1b. Published IFB HIV Syphilis Hep Screening IFB 68500022N.docx

The following information will become the contract between the awarded vendor and the Illinois Department of Public Health. Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements”.

Illinois Department of Public Health Contract # 68500022N HIV, Syphilis, and Hepatitis Screening Assays and Instrumentation Open Market Bid 26-482DPH-OFCDI-B-50489

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois Department of Public Health Division of Laboratories (IDPH-DOL) is seeking bids for a fully automated combination screening technology that can test for Hepatitis B antigen and antibody, Hepatitis C antibody, HIV-1/HIV-2 antigen and antibody, and Syphilis antibody. IDPH-DOL is seeking a complete solution, including instrumentation. supplies, and software for running the above assays. This is an indefinite-quantity agreement. All quantities provided in this Invitation for Bid are from previous years' requirements and are to be used for bidding purposes only. The Vendor must provide a single instrument, at no cost to IDPH-DOL, capable of performing all assays specified in this Invitation for Bid (IFB) using the same sample. The instrument must fully automate all steps of the testing process.

Only one vendor shall be awarded a contract as a result of this Invitation for Bid (IFB). The award will be made to the lowest responsive and responsible bidder that meets all specifications and requirements.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. All sample test volumes listed are estimated from current testing volumes and are subject to change. Reagents will be ordered as needed, and purchases may increase or decrease as test volumes dictate. IDPH-DOL will not be penalized or charged additional fees if the actual quantity of reagents ordered is higher or lower than the estimated volumes. Orders will be adjusted according to testing needs.

1.2.2. Vendor shall provide test kits inclusive of all reagents controls, calibrators, consumables, and instrumentation necessary to perform qualitative detection of Hepatitis B surface antigen (HBsAg), Hepatitis B surface antibody (Anti-HBs), and total antibody (IgM and IgG) to Hepatitis B core antigen (Total anti-HBc). The annual estimate for the Hepatitis B test kit quantity is approximately 3,300 screening tests (including 3,000 serum specimens, 10% repeat testing, and daily controls).

1.2.3. Vendor shall provide test kits inclusive of all reagents, controls, & calibrators, consumables, and instrumentation necessary to perform qualitative detection of Hepatitis C antibody (anti-HCV). The annual estimate for the Hepatitis C test kit quantity is approximately 3,000 screening tests (including approximately 2700 serum specimens, 10% repeat testing, and daily controls).

1.2.4. Vendor shall provide test kits, including all reagents, controls and calibrators, consumables, and instrumentation necessary to perform qualitative detection of HIV-1 and HIV-2 antibodies and p24 antigen to the Human Immunodeficiency Virus (HIV) using 4th-generation technology. The annual estimate for HIV test kits is approximately 13,200 screening tests (including 12,000 serum specimens, 10% repeat testing, and daily controls).

1.2.5. Vendor shall provide test kits including all reagents, controls & calibrators, consumables, and instrumentation necessary to perform qualitative detection of IgG and IgM antibodies to Treponema pallidum (Syphilis). The annual estimate for the Syphilis test kit quantity is approximately 11,000 screening tests (including 10,000 serum specimens, 10% repeat testing, and daily controls).

1.2.6. TESTING KITS

1.2.6.1. Hepatitis Kits Materials for Hepatitis B and C Testing:

1.2.6.1.1. The test kits must be US FDA licensed for the qualitative detection of Hepatitis B surface antigen (HBsAg), Hepatitis B surface antibody (Anti-HBs), and total antibody (IgM and IgG) to Hepatitis B core antigen (Total anti-HBc), and Hepatitis C antibody in human serum or plasma.

1.2.6.1.2. Use fully automated technology.

1.2.6.1.3. Be US FDA-approved for use in clinical Hepatitis B and Hepatitis C screening laboratories to test human serum and plasma in pediatric and adult patients.

1.2.6.1.4. Hepatitis kits must (QC and Reagents):

1.2.6.1.4.1. Detect Hepatitis B surface antigen (HBsAg)

1.2.6.1.4.2. Detect Hepatitis B surface antibody (anti-HBs)

1.2.6.1.4.3. Detect Total antibody, IgM, and IgG to Hepatitis B core antigen (anti-HBc)

1.2.6.1.4.4. Detect Hepatitis C antibody (anti-HCV).

1.2.6.1.5. Include all applicable assay Quality Control materials (positive and negative controls and kit calibrators).

1.2.6.1.6. Include all ancillary reagents and consumables necessary to operate instrumentation performing the testing, including wash buffers, detection reagents, and reaction vessels.

1.2.6.1.7. The kits' expiration dates must be at least ninety-days from the date received in the laboratory.

1.2.6.1.8. Kits in each delivery must have the same lot number. The delivery schedule will be determined by kit sizing and maximum shelf life. The Vendor will cover delivery charges for test kits, controls, calibrators, and other consumable testing supplies, and all items must be shipped upon receipt of the order.

1.2.6.2. HIV Kit Materials for HIV 1 and 2 Testing

1.2.6.2.1. The test kit must be US FDA licensed for the simultaneous qualitative detection of HIV p24 antigen and antibodies to HIV-1 (group M and O) and/or HIV-2 in human serum or plasma using chemiluminescent technology.

1.2.6.2.2. 4th Generation HIV Antigen/Antibody Assay kit must:

1.2.6.2.2.1. Detect antibodies to HIV-1 (groups M and O)

1.2.6.2.2.2. Detect antibodies to HIV-2

1.2.6.2.2.3. Detect HIV-1 p24 antigen

1.2.6.2.2.4. Use fully automated technology

1.2.6.2.2.5. Be US FDA-approved for use in clinical HIV screening laboratories to test human serum and plasma in both pediatric and adult patients.

1.2.6.2.2.6. Include all applicable assay Quality Control materials (positive and negative controls and calibrators)

1.2.6.2.2.7. Include all ancillary reagents and consumables necessary to operate instrumentation performing the testing, including wash buffers, detection reagents, and reaction vessels.

1.2.6.2.2.8. The kits' expiration dates must be at least ninety-days from the date received in the laboratory.

1.2.6.2.2.9. Kits in each delivery must have the same lot number. The delivery schedule will be determined by kit sizing and maximum shelf life. The Vendor will cover delivery charges for test kits, controls, calibrators, and other consumable testing supplies, and all items must be shipped upon receipt of the order.

1.2.6.3. Syphilis Kit Materials for Syphilis IgM and IgG Testing

1.2.6.3.1. The test kit must be US FDA licensed for the simultaneous qualitative detection of IgG and IgM antibodies to Syphilis in human serum or plasma.

1.2.6.3.2. Syphilis Assay kit must:

1.2.6.3.2.1. Detect IgG and IgM antibodies to Syphilis.

1.2.6.3.2.2. Use fully automated technology.

1.2.6.3.2.3. Be US FDA-approved for use as the initial diagnostic test to aid in the diagnosis of Syphilis in human serum and plasma in both pediatric and adult patients.

1.2.6.3.2.4. Include all applicable assay Quality Control materials (positive and negative controls and calibrators)

1.2.6.3.2.5. Include all ancillary reagents and consumables necessary to operate instrumentation performing the testing, including wash buffers, detection reagents, and reaction vessels.

1.2.6.3.2.6. The kits' shelf life must be at least ninety-days from the date received in the laboratory.

1.2.6.3.2.7. Kits in each delivery must have the same lot number. The delivery schedule will be determined by kit sizing and maximum shelf life. The Vendor will cover delivery charges for test kits, controls, calibrators, and other consumable testing supplies, and all items must be shipped upon receipt of the order.

1.2.7. EQUIPMENT

1.2.7.1. Instrument shall be provided as part of reagent pricing. The State will not purchase or lease equipment.

1.2.7.2. The Vendor shall supply a single instrument capable of performing all testing as specified. IDPH-DOL will only purchase reagents and test kits. Pricing for reagents will include all instrument costs. This includes all hardware, software, maintenance, repairs, and any other components necessary for operation.

1.2.7.3. The instrument system must be an FDA 510(K)-approved system for performing the assay.

1.2.7.4. The instrument must be capable of performing all testing for Hepatitis B, Hepatitis C, HIV-1/HIV-2, and Syphilis testing from the same sample.

1.2.7.5. The Vendor must supply a single instrument capable of automating the entire assay system, including all necessary instrumentation such as computers, printers, and software, for the Illinois Department of Public Health Laboratory located at 1155 S. Oakland Ave, Carbondale, IL 62901. All instrumentation costs must be included in reagent pricing. No separate rental or lease charges will be accepted.

1.2.7.6. The instrumentation for this system must be compatible with the Illinois Department of Public Health Division of Laboratories (IDPH-DOL), laboratory information management system (currently STARLIMS), and the Vendor will provide any hardware, software, technical expertise, or labor required to interface the Vendor's instruments with the IDPH-DOL STARLIMS. Integration costs must be included in reagent pricing.

1.2.7.7. SOFTWARE

1.2.7.7.1. The instrument must have software allowing for the following:

1.2.7.7.1.1. The instrument must provide a throughput of 150 specimen analyses per workday.

1.2.7.7.1.2. Bi-directional interface to exchange information with the STARLIMS.

1.2.7.7.1.3. software must have clot, bubble, and insufficient sample detection capabilities.

1.2.7.7.1.4. Remote connection available through IDPH-DOL Internet of Things (IoT) Network.

1.2.7.7.1.5. The instrument must have random access capability for testing continuity.

1.2.7.7.1.6. The instrument must have an automated capability to read sample barcodes.

1.2.7.8. INSTALLATION/VERIFICATION

1.2.7.8.1. For the installation/verification process, the Vendor will provide the following support at no additional cost:

1.2.7.8.1.1. Initial installation of assay systems (instrumentation, computers, software, etc.).

1.2.7.8.1.2. The Vendor shall provide on-site training at the IDPH-DOL facility for technical staff, conducted by product specialists, covering assay protocols and instrumentation operation. If the Vendor chooses to conduct training at an off-site location, the Vendor will be solely responsible for all associated costs.

1.2.7.8.1.2.1. IDPH-DOL will not cover any expenses related to off-site training. If the Vendor intends to charge IDPH-DOL for off-site training, the full cost must be explicitly included in the BidBuy submission. Charges not listed in BidBuy cannot be paid by IDPH-DOL.

1.2.7.8.1.3. All test kits, quality control materials, and consumables are required to train the technical personnel at the IDPH-DOL on the performance of the automated instrumentation and assay protocols.

1.2.7.8.1.4. All test kits, quality control materials, and consumables needed to perform on-site verification studies before "going live" with testing.

1.2.7.9. OPERATION

1.2.7.9.1. For the continued operational process, the Vendor shall provide the following support at no additional cost:

1.2.7.9.1.1. All required preventive maintenance services and needed repair services for all vendor-supplied instrumentation and equipment, shall be completed within two (2) business days of notification or if parts are required one (1) business day of parts being delivered. NOTE: IDPH-DOL business hours are 8:00 am to 4:30 pm CST, Monday through Friday. Vendor technical support must be available from 7:00 am to 7:00 pm CST, Monday through Friday.”

1.2.7.9.1.2. Extended toll-free telephone technical support for instrumentation and reagent issues from 7:00 am to 7:00 pm Monday through Friday.

1.2.7.9.1.3. Ordering of all replacement parts, preventive maintenance parts, and any parts to repair instrument malfunction. Delivery of parts will be free to the State and will be shipped upon receipt of the order.

1.2.7.9.1.4. Regular preventive maintenance and quality control testing for vendor-supplied instrumentation and necessary materials to perform preventive maintenance and quality control testing within Clinical Laboratory Improvement Act (CLIA) guidelines.

1.2.7.9.1.5. Replacement of reagents, consumables, instrumentation, and quality control material when IDPH-DOL has verified the performance of the aforementioned items to be in proper working order.

1.2.7.9.1.6. Software updates to Vendor's original equipment manufacturer (OEM) software, including installation services to install updates and training on updates for agency staff. The agency must be notified at least three business days in advance of update requirements.

1.2.7.9.1.7. Updates to non-OEM software provided by a third party, including operating system updates and services packs, as well as known vulnerabilities and exploits that have been discovered.

1.2.7.9.1.8. Updates are handled through a connection with the Vendor's product update server or a known update file provided by the manufacturer. The current patch release should be updated in no more than 30 days. The zero-day exception is as soon as it is tested and pushed (2-5 days).

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

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Order Fulfillment and Shipping

1.3.1.1. Milestone: All test kits, controls, calibrators, and consumable testing supplies must be shipped within seven (7) calendar days of receipt of the order.

1.3.1.2. Deliverable: IDPH-DOL must receive a delivery confirmation with shipping details (e.g., tracking number, estimated delivery date) within 24 hours of placing the order.

1.3.2. Lot Consistency

1.3.2.1. Milestone: Ensure that all kits delivered within a single order are from the same lot number.

1.3.2.2. Deliverable: Lot number details included on the packing slip or invoice accompanying each shipment.

1.3.3. Shelf-Life Assurance

1.3.3.1. Milestone: All reagents delivered must have a minimum of ninety-days of shelf-life remaining from the date of shipment.

1.3.3.2. Deliverable: Expiration dates clearly documented on packaging and included in shipment documentation.

1.3.4. Delivery Costs

1.3.4.1. Milestone: Vendor shall cover all delivery costs for test kits, controls, calibrators, consumable supplies, and instrument/repair parts.

1.3.4.2. Deliverable: Zero additional delivery charges on invoices for consumables and reagents shipped to IDPH-DOL.

1.3.5. Timely On-Site Support

1.3.5.1. Milestone: Provide on-site service or repair support within two (2) business days of an IDPH-DOL request. Note: IDPH-DOL business hours are 8:00 am to 4:30 pm CST, Monday through Friday. Vendor technical support must be available from 7:00 am to 7:00 pm CST, Monday through Friday.”

1.3.5.2. Deliverable: Documentation of service response times, including the date and time of request and completion of the repair/service.

1.3.6. Attachment A summarizes the timelines and deliverables identified throughout the contract. Attachment A is provided for reference only and does not create additional requirements beyond those specified in the contract.

1.3.7. Technical Support

1.3.7.1. Milestone: The Vendor shall provide on-call technical support services during regular business hours, Monday through Friday, from 7:00 am to 7:00 pm Central Standard Time

1.3.7.2. Deliverable: The Vendor must provide a dedicated technical support telephone number for on-call assistance from 7:00 am to 7:00 pm weekdays.

1.3.8. Software

1.3.8.1. Integration of the instrument with the IDPH-DOL STARLIMS system must be completed within 30 calendar days of instrument installation.

1.3.8.2. Deliverable: Written confirmation of successful interface validation shall be provided to IDPH DOL upon completion of validation activities and prior to the instrument being placed into production use.

1.4. VENDOR/STAFF SPECIFICATIONS:

Vendor shall provide vendor-specific user training that is consistent with the standard training the Vendor normally provides to new customers for the supplied instrumentation and assay system. Such training shall be provided at no additional cost to the Illinois Department of Public Health Division of Laboratories (IDPH-DOL). Training shall include, at a minimum, instruction necessary for routine operation, quality control, and basic maintenance of the system. The Vendor shall deliver this training prior to the system being placed into production use and may provide the training on-site or through virtual means, as appropriate.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. The vendor must comply with the following delivery requirements for reagents, test kits, controls, and other consumables:

1.5.1.1. Shipping and handling must be paid by the vendor. A Carbondale, Illinois shipping address is provided in section 1.7 .

1.5.1.2. All units must be labeled with the lot number and expiration date.

1.5.1.3. Delivery to IDPH-DOL identified location must occur within seven (7) days from the order date.

1.5.1.4. Delivery must include temperature control shipping and handling to ensure that reagents and test kits are maintained at their proper storage temperature.

1.5.1.5. Vendor is responsible for ensuring delivery of all products without defects in product or shipping.

1.5.1.6. Products found to have defects must be replaced at no cost to IDPH-DOL.

1.5.2. The vendor must comply with the following delivery requirements for all instrumentation.

1.5.2.1. No loading dock is available. Deliveries of instruments, equipment, supplies, and test kits must be delivered on a truck with a lift gate. Deliveries must be made inside the building.

1.5.2.2. Vendor is responsible for ensuring delivery of all products without defects in product or shipping.

1.5.2.3. Products found to have defects must be replaced at no cost to IDPH-DOL.

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

1.7. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

· Location where services will be performed: Illinois Department of Public Health Laboratory, 1155 South Oakland Avenue, Carbondale, IL 62901 Value of services performed at this location: Click here to enter text

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

2. PRICING

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

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing.

2.3. ADDITIONAL CHARGES: There shall be no additional charges for contract shortfall or overages on estimated number of tests to be purchased. Testing volumes supplied for pricing are the best estimate at the current testing volumes.

2.4. RENEWAL COMPENSATION: If the contract is renewed, pricing shall remain fixed at the rates provided by the Vendor in BidBuy at the time of bid submission. No increases in pricing will be permitted for the duration of the initial contract term or any renewal periods. Any deviation from this pricing will not be accepted.

2.5. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $Click here to enter text without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending five (5) years from the last dated signature of the Parties. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s):

The State reserves the right to renew the contract for additional terms not to exceed the maximum total term of 10 years. Renewal pricing shall remain fixed at the rates submitted in BidBuy.”

Any renewal of the resulting contract is subject to the same terms and conditions that apply to the initial term of the contract unless otherwise provided. The State may renew the contract for any or all of the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor’s option.

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

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

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

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

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

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

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

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

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

4.1.6.2. Vendor shall invoice at this completion of the contract unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

Send invoices to:

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

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

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

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

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

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

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

4.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.15. BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16. APPLICABLE LAW:

4.16.1. PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

4.16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

4.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

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

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

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

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

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

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

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

4.27. EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

5. ATTACHMENTS

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

5.1.1. STATE OF ILLINOIS VENDOR DISCLOSURE (formerly named FORMS A): If the Vendor does not have an active (non-expired) Illinois Procurement Gateway (IPG) registration at the time of bid closing, the Vendor must complete and submit the State of Illinois Vendor Disclosure form with its Bid. This form must be submitted prior to the bid closing date and time. Failure to submit the completed form by the deadline will result in the Vendor being deemed non-responsive, and the Bid will not be considered for award. Vendors may verify their IPG registration status and obtain additional information at the following website: https://ipg.vendorreg.com

5.1.2. STATE OF ILLINOIS – IPG ACTIVE REGISTERED VENDOR DISCLOSURE (Formerly known as FORMS B): If the Vendor has an active (non-expired) registration with the Illinois Procurement Gateway (IPG) at the time of bid closing, the Vendor must complete and submit the IPG Active Registered Vendor Disclosure form with its Bid. This form must be submitted prior to the bid closing date and time. Failure to submit the completed form by the deadline will result in the Vendor being deemed non-responsive, and the Bid will not be considered for award.Vendors may verify their IPG registration status and obtain additional information at the following website: https://ipg.vendorreg.com

5.1.3. Attachment: Consolidated Vendor Timelines and Deliverables

Illinois Department of Public Health Contract # 68500022N HIV, Syphilis, and Hepatitis Screening Assays and Instrumentation

25-482DPH-OFCDI-B-47043

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62761

Printed Name: Sameer Vohra, MD, JD, MA

Official’s Title: Director

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #: 68500022N

· Project Title: HIV, Syphilis, and Hepatitis Screening Assays and Instrumentation

· Contract #: 68500022N

· Procurement Method IFB

· BidBuy / Bulletin Reference #: 25-482DPH-OFCDI-B-47043

· BidBuy / Bulletin Publication Date:

· Award Code: B

· Subcontractor Utilization? |_| Yes |_|No Subcontractor Disclosure? |_| Yes |_|No

· Funding Source:

· Obligation #: 68500022N

· Other Preferences?