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DocuSign Envelope ID:43D4036D-D682-462E-A5F7-A934F6159889 <br /> Agreement No. OP-24-47-IL <br /> of the PARTICIPANT, the procedures of the DEPARTMENT will be used.The PARTICIPANT may only procure <br /> products or services from one source with any State of Illinois funds ("State Funds") if: (1)the products or services <br /> are available only from a single source;or(2)the DEPARTMENT authorizes such a procedure; or, (3)the <br /> DEPARTMENT determines competition is inadequate after solicitation from a number of sources. <br /> The PARTICIPANT shall include a requirement in all contracts with third parties that the contractor or <br /> consultant will comply with the requirements of this Agreement in performing such contract, and that the <br /> contract is subject to the terms and conditions of this Agreement. <br /> H. Employment of Department Personnel The PARTICIPANT will not employ any person or persons <br /> currently employed by the DEPARTMENT for any work required by the terms of this Agreement. <br /> I. Severability The Parties agree that if any provisions of the Agreement shall be held invalid for any <br /> reason whatsoever, the remaining provisions shall not be affected thereby if such remaining provisions <br /> could then continue to conform with the purposes,terms and requirements of applicable law. <br /> J. Assignment PARTICIPANT agrees that this Agreement shall not be assigned or transferred without the <br /> written consent of the DEPARTMENT and that any successor to PARTICIPANT's rights under this <br /> Agreement will be required to accede to all of the terms, conditions and requirements of this Agreement <br /> as a condition precedent to such succession. <br /> K. Documents Forming This Agreement This Agreement and the PARTICIPANT's Application for the <br /> fiscal year as approved by and on file at the DEPARTMENT constitute the entire agreement between the <br /> parties and supersede any and all prior agreements or understandings between the parties. <br /> L. Non-Waiver PARTICIPANT agrees that in no event shall any action, including the making by the <br /> DEPARTMENT of any payment under this Agreement, constitute or be construed as a waiver by the <br /> DEPARTMENT of any breach of covenant or any default on the part of the PARTICIPANT that may then <br /> exist;and any action, including the making of such payment by the DEPARTMENT,while any such <br /> breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the <br /> DEPARTMENT in respect to such breach or default. The remedies available to the DEPARTMENT under <br /> this Agreement are cumulative and not exclusive. The waiver or exercise of any remedy shall not be <br /> construed as a waiver of any other remedy available hereunder or under general principles of law or <br /> equity. <br /> M. Dispute Resolution In the event of a dispute in the interpretation of the provisions of this Agreement, <br /> such dispute shall be settled through negotiations between the DEPARTMENT and the PARTICIPANT. <br /> In the event that agreement is not consummated at this negotiation level, the dispute will then be referred <br /> through the DEPARTMENT'S administrative chain of command for a decision by the DEPARTMENT and <br /> ultimately, if necessary, to the Secretary of the DEPARTMENT. The DEPARTMENT shall decide all <br /> claims, questions and disputes that are referred to it regarding the interpretation, prosecution, and <br /> fulfillment of this Agreement. The DEPARTMENT's decision upon all claims, questions and disputes shall <br /> be final and conclusive. <br /> Printed 08/17/21 Page 5 <br />