports to the Office of Business Diversity as requested throughout the term of the contract. The bidder/proposer will submit reports on all expenditures made within the period reported on, including the name and business address of each MBE and WBE involved in the contract; a description of the work performed and/or product or service supplied by each MBE and WBE, the total amount subcontracted to MBEs and WBEs; the dollar amount expended with each MBE and WBE and the dates expended; and such other information as may assist the Office in determining the bidder/proposer's compliance with MBE and WBE requirements.

The Office of Business Diversity shall have the right to request and obtain from the bidder/proposer any and all additional data as the Office of Business Diversity may determine to be reasonably related or necessary to verify the representations made in progress reports. The Office may periodically conduct on-site inspections on contract site.

F. Subsequent Waiver. During the performance of the contract, the bidder/proposer may request a partial waiver from compliance with its MBE or

WBE demonstration for the following reasons:

1. Due to substantially changed circumstances, it is impossible to meet the originally proposed MBE or WBE goal; or

2. Despite every good faith effort, it is impossible to meet the originally proposed MBE or WBE goal.

The Waiver Review Committee shall review all subsequent waiver requests to determine whether there is sufficient evidence that despite good faith efforts by the bidder/proposer or due to substantially changed circumstances, it is impossible or economically unreasonable to meet the MBE or WBE goal.

The Office of Business Diversity may request from the bidder/proposer any information relevant to the waiver request. Failure of the bidder/proposer to cooperate in providing requested information is grounds for rejection of the waiver request. The bidder/proposer has the right to appeal a denial of waiver request. Waivers shall be sparingly granted.

G. Substitutions. The bidder/proposer agrees that it shall not make any substitutions with respect to MBE or WBE participants without the prior

written approval of the Director of the Office of Business Diversity, along with reasons justifying such substitution. Examples of reasons which may be acceptable include the following: a previously committed MBE or WBE has rescinded that commitment; a committed MBE or WBE was found unable to produce acceptable work; a committed MBE or WBE was discovered later not to be bona fide; an MBE or WBE previously committed at a given price later demanded an unreasonable escalation of price. Stated reasons which would not be acceptable include; a replacement firm has been recruited to perform the same work under terms more advantageous to the bidder/proposer issues about performance by the committed WBE or MBE were disputed (unless every reasonable effort has already been taken to have the issues resolved or mediated satisfactorily); an MBE or WBE has requested reasonable price escalation which may be justified due to unforeseen circumstances.

The bidder/proposer shall include in any request for substitution the name, address and principal official of any proposed substitute MBE or WBE and the dollar value and scope of work of the proposed contract. The bidder/proposer shall be required to submit an updated M/WBE Compliance Plan and current certification information. The Director of the Office of Business Diversity may approve or reject any request in its entirety or impose conditions upon any approval. If such substitution would result in failure by the bidder/proposer to fulfill its compliance program, a request for waiver may be submitted to the Waiver Review Committee.

H. Attorney Fees and Costs. The bidder/proposer agrees to pay any attorney's fees and costs incurred by the District if the District is the

prevailing party in litigation by or against it arising from the application of the Program to the contract.


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I. Non-Compliance. Upon indications of inadequate compliance or non-compliance, the Office of Business Diversity will notify and negotiate with the

bidder/proposer to correct deficiencies. If after notification of deficiencies the Office of Business Diversity determines that the contractor is not meeting or has not met applicable MBE or WBE goals and is not demonstrating or has not demonstrated every good faith effort to meet the goals, the bidder/proposer shall be subject to suitable sanctions.

J. Sanctions. Upon indications of a contractor's inadequate compliance or non-compliance, the Office of Business Diversity will notify and negotiate

with the bidder/proposer to correct deficiencies. After notification of deficiencies, the Office of Business Diversity may make a determination of non-compliance and recommend the imposition of sanctions for material breach of the contract. After a determination of non-compliance the sanctions are applicable.

Sanctions shall be imposed by the procuring or user Department upon the recommendation of the Office of Business Diversity. However, sanctions may be imposed directly by the Office of Business Diversity when immediate action is necessary, or upon failure to do so by the procuring or user department.

01/13/2015 OBD – Form 100 – Page 1

Form 100 - Bidder/Proposer Information

In accordance with the Remedial Program Policy (13– 06 26– PO1), each vendor must submit, as part of its bid or proposal, a

detailed Compliance Plan showing the manner in which the Bidder/Proposer will comply with M/WBE requirements. The

Compliance Plan Is an element of Bidder/Proposer responsibility. The Compliance Plan must show how all applicable goals will

be fulfilled. Proposed M/WBEs must be identified to demonstrate full compliance with all goals. If full compliance with all goals is not demonstrated, a completed request for waiver form must be submitted that respond to deficiencies at the time of

bid/proposal submission.

Project/Commodity Name: ___________________________________________________________________

Bid / Contract No.: __________________________ Total Bid / Contract Value: $________________________

Contract-Specific Goals will be established by OBD using the following guidelines: The Office of Business Diversity, at its discretion and in consultation with the Department of Procurement and user departments, may elect to establish Contract-Specific Goals for M/WBE participation for eligible contracts for goods and services over $75,000.

Proposed M/WBE Participation

Total MBE% _______ Total WBE % ________

Bidder/Proposer Information:

Firm Name M/WBE Certified? □ Y □ N

Address Certi fication Expiration Date

City / State / Zip Email:

Contact Person Telephone Fax

Firm CPS Vendor No. □ Not for Profit □ For Profit Firm Gender / Race

Description of Commodities/Services to be provided by the Bidder/Proposer on this Contract: Verification Information:

I, ___________________________, declare and affirm that to the best of my knowledge, information and belief, the

facts and representations set forth in this compliance demonstration are true and correct and no material facts have been omitted. _________________________________________________ ________________________________________ Signature of Authorized Representative Title / Date SUBSCRIBED AND SWORN to me before this ________________________day of __________________, 2_____________. __________________________________________________ Notary Public

01/13/2015 OBD – Form 101 – Page 1

Contract No:____________________

Compliance Summary (Form 101) - Direct/indirect Participation of

Subcontractors/Suppliers/Consultants

M/WBE firms may participate in the performance of this contract, either DIRECTLY or INDIRECTLY, as:

Prime Bidders/Proposers; Joint Venture Partners; Subcontractors; and/or Suppliers.

(if performing INDIRECTLY approval by CPS is required.)

Name of M/WBE Firm Race/Gender

Address:

City/State/Zip: Email:

Telephone No. Fax CPS Vendor No.

Contact Person

Dollar Amt. $ % Participation: Direct Y N Indirect Y N (Please select one)

Description of Commodity/Services:


Address

City/State/Zip Email:


Contact Person

Dollar Amt. $ % Participation Direct Y N Indirect Y N (Please select one)

Description of Commodity/Services


Address

City/State/Zip Email:


Contact Person

Dollar Amt. $ % Participation Direct Y N Indirect Y N (Please select one)

Description of Commodity/Services

Total WBE Direct $_____________ ________% Total WBE Indirect $____________ ________%

Total MBE Direct $_____________ ________% Total MBE Indirect $____________ ________%

01/13/2015 OBD – Form 103A – Page 1

Chicago Public Schools

Form 103A –Letter of Intent

(This form is required for each subcontractor)

M/WBE Firm: _____________________________________ Contract #: _______________________________________

Address: __________________________________________ City/State/Zip: ____________________________________

Contact Person : ____________________________________ Phone: ____________________ Fax: __________________

Certification Expiration Date: _________________________ Race/Gender: _____________________________________

Email: _____________________________________________________

Form 103A required? [ ] Yes [ ] No Participation: [ ] Direct [ ] Indirect (Please select one)

Will the M/WBE firm be subcontracting any of the performance of this contract to another firm?

[ ] No [ ] Yes - Please attach explanation. Proposed Subcontractor: ____________________________________

The undersigned M/WBE is prepared to provide the following Commodities/Services for the above named Project/Contract:

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

Indicate the Dollar Amount, or Percentage, and the Terms of Payment for the above-described Commodities/Services:

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

_____________________________________________________________________________________________________

(If more space is needed to fully describe M/WBE Firm's proposed scope of work and/or payment schedule, attach additional sheets)

Prime Bidder/Proposer agrees to comply with and be bound by the provisions of the M/WBE Program and understand

sanctions may be imposed as provided in Section 9.2 of the Remedial Program for failure to comply. Prime Bidder/Proposer

declare and affirm that to the best of our knowledge, information, and belief, the facts and representations set forth herein are

true and correct and no material facts have been omitted.

_____________________________________________ __________________________________________

Signature (M/WBE) Signature (Prime Bidder/Proposer)

_____________________________________________ __________________________________________

Print Name Print Name

_____________________________________________ ___________________________________________

Firm Name Firm Name

_____________________________________________ ___________________________________________

Date Date

Subscribed and sworn before me this _____ day of __________________, 20______.

Notary Public _________________________________________________________. SEAL

01/13/2015 OBD – Form 103B – Page 1


Form 103B -

Individual Independent Contractor/Sole Proprietor

(Professional Service Affidavit)

Contract # ____________________ Participation: ( ) Direct ( ) Indirect

Please mark if applicable:

STATE OF ILLINOIS Current CPS employee:

Former CPS employee:

_____________________ County} ss.

I ________________________________________, _______________________________________,

(Print Name) (Social Security or FEIN #)

Email: ______________________________________

hereby affirm that I am a: [ ] Black [ ] Hispanic [ ] Asian [ ]Woman [ ]Non-Minority

individual independent contractor/sole proprietor being retained by _____________________________________

(Prime Proposer)

to perform the following contract work: ___________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

I further affirm that I will exclusively be performing all the contract work, that no staff will be employed to perform

any part of the contract, and that no part of the contract work will be subcontracted. Should a determination be

made during the course of the contract that staff will be employed or work subcontracted, I agree to notify the

Office of Business Diversity, in writing, prior to taking any such action. I further agree to submit M/WBE

Compliance Demonstration to the Office of Business Diversity for approval, setting forth the M/WBE compliance

for that part of the contract work.

I agree to comply with and be bound by the provisions of the M/WBE Plan and I understand that sanctions may be

imposed as provided in Section 9 of the Remedial Program for Minority and Women Business Enterprise Economic

Participation (M/WBE Plan) for failure to comply with this affidavit or the M/WBE Plan.

I declare and affirm that to the best of my knowledge, information, and belief, the facts and representations set forth

herein are true and correct and no material facts have been omitted.

_____________________________________________________________

(Signature)

Subscribed and sworn before me this ____ day of _____________, 20_____.

SEAL

Notary Public __________________________________________________.

01/13/2015 OBD – Form 102 – Page 1


Form 102 – Joint Venture

This form need not be submitted if all joint ventures are MBE’s and/or WBEs. In such a case, however, a written joint venture agreement among the MBE and/or WBE ventures must be submitted. In all proposed joint ventures, each MBE and/or MBE venture must submit a copy of their current Letter of Certification.

ALL INFORMATION REQUESTED BY THIS SCHEDULE MUST BE ANSWERED IN THE SPACES PROVIDED. DO NOT

REFER TO YOUR JOINT VENTURE AGREEMENT EXCEPT TO EXPAND ON ANSWERS PROVIDED ON THIS FORM. IF

ADDITIONAL SPACE IS REQUIRED, ADDITIONAL SHEETS MAY BE ATTACHED.

General Contractor: _______________________________ Region: _________________________________

Project Name: ___________________________________ Total Subcontract value: __________________________

Contract#: ___________________________________________

I. Joint Venture:

Name: ______________________________ Phone: ___________________________

Address: _______________________________________________________________

Email: _______________________________________________________________

II. Non-M/WBE Venture (s):

Name of Firm: ____________________________ Phone: ________________________

Address: ______________________________________________________________

Contact: ________________________________Fax: __________________________

Email:____________________________

III. M/WBE Venture (s):

Name of Firm: ____________________________ Phone: ________________________

Address: ______________________________________________________________

Contact: ________________________________Fax: __________________________ Email: _______________________________________________________________

IV. Describe the role(s) of the M/WBE venture(s) in the joint venture:

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________

01/13/2015 OBD – Form 102 – Page 2

V. Attach a copy of the joint venture agreement. In order to demonstrate the MBE and /or WBE

venture(s) share in ownership, control, management responsibilities, risks and profits of the joint venture, the proposed joint venture agreement must include specific details related to:

(a) The contribution of capital and equipment; (b) Work items to be performed by the M/WBE's own forces; (c) Work items to be performed under the supervision of the M/WBE venture; and (d) The commitment of management, supervisory and operative personnel employed by the M/WBE to be dedicated to the performance of the project.

VI. Total Contract Value Ownership of Joint venture.

A. What are the percentage(s) of MBE/WBE ownership of the joint venture?

MBE/WBE _______________ % Non-MBE/WBE _______________ %

B. Specify MBE/WBE percentages for each of the following:

1. Profit and loss sharing: __________% 2. Capital contribution: __________ % Dollar amounts of initial contribution: $ __________

Dollar amounts of anticipated on-going contribution: $ __________________ 3. Equipment contribution (Specify type, quality, and quantity to be provided by each venture): ______________________________________________________________________ ______________________________________________________________________

______________________________________________________________________ 4. Other applicable ownership interests (Including options or other agreements which restrict or limit

ownership and/or control): VII. Control and Participation in the Joint Venture. Identify by name and firm those individuals who are, or

will be, responsible for, and have the authority to engage in the following management functions and policy decisions. (Indicate any limitations to their authority such as dollar limits and co-signatory requirements):

A. Joint Venture checking signing: ______________________________________________________________________

______________________________________________________________________ ______________________________________________________________________

B. Authority to enter contracts on behalf of the joint venture: ______________________________________________________________________

______________________________________________________________________ ______________________________________________________________________

C. Signing, co-signing and/or collateralizing loans: ______________________________________________________________________

______________________________________________________________________ ______________________________________________________________________

D. Acquisition of lines of credit: ______________________________________________________________________

______________________________________________________________________ ______________________________________________________________________

01/13/2015 OBD – Form 102 – Page 3

E. Acquisition and indemnification of payment and performance bonds: ______________________________________________________________________

______________________________________________________________________ ______________________________________________________________________

F. Negotiating and signing labor agreements: ______________________________________________________________________

______________________________________________________________________ ______________________________________________________________________

G. Management of subcontract performance. (Identify by name and firm only):

1. Supervision of field operations: __________________________________________________

___________________________________________________________________________

2. Major purchases: _____________________________________________________________

____________________________________________________________________________

3. Estimating: ___________________________________________________________________

_____________________________________________________________________________

4. Engineering: __________________________________________________________________

_____________________________________________________________________________

VIII. Financial Controls of Joint Venture: A. Which firm and/or individual will be responsible for keeping the books of account? _________________________________________________________________ B. Identify the “managing partner”, if any and describe the means and measure of their compensation: _____________________________________________________ __________________________________________________________________ C. What authority does each venture have to commit or obligate the other to insurance and bonding companies, financing institutions, suppliers, subcontractors, and/or other parties

participating in the performance of this subcontract or the work of this project? _______________________________________________________________________ _______________________________________________________________________ IX. State the approximate number of operative personnel (by trade) needed to perform the joint

venture’s work under this subcontract. Indicate whether they will be employees of the non-MBE/WBE firm, or the joint venture.

Trade Non-WBE/WBE Firm MBE/WBE Joint Venture

(Number) (Number) (Number)

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________

01/13/2015 OBD – Form 102 – Page 4

If any personnel proposed for this project will be employees of the joint venture:

A. Are any “proposed” joint venture employees currently employed by either venture? ____ How many

Non-MBE/WBE? _______________ MBE/WBE? _________________

B. Identify by name and firm the individual who will be responsible for hiring venture employees:

_____________________________________________________________

C. Which venture will be responsible for the preparation of joint venture payrolls?

X. Please state any material facts of additional information pertinent to the control and structure of this joint venture. _________________________________________________________________________ _________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

01/13/2015 OBD – Form 104 – Page 1

Form 104 – Vendor Diversity Profile

Company Name:_____________________________________________________________________

Address:____________________________________________________________________

____________________________________________________________________

Phone Number:_________________________ Fax Number: __________________

Website:____________________________________________________________________

Person Completing Questionnaire Name:__________________________________________________

Title:______________________________________________________________________

Phone:_____________________________________________________________________

Email:_____________________________________________________________________

1. Please provide the following information regarding your Company’s Board of Directors:

2. Please provide the following information regarding your Company’s managers:

TITLE CAUCASIAN AFRICAN-

AMERICAN

HISPANIC ASIAN WOMEN

TOTAL

CEO/President

Executive VP

Senior VP

Vice President

Division Head

Other

GRAND TOTAL

3. Please provide the following information regarding your Company’s employees:

4. Does your Company have a plan for increasing diversity among its upper ranks?

Yes No

RACE/NATIONAL ORIGIN # OF MEN # OF WOMEN TOTAL

Caucasian

African-American

Hispanic

Asian

GRAND TOTAL

RACE/NATIONAL ORIGIN # OF MEN # OF WOMEN TOTAL

Caucasian

African-American

Hispanic

Asian

GRAND TOTAL

01/13/2015 OBD – Form 104 – Page 2

Please provide a description of your plan:

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________

5. Does your Company have an established diversity program?

Yes No

What is the title of the diversity program director, manager, or officer?

___________________________________________

What is the name of the diversity program director, manager, or officer?

__________________________________________

Please provide a brief description of your program:

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

6. If your Company does not currently have a diversity program, please describe below your Company’s plan for

establishing a program in the future.

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

7. How has the CEO demonstrated support for companywide diversity initiatives?

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

8. Does the Company incorporate diversity into its strategic business plan or goals? Please explain:

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

9. Please indicate your Company’s procurement for the last full fiscal year in the following areas: (In each box other

than the TOTAL boxes, please provide the applicable spend amount ($) and / percentage (%) of the total spend

for each industry)

01/13/2015 OBD – Form 104 – Page 3

10. Please indicate your Company’s charitable/philanthropic spending in the following areas for the last full fiscal year:

Education $______

Museums $______

Health & Human Services $______

Environment $______

Community Development $______

Civil Rights $______

Opera, Theater & Other Cultural $______

Public Policy $______

Other __________________ $______

11. Does your Company have a formal mentoring program for minority and women owned businesses?

Yes No

INDUSTRY Caucasian Business

African-American Business

Hispanic Business

Asian Business

Women Owned Business

TOTAL

Financial Services

Legal Services

Insurance

Advertising

PR/Marketing

Technology

Construction

Janitorial

Other

GRAND TOTAL

01/13/2015 OBD – Form 104 – Page 4

Please provide a brief description of your mentoring program:

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

12. Does your Company advertise in multiethnic media?

Yes No

Please provide a brief description of your advertisements:

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

_______________________________________________________________________________________________

13. Does your Company’s website reference your diversity efforts?

Yes No

14. Would your Company be interested in participating in the Chicago Public Schools Education-To-Careers program?

Yes No

I,______________________________ hereby affirm that I am authorized to complete this questionnaire on

behalf of _______________________________[Company Name], that I have personal knowledge of all the

information contained herein and the same are true. I understand that records and documents may be requested

by the Board to verify the information provided in this questionnaire.

___________________________________ __________________ Signature of Authorized Officer Title

___________________________________ __________________ Print or Type Name Date

01/13/2015 OBD – Form 105 – Page 1

Chicago Public Schools Form 105 - Request for Waiver

Contract #: ______________________________________

Bidder/Proposer states that the following efforts were made to achieve M/WBE compliance prior to submission of this request for waiver:

1. Contacted government certification directories for relevant MBEs and WBEs?

[ ] No [ ] Yes

2. Advertised in M/WBE-Oriented and general circulation media that business opportunities were available with the bidder/proposer on this contract?

[ ] No [ ] Yes - (Attach verification of advertisement)

Describe in detail the reasons why the goals applicable to this contract are impossible or economically unreasonable to meet, and the substantial good faith efforts made to achieve full compliance with the M/WBE goals, including the firms contacted and the results of those contacts. (Refer to Pg. 3 of INSTRUCTIONS TO

BIDDERS)

Verification Information

I, ___________________________, declare and affirm that to the best of my knowledge, information and belief,

the facts and representations set forth in this compliance demonstration are true and correct and no material facts

have been omitted.

__________________________________ _______________________________________ Signature of

Authorized Representative Title / Date

SUBSCRIBED AND SWORN to me before this _________________day of__________________________,

2________.

__________________________________ SEAL

Notary Public

01/13/2015 OBD – Form 106 – Page 1

Chicago Public Schools Students Internship Agreement

FORM 106

Bidder/Proposer has agreed to participate in a program for Chicago Public School students to offer internship opportunities, which will benefit students in understanding the prospective career options available to them in the Bidder/Proposer’s industry. Student Interns will be selected from of the Chicago Public Schools Department of College and Career Preparation Programs and Office of Specialized Services. Participation may be realized through: (1) full and/or part-time entry level employment opportunities and/or (2) full and/or part time paid student internships for current CTE Program students. Bidder/Proposer is committed to participate in the program in a substantial way in terms of the number of students served and the resources devoted by the firm and will ensure that its student internship program is significant in terms of its training, employment and continuing education objectives. Arrangements shall be made with Jacqueline Dace, Partnership Development Manager of Department of College and Career Preparation 773-553-5077 to employ ______________ students(s) interns to perform the following: (Number of students)

# Interns Scope of Work Timeframe Hourly Pay Range _______ ___________________________________________________ ___________________ ______________ _______ ___________________________________________________ ___________________ ______________ _______ ___________________________________________________ ___________________ ______________ Upon Contract Award, this Internship Agreement sets forth the commitment and responsibilities of the Prime Bidder/Proposer with respect to the Chicago Public Schools Department of College and Career Preparation. Prime Bidder/Proposer agrees to comply with and be bound by the provisions of the Internship Agreement.

This AGREEMENT is made and entered into on this ___________day of ____________, 20_____, Day Month Year

By ________________________________________________ having as principal place of business at (Company name)

____________________________________, ______________________, ________________, __________

(Street Address) (City) (State) (Zip)

_____________________________________________ _____________________________________________ Signature (CTE) Signature (Prime Bidder/Proposer) _____________________________________________ _____________________________________________ Print Name Print Name _____________________________________________ _____________________________________________ Title Title _____________________________________________ _____________________________________________ Date Date

Subscribed and sworn before me this ____________day of __________________, 20____.

SEAL Notary Public_______________________________________________________.


ATTACHMENT E INSURANCE REQUIREMENTS

Insurance. Vendor, at its own expense, shall procure and maintain insurance covering all operations under the Contract, whether performed by Vendor or by subcontractors. All insurers shall be licensed by the State of Illinois and rated A-VII or better by A.M. Best or a comparable rating service. Vendor shall submit to the Board satisfactory evidence of insurance coverage and upon request, shall promptly provide a certified copy of any applicable policy of insurance. Minimum insurance requirements include the coverage set forth:

a. Workers' Compensation and Employers' Liability Insurance. Workers' Compensation Insurance affording workers' compensation benefits for all employees as required by law and Employers' Liability Insurance covering all employees who are to provide Services under the Contract with limits of not less than one million dollars ($ $1,000,000.00) per occurrence. The workers’ compensation policy must contain a waiver of subrogation clause. b. Commercial General Liability Insurance (Primary and Umbrella). Commercial General Liability Insurance or equivalent with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate for bodily injury, personal injury and property damage liability. Coverage shall include, but not be limited to: all operations, contractual liability, independent contractors, products/completed operations (for a minimum of two (2) years following completion), and defense. General liability insurance may not exclude coverage for sexual abuse and/or molestation. c. Automobile Liability Insurance. Automobile Liability Insurance when any motor vehicle (whether owned, non-owned or hired) is used in connection with Services to be performed, with limits of not less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury and property damage. d. Professional Liability/Errors and Omissions: When any professionals perform Services in connection with the Contract, Professional Liability Insurance covering acts, errors, or omissions in conjunction with the professional services must be maintained with limits of not less than Two Million Dollars ($2,000,000.00) each claim. Coverage must include contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with or precede start of Services under the Contract. A claims-made policy, which is not renewed or replaced, must have an extended reporting period of two (2) years following completion of professional services.

e. Cyber Liability and Privacy & Security Coverage Cyber Liability and Privacy & Security Coverage for damages arising from a failure of computer security, or wrongful release of private information, including expenses for notification as required by local, state, or federal guidelines, with limits of liability not less than Two Million Dollars ($2,000,000.00) per claim and Four Million Dollars ($4,000,000.00) in the aggregate. Coverage shall include failure to prevent transmission of malicious code. The Policy will be a claims-made program with any prior acts exclusion predating both the data of the Contract and any earlier commencement of Services. Such coverage shall be maintained continuously for a period of two (2) years after expiration or termination of the Contract or Vendor must secure a two-year extended reporting provision.

f. Umbrella/Excess Liability Insurance. Umbrella or Excess Liability Insurance with limits not less than Five Million Dollars ($5,000,000.00) per occurrence, which will provide additional limits for

employers' general and automobile liability insurance and shall cover the Board and its employees, subject to that of the primary coverage

d. Additional Insured. Vendor shall have its General, Umbrella, and Automobile Liability



Insurance policies endorsed to provide that “the Board of Education of the City of Chicago, a body politic and corporate, and its members, employees and agents, and any other entity as may be designated by the Board are named as additional insured on a primary basis without recourse or right of contribution from the Board”.

The insurance company, or its representative, shall submit an insurance certificate evidencing all coverage as required hereunder and indicating the Additional Insured status as required above. The Board will not pay Vendor for any Services if satisfactory proof of insurance is not provided by Vendor prior to the performance of any Services. The Certificate must provide thirty (30) days prior written notice of material change, cancellation, or non-renewal be given to:

Risk Management Board of Education of the City of Chicago

42 W. Madison Chicago, Illinois 60602 Any failure of the Board to demand or receive proof of insurance coverage shall not constitute a waiver of Vendor’s obligation to obtain the required insurance. The receipt of any certificate does not constitute agreement by the Board that the insurance requirements in the Contract have been fully met or that the insurance policies indicated on the certificate are in compliance with all Contract requirements. Vendor’s failure to carry or document required insurance shall constitute a breach of the Vendor’s Contract with the Board. In the event Vendor fails to fulfill the insurance requirements of the Contract, the Board reserves the right to stop the Services until proper evidence of insurance is provided, or the Contract may be terminated. Any deductibles or self-insured retentions on referenced insurance coverage must be borne by Vendor. Any insurance or self-insurance programs maintained by the Board of Education do not contribute with insurance provided by the Vendor under the Contract. All subcontractors are subject to the same insurance requirements of Vendor unless otherwise specified in the Contract. The Vendor shall require any subcontractors under the Contract to maintain comparable insurance naming the Vendor, the Board inclusive of its members, employees and agents, and any other entity designated by the Board, as Additional Insureds. The Vendor will maintain a file of subcontractor’s insurance certificates evidencing compliance with these requirements. The coverages and limits furnished by Vendor in no way limit the Vendor's liabilities and responsibilities specified within the Contract or by law. The required insurance is not limited by any limitations expressed in the indemnification language in the Contract, if any, or any limitation that might be placed on the indemnity in the Contract given as a matter of law. Vendor agrees that insurers waive their rights of subrogation against the Board. Vendor must register with the insurance certificate monitoring company designated by the Board and indicated below, and must maintain a current insurance certificate on file during the entire time of providing services to the Board. Vendor must register and pay the initial annual monitoring fee to the insurance certificate monitoring company prior to performing services for the Board. The initial annual monitoring fee is currently Twelve Dollars ($12.00) per year, but the fee may subject to change. Each year, Board-approved, registered vendors will be notified 30 to 45 days prior to the expiration date of their required insurance coverage (highlighted on their latest submitted insurance certificate on file) in order to submit an updated insurance certificate with the

insurance certificate monitoring company. Insurance certificate submissions and related annual fees are required to be made online at the dedicated website established by the



certificate monitoring company (see URL below). Should you have any questions on submissions and payment options, you can contact the certificate monitoring company.

Certificate Monitoring Company: Topiary Communications Inc.

676 N. LaSalle - Suite 230 Chicago, IL 60654 Phone: (312) 494-5709 Email: [email protected] URL: http://www.cpsvendorcert.com Designated website for online registration, insurance certificate

submissions and annual fee payments)


ATTACHMENT F

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT (“Agreement”) is effective as of the day of September, 2017 (“Effective Date”) and is entered into by and between the Board of Education of the City of Chicago, commonly known as Chicago Public Schools (the “Board” or “CPS”) and __________

___________________ [the Name of Vendor] (“Vendor”), with principal place of business located at ___________________________. The parties agree as follows: 1. Background: Vendor responded to Request for Proposal Specification No. (“RFP”) issued by the Board seeking proposals for firewall replacement and related services. As part of the evaluation, the Board may provide Vendor with certain information in order to better understand if Vendor’s Proposal may meet the Board’s needs. This information shall be considered “Confidential Information” as further defined below and treated in accordance with the terms of this Agreement. Vendor shall use the Confidential Information only to provide additional information as requested by CPS as part of the evaluation process for the RFP. 2. Confidential Information: “Confidential Information” shall be defined in this Agreement as follows: all information and data furnished by the Board, either directly or through any of its employees, agents, and subcontractors, to Vendor, whether in oral, written, graphic or machine- readable form including, without limitation, student, employee and insured individuals’ information, technical data, specifications, research, software, trade secrets, discoveries, ideas, know-how, data, computer programs, business information, budget figures, and other information CPS and its operations. Confidential Information may include information from CPS’s third party vendors. Information is not confidential if (i) it was known to Vendor before this Agreement was entered into and is not subject to confidentiality restrictions; (ii) it was independently received by Vendor without obligation of confidence from a third party who Vendor had reason to believe was lawfully in possession of such information; or (iii) it was developed independently by Vendor without reference to or knowledge of the Board’s Confidential Information. 3. Term: This Agreement shall be effective for a term of one (1) year from the Effective Date, unless terminated sooner as set forth in this Agreement. However, Vendor’s obligations and responsibilities for the protection and handling of the Confidential Information shall continue after the expiration or termination of this Agreement. 4. Ownership: Vendor acknowledges that the Confidential Information and any notes, summaries, memoranda, drawings, manuals, records, excerpts, derivative information, or other materials prepared with, derived from, or generated from the Confidential Information (collectively “Derivative Materials”) shall remain the exclusive property of the Board, including but not limited to patent, copyright, trade secret, trademark, and other intellectual property rights therein. No license or conveyance of any such rights to Vendor is granted or implied under this Agreement. 5. Treatment of Confidential Information: Vendor shall: a. Only use Confidential Information for the sole purpose of responding to the Board’s inquiries related to the RFP and not disclose the Confidential Information except to those of its directors, officers, agents, servants, employees, professional advisors, contractors, or prospective contractors who need to know the Confidential Information for purposes set forth herein or if the Board has given prior written approval to disclose such Confidential Information.

b. Use at least the same standard of care in the protection of the Confidential Information as Vendor uses to protect its own confidential information, but in any event such Confidential Information


ATTACHMENT F

shall be protected in at least a commercially reasonable manner consistent with this Agreement. c. Not disseminate any Confidential Information to a third party without the prior written consent of the Board. Vendor shall not issue publicity news releases or grant press interviews related to this Agreement or the RFP, except as may be required by law or with the prior written consent of the Board. If Vendor is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any Confidential Information, Vendor shall immediately give notice to the Board and its General Counsel with the understanding that the Board shall have the opportunity to contest such process by any means available to it prior to submission of any documents to a court or other third party. Vendor shall not be obligated to withhold delivery of documents beyond the time ordered by a court of law or administrative agency, unless the request for production or subpoena is quashed or withdrawn, or the time to produce is otherwise extended. d. Not copy or reproduce in any manner whatsoever the Confidential Information without the prior written consent of the Board, except where required for its own internal use in accordance with this Agreement; e. Promptly, upon the request of the Board, return all Confidential Information and Derivative Materials, or, at the option of the Board, destroy the Confidential Information and Derivative Materials and certify in writing to the Board that the Vendor has complied with the Board’s request to destroy such. 6. Transmitting and Storing Confidential Information: When transmitting and storing Confidential Information, Vendor shall use commercially reasonable best efforts but at a minimum with no less protection than Vendor uses to protect its own confidential information. When transmitting and storing Confidential Information that is personally identifiable (“Personally Identifiable Confidential Information”), including but not limited to Student Data, Vendor shall: a. When mailing physical copies of Personally Identifiable Confidential Information, send it in a tamper-proof, labeled container, with a tracking number and a delivery confirmation receipt; b. Only electronically transmit, mail, or store Personally Identifiable Confidential Information on electronic media, such as CDs, DVDs, electronic tape, flash drives, etc., if the Personally Identifiable Confidential Information is encrypted. Encryption must utilize the Advanced Encryption Standard (“AES”) algorithm with a key of 256 bits or greater (“Encrypt”). Data in transit must be secured using secure FTP or https/TLS 1.0+ services. Vendor must maintain industry recognized security practices to establish secure applications, network, and infrastructure architecture. Industry certifications such as International Organization for Standardization (ISO), SysTrust, Cloud Security Alliance (CSA) STAR Certification, or WebTrust security for SaaS environments are recommended; c. Not transmit any unencrypted Personally Identifiable Confidential Information via email, instant messages or any other unencrypted protocols; d. Not send any password or other information sufficient to allow decryption of Personally Identifiable Confidential Information with the Encrypted Personally Identifiable Confidential Information; e. Keep all physical copies (paper, portable or removable electronic media, or other physical representations) of Personally Identifiable Confidential Information under lock and key, or otherwise have sufficient physical access control measures to prevent unauthorized access. Vendor shall not leave Personally Identifiable Confidential Information unsecured and unattended at any time;

f. Vendor shall password protect any laptop, desktop, or any other device that contains Confidential Information or Personally Identifiable Confidential Information.


ATTACHMENT F

Additionally, any laptop, desktop, or any other device that contains Personally Identifiable Confidential Information shall have its full hard drive Encrypted. Vendor shall not leave any laptop, desktop, or any other device unattended without enabling a screen-lock or otherwise blocking access to the laptop, desktop, or any other device. Vendor shall ensure that no password or other information sufficient to access a laptop, desktop, or any other device containing Personally Identifiable Confidential Information is attached or located near the laptop, desktop, or any other device at any time. g. Confidential Information shall be stored in privately addressed network devices that have no direct interaction with public networks and that are located within the continental United States. Vendor’s network where Confidential Information may be stored shall have an in-line intrusion protection system that inspects incoming data transmissions. Vendor should have a documented disaster recovery plan for the electronic systems where Confidential Information may be stored. Data stored in cloud-based systems must be protected in the same manner as local data as described throughout this Agreement. 7. Vendor’ s Employee s, Agent , and Subcontractors: Vendor shall require all of its officers, agents, servants, employees, professional advisors, contractors and prospective contractors who may have access to Confidential Information to assume obligations of secrecy equal to or greater than the obligations that Vendor has assumed in this Agreement with respect to the Confidential Information. 8. Unauthorized Access, Use or Disclosure: If Vendor has knowledge of any unauthorized access, use and/or disclosure of Confidential Information, it shall: (i) notify the Board immediately, which in no event shall be longer than twenty-four (24) hours from Vendor receiving notice of the unauthorized access, use, or disclosure; (ii) take prompt and appropriate action to prevent further unauthorized access, use, or disclosure; (iii) cooperate with the Board and any government authorities with respect to the investigation and mitigation of any such unauthorized access, use, or disclosure, including the discharge of the Board’s duties under the law; and (iv) take such other actions as the Board may reasonably direct to remedy such unauthorized access, use, or disclosure, including, if required under any federal or state law, providing notification to the affected persons. Vendor shall bear the losses and expenses (including attorneys’ fees) associated with a breach of its obligations concerning the handling and protection of Confidential Information, including without limitation any costs: (1) of providing notices of a data breach to affected persons and to regulatory bodies; and (2) of remedying and otherwise mitigating any potential damage or harm of the data breach, including without limitation, establishing call centers and providing credit monitoring or credit restoration services, as requested by the Board. 9. Compliance with Laws: Vendor is and shall remain in compliance with all applicable federal, state, county, and municipal, statutes, laws, ordinances, and regulations relating to this Agreement, as amended from time to time, including but not limited to the Illinois Student Records Act, the Family Educational Rights and Privacy Act, and the Protection of Pupil Rights Act, all as may be amended. Further, Vendor is and shall remain in compliance with all applicable Board policies and rules, as may be amended from time to time. Board policies and rules are available at http://www.cps.edu/. 10. Indemnification: Vendor agrees to protect, defend, indemnify, keep, save, and hold the Board, its officers, officials, employees and agents free and harmless from and against any and all liabilities, losses, penalties, damages, settlements, costs, charges, professional fees (including reasonable attorney's fees) or other expenses or liabilities of every kind, nature and character, including but not limited to, expenses of the enforcement of this indemnification provision, arising out of or relating to any and all claims, liens, demands obligations, actions, suits, judgments or settlements, proceedings or causes of action of every kind, nature and character in connection with or arising directly or indirectly out

of Vendor’s unauthorized or negligent use, access or handling of the Confidential Information, or the negligent acts or omissions or willful misconduct of Vendor, its officers, officials, agents, employees,


ATTACHMENT F

contractors and prospective contractors. 11. Insurance: At least two (2) business days prior to the commencement of the Term, Vendor shall provide the Board with evidence of the following insurance: (a) general liability of not less than $1,000.000.00 and (b) cyber/privacy & security liability coverage of not less than $1,000,000.00. The Board shall be named as an additional insured under said insurance coverage. 12. Injunctive Relief: In the event of a breach or threatened breach of this Agreement, Vendor acknowledges and agrees that the Board would suffer irreparable injury not compensable by money damages and would not have an adequate remedy at law. Accordingly, Vendor agrees that the Board shall be entitled to immediate injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without prejudice to such rights that the Board may have in equity, by law or statute for a breach or threatened breach of this Agreement. 13. Governing Law: This Agreement shall be governed as to performance and interpretation in accordance with the laws of the State of Illinois. Vendor irrevocably submits itself to the original jurisdiction of those courts located in the County of Cook, State of Illinois, with regard to any controversy arising out, or relating to, or in any way concerning the execution or performance of this Agreement. Vendor agrees that service of process on Vendor may be made, at the option of the Board, by either registered or certified mail to the address specified in the Notice Section, to such other address or person as may be designated by Vendor in writing, to the office actually maintained by Vendor or by personal delivery on any officer, director or managing or general agent of Vendor. If any action is brought by Vendor against the Board concerning this Agreement, the action shall only be brought in those courts located within the County of Cook, State of Illinois. 14. Waiver: No delay or omission by the Board to exercise any right hereunder shall be construed as a waiver of any such right and the Board reserves the right to exercise any such right from time to time as often and as may be deemed expedient. 15. Assignment: This Agreement shall be binding on the parties and their respective successors and assigns, provided however, that Vendor may not assign this Agreement or any obligations imposed hereunder without the prior written consent of the Board. 16. Severability: The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of any other provisions hereof. 17. Entire Agreement: This Agreement, including any referenced documents or exhibits, constitutes the entire agreement of the parties with respect to the matters contained herein. No modification of or amendment to this Agreement shall be effective unless such modification or amendment is in writing and signed by both parties hereto. 18. Counterparts and Facsimiles. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument. A signature delivered by facsimile or electronic means shall be considered binding for both parties.


ATTACHMENT F

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date above. BOARD OF EDUCATION OF THE ______________________________ CITY OF CHICAGO [Vendor] By: ________________________ By:

____________________Jorge Macias Chief Administrative Officer Name: ________________________

Title: __________________________ Board Rule 7-15(h) Approved as to legal form: ___________________________ Ronald Marmer General Counsel

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.


ATTACHMENT G INTERROGATORIES

(PLEASE SEE QUESTIONNAIRE VIA BONFIRE)