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

State of Illinois Contract v.25.4

ILLINOIS HEALTHCARE AND FAMILY SERVICES

CONTRACT

COMMUNICATIONS AND ADVERTISING SERVICES FOR MEDICAID OUTREACH

2026-00-025

26-478HFS-DIREC-B-51797

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.

BRIEF DESCRIPTION:

The Illinois Department of Healthcare and Family Services (“HFS”) seeks a qualified third-party vendor to provide full-service communications, advertising, media planning, and media buying services to support a statewide outreach campaign related to upcoming federal Medicaid policy changes (the “HRI Project”).

This Contract supports statewide outreach efforts associated with the HRI Project, including communications related to federal Medicaid policy changes and other programmatic updates impacting Medicaid customers.

Services under this Contract shall be limited to those necessary to plan, develop, and implement outreach efforts associated with the HRI Project, including public awareness campaigns; policy and program education; outreach to priority or underserved populations; digital and traditional media placement; creative development; translation and language access services; and performance measurement and reporting.

The Vendor shall perform services and deliverables as required under this Contract and as directed by the Agency, consistent with the requirements, timelines, and deliverables established herein.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE: This Contract is intended to procure full-service communications, advertising, media planning, and media buying services to support the HRI Project.

1.1.1. The Vendor shall support the development and execution of integrated, culturally responsive, and accessible communications strategies designed to inform Illinois residents about the HRI Project, including relevant Medicaid policy changes, eligibility considerations, and required actions, and shall develop clear, accurate, and plain-language messaging appropriate for diverse Medicaid populations.

1.1.2. The HRI Project includes a large-scale, statewide outreach campaign focused on ensuring Medicaid customers understand upcoming federal policy changes, their potential impact, and the importance of maintaining coverage, including clear communication regarding which customers are impacted, which are not impacted, and when action may be required, while avoiding unnecessary alarm.

1.1.3. Services under this Contract may include, but are not limited to, public awareness campaigns; outreach to priority and underserved populations; digital and traditional media placement; creative development; translation and language access services; and performance measurement and reporting, audience research and segmentation, campaign planning, campaign management and coordination, and post-campaign evaluation, as necessary to support the HRI Project.

1.1.4. The Vendor shall perform all services and deliver all required deliverables in accordance with the requirements of this Contract and subject to Agency review and written approval.

1.1.5. Nothing in this Contract shall be construed as a guarantee of work or a promise of a minimum expenditure. The Agency reserves the right to determine the timing and extent of services required under this Contract, subject to the availability of funds and program priorities.

1.2. MEDICAID POLICY CHANGE OUTREACH (HRI PROJECT)

1.2.1. The Vendor shall support a statewide advertising and outreach campaign related to upcoming federal Medicaid policy changes scheduled to take effect beginning January 2027 (the “HRI Project”).

1.2.2. The objective of the HRI Project is to ensure Medicaid customers understand the nature of the policy changes, the importance of maintaining coverage, and when action may be required. Outreach must emphasize that Illinois Medicaid will contact customers directly in advance if action is needed, while avoiding unnecessary alarm among customers who are not impacted.

1.2.3. The Vendor shall perform services necessary to support the HRI Project, which shall include, at a minimum:

1.2.3.1. Audience research and segmentation, with particular focus on impacted, priority, and hard-to-reach populations;

1.2.3.2. Development of clear, accurate, and plain-language messaging suitable for diverse Medicaid populations;

1.2.3.3. Creative development and production of accessible outreach materials;

1.2.3.4. Media planning and placement across appropriate paid, owned, and earned channels;

1.2.3.5. Translation, language access, and accessibility services in compliance with applicable federal and State requirements; and

1.2.3.6. Performance monitoring, reporting, and post-campaign evaluation.

1.2.4. The Vendor shall develop, implement, and maintain a campaign strategy in collaboration with HFS staff. The Vendor shall provide a campaign management approach, including planning, coordination, and execution of outreach activities, subject to Agency review and written approval.

1.2.5. The Vendor shall perform all services and deliver all required campaign components in accordance with the requirements of this Contract and timelines established by the Agency.

1.3. SUPPLIES AND/OR SERVICES REQUIRED:

1.3.1. The Vendor shall provide all labor, supervision, equipment, materials, technology, and professional expertise necessary to perform the services required under this Contract in support of the HRI Project. The Vendor shall not commence performance, incur costs, or make commitments on behalf of the Agency without prior written approval.

1.3.2. The Vendor shall provide recommendations and strategic guidance to inform Agency decision-making. Such activities shall not constitute delegation of authority, approval authority, or decision-making authority, all of which are expressly reserved to the Agency.

1.3.3. All messaging, creative materials, deliverables, and communications developed under this Contract shall use plain language appropriate for the intended audience. For purposes of this solicitation and any resulting Contract, “plain language” means communication that is clear, concise, well-organized, and written so the intended audience can easily find, understand, and use the information the first time they read or hear it. Plain-language communications shall be suitable for diverse Medicaid populations and shall avoid unnecessary technical jargon, acronyms, or complex sentence structures unless expressly approved by the Agency in writing.

1.3.4. Services required under this Contract shall be limited to those necessary to support the HRI Project and may include, but are not limited to, the following categories:

1.3.4.1. Strategic Communications and Campaign Planning: The Vendor shall develop a comprehensive strategic marketing and campaign plan that identifies target audiences, messaging objectives, approved channels, schedules, and performance measures.

1.3.4.1.1. The Vendor shall submit the campaign plan to the Agency within fourteen (14) calendar days following Contract execution for review and written approval.

1.3.4.1.2. The campaign plan shall outline tactics and timelines for creating and placing local, regional, and statewide communications and shall describe the proposed use of paid media and creative strategies to communicate the importance of maintaining Medicaid coverage.

1.3.4.1.3. The Vendor shall revise and resubmit the campaign plan as directed by the Agency until written approval is obtained.

1.3.4.2. Creative Development and Production: The Vendor shall perform development and production services required under this Contract and shall develop Creative Materials in accordance with Agency direction.

1.3.4.2.1. Creative Materials shall not be produced, distributed, published, or used without prior written approval by the Agency.

1.3.4.2.2. The Vendor shall revise Creative Materials as directed by the Agency.

1.3.4.2.3. Timelines, turnaround expectations, and review cycles shall be established by the Agency and communicated to the Vendor.

1.3.4.3. Media Planning and Media Buys: The Vendor shall develop media plans and execute Media Buys only as an agent of the State and strictly in accordance with Agency-approved media plans and placement strategies.

1.3.4.3.1. The Vendor shall not obligate the State to any Media Buy without written approval by the Agency.

1.3.4.3.2. The Vendor shall maintain complete documentation of all Media Buys and shall make such documentation available to the Agency upon request.

1.3.4.4. Media Purchases Pass-Through Costs: Media purchases pass-through costs shall be billed at actual cost with no markup, unless otherwise approved in writing by the Agency.

1.3.4.5. The Vendor will, upon Agency approval, advance payment for media placements and subsequently invoice the Agency for the actual cost of such media purchases. Any such arrangement shall be subject to the following requirements:

1.3.4.5.1. Media purchases must be made strictly in accordance with an Agency-approved media plan and budget;

1.3.4.5.2. Media spend shall be phased and managed to align with the approved campaign budget and duration;

1.3.4.5.3. The Vendor shall not exceed the approved media budget without prior written authorization from the Agency;

1.3.4.5.4. Invoices shall be submitted on a monthly basis and shall itemize media costs, administrative or management fees, and any other approved costs; and

1.3.4.5.5. The Agency reserves the right to require supporting documentation, including invoices, insertion orders, proof of placement, and reconciliation reports.

1.3.4.6. The Agency shall not be responsible for any media purchases, commitments, or costs incurred without prior written approval from the Agency or in excess of Agency-approved budgets.

1.3.4.7. Digital and Social Media Services: The Vendor shall manage digital and social media advertising activities as required under this Contract and subject to Agency direction and approval, including placement, monitoring, performance optimization, modification, or removal of content.

1.3.4.8. Translation, Language Access, and Accessibility Services: The Vendor shall provide translation, adaptation, and accessibility services for Creative Materials as specified by the Agency. Translations shall be accurate, complete, and suitable for public distribution. Accessibility services shall ensure compliance with applicable State accessibility standards (Illinois Information Technology Accessibility Act (IITAA) and Section 508).

1.3.4.9. Campaign Management and Coordination: The Vendor shall manage Campaign schedules, deliverables, and coordination activities as required under this Contract and as directed by the Agency.

1.3.4.10. Performance Measurement and Reporting: The Vendor shall collect, and report performance data specified by the Agency, including spend, impressions, placements, and outcome metrics, in the format required by the Agency.

1.3.4.10.1. Reports shall include, at a minimum, key performance metrics, analysis of campaign performance, trend analysis, and recommendations for optimization and improving campaign effectiveness.

1.3.4.10.2. At a minimum, the Vendor shall provide performance reports monthly, unless otherwise directed by the Agency.

1.3.4.11. Other Services The Vendor shall provide other communications and advertising-related services only to the extent such services are directly related to and necessary for the HRI Project and approved by the Agency.

1.3.4.12. The Vendor shall perform such services consistent with professional standards of the communications and advertising industry and in compliance with all applicable State and Federal laws and regulations including, but not limited to, the Illinois Information Technology Accessibility Act (IITAA), Section 508 of the Rehabilitation Act, the Americans with Disabilities Act (ADA), and any other applicable accessibility, privacy, and communications requirements.

1.3.5. Ownership; Intellectual Property: All materials, deliverables, concepts, creative content, data, reports, analyses, plans, media strategies, and other work products developed or produced by the Vendor under this Contract shall be deemed works made for hire and shall be the exclusive property of the State of Illinois Healthcare and Family Services.

1.3.5.1. The Vendor shall not reuse, repurpose, publish, or disclose any Work Product for any purpose outside this Contract without the Agency’s prior written approval.

1.4. MILESTONES AND DELIVERABLES:

1.4.1. General Requirements

1.4.1.1. The Vendor shall perform all services and deliver all deliverables in accordance with the requirements of this Contract and timelines established by the Agency.

1.4.1.2. Deliverables, milestones, schedules, performance standards, and acceptance criteria shall be communicated by the Agency and may be adjusted based on program needs, federal requirements, and campaign priorities.

1.4.1.3. The Vendor shall not commence performance, incur costs, execute media purchases, release creative materials, or otherwise perform services without prior written approval from the Agency.

1.4.1.4. The Vendor shall not rely on verbal direction, informal communications, or draft materials as authorization to perform work or incur costs.

1.4.2. Deliverables

1.4.2.1. Deliverables under this Contract may include, but are not limited to, strategic plans, reports, analyses, recommendations, Creative Materials, media plans, media placement documentation, performance reports, and other work products necessary to support the HRI Project.

1.4.2.2. All deliverables shall be subject to Agency review and written acceptance. Submission of a deliverable does not constitute acceptance by the Agency.

1.4.3. Review, Revision, and Acceptance

1.4.3.1. The Agency may review deliverables for completeness, accuracy, and compliance with Contract requirements. If the Agency determines that a deliverable does not meet requirements, the Agency may reject the deliverable and require the Vendor to revise and resubmit the deliverable at no additional cost.

1.4.3.2. The Vendor shall not proceed with subsequent milestones or dependent tasks until required deliverables have been accepted by the Agency, unless expressly authorized in writing by the Agency.

1.4.4. Milestones:

1.4.4.1. Regional definitions: Statewide messaging for Agency will reach all or any part of twelve (12) of Illinois’s geographic regions identified in the table below.

1.4.4.2. Vendor shall develop and implement strategies to targeted groups/intended audience whether they be a specific ethnicity/race group or geographic-based group or both.

1.4.4.3. Milestones shall represent measurable progress points tied to deliverables, approvals, or performance required under this contract and as directed by the Agency.

1.4.4.4. Statewide advertising shall address audience segmentation which considers characteristics such as demographics, geography, attitudes, needs, and motivations.

1.4.4.5. Vendor must use plain language to communicate details about the Medicaid renewal process. Images and language need to incorporate families as well as individuals and a variety of ages, races, and genders.

1.4.5. Failure to Perform

1.4.5.1. Failure to meet required milestones or deliverables under this contract, may constitute a material breach of this Contract and may result in remedies including, but not limited to, corrective action, reduction or withholding of payment, or Contract termination, as determined by the Agency.

1.4.6. Ownership of Deliverables

1.4.6.1. Unless otherwise stated in writing, all deliverables produced under this Contract, including work products and Creative Materials, shall be the property of the State upon creation and acceptance.

1.5. VENDOR/STAFF SPECIFICATIONS:

1.5.1. Vendor Qualifications. The Vendor represents and warrants that it is an established communications and advertising firm that provides full-service communications, advertising, media planning, and media buying services as part of its regular business operations.

1.5.2. Organizational Capacity. The Vendor represents and warrants that it maintains, and shall maintain throughout the Contract term, the organizational capacity, financial stability, internal controls, and professional resources necessary to perform the services authorized under this Contract.

1.5.3. Continuous Operation. The Vendor represents and warrants that it has been in continuous operation providing communications and advertising services for a minimum of five (5) years immediately preceding the Bid opening date.

1.5.4. Public Sector Campaign Experience. The Vendor must demonstrate experience serving as the prime contractor on at least three (3) large-scale public information or outreach campaigns within the past five (5) years that meet all of the following criteria:

1.5.4.1. Sponsored by a federal, state, or large local government entity;

1.5.4.2. Served a statewide or multi-regional audience;

1.5.4.3. Included paid media planning and placement services; and

1.5.4.4. Included development of accessible, plain-language messaging for diverse or low-income populations.

1.5.5. Verification and Documentation. Compliance with Sections 1.5.1, 1.5.3 and 1.5.4 and 1.5.6 shall be demonstrated through submission of a completed Attachment A – Vendor Qualifications Certification, which includes firm background, continuous operation, and public sector campaign experience information.

The Agency shall determine responsiveness and compliance with these requirements based on the information submitted in the bid and any verification conducted by the Agency using publicly available records or other reliable sources.

1.5.6. Entity-Level Experience Requirement. For purposes of Sections 1.5.3 and 1.5.4, qualifying experience must have been performed by the bidding Vendor entity itself as the prime contractor. Experience performed solely by individual employees, subcontractors, affiliates, or prior employers shall not be credited unless such experience was performed by the bidding Vendor under its current legal name or a legally continuous predecessor entity.

1.5.7. Non-Responsiveness. Failure to meet either requirement set forth in Sections 1.5.1 through 1.5.6, or failure to submit a complete an accurate Attachment A - Vendor Qualifications Certification, shall render the bid non-responsive.

1.5.8. Vendor Responsibility for Performance. The Vendor shall be solely responsible for the performance of all services under this Contract, regardless of whether such services are performed by Vendor employees or subcontractors. The Vendor shall ensure continuity of services throughout the Contract term.

1.5.9. Key Personnel Identification. For purposes of this Contract, the following Key Personnel roles shall have the responsibilities described below.

1.5.9.1. The Agency reserves the right to determine whether proposed personnel meet the minimum role requirements and qualifications set forth in this Section, including, at a minimum, the Personnel Qualifications set forth in Section 1.5.12.

1.5.9.1.1. Project Manager - The individual responsible for overall coordination, scheduling, and management of services performed under the Contract, including serving as the primary point of contact with the Agency, managing deliverables and milestones, and ensuring compliance with Contract requirements.

1.5.9.1.2. Creative Lead - The individual responsible for overseeing the development and revision of creative materials, ensuring that messaging, design, and content align with Agency objectives, accessibility requirements, and plain-language standards, and coordinating creative deliverables with the Agency for review and approval.

1.5.9.1.3. Media Lead - The individual responsible for planning, executing, monitoring, and reporting on media placement activities authorized under the Contract, including paid media strategy, placement oversight, performance tracking, and coordination of media-related documentation and reconciliation.

1.5.9.1.4. The roles identified in this Section (Project Manager, Creative Lead, and Media Lead) are designated as Key Personnel and are subject to the minimum qualification and experience requirements set forth in Section 1.5.12.

1.5.9.2. Proposed Key Personnel must meet or exceed the minimum experience requirements set forth in section 1.5.12 (Personnel Qualifications). The Vendor shall submit to the Agency, for review and approval, Key Personnel within seven (7) Business Days after notice of award. Key Personnel must remain available at Contract commencement and be assigned to perform services under this Contract unless otherwise approved by the Agency.

1.5.9.3. The Vendor shall not remove, replace, or materially reassign any Key Personnel approved by the Agency without prior written approval by the Agency. Any proposed replacement must meet or exceed the minimum qualification and experience requirements set forth in Section 1.5.12.

1.5.10. General Personnel: General Personnel refers to all Vendor personnel assigned to perform services under this Contract who are not designated as Key Personnel in Section 1.5.9. General Personnel shall perform execution, support, or production functions necessary to fulfill the requirements of this Contract.

1.5.11. Alignment with Pricing and Level of Effort. The Vendor acknowledges that the labor categories and roles identified in this Section correspond to those used for pricing in the BidBuy Items Tab. The Vendor shall ensure that personnel assigned to perform services under this Contract are consistent with the labor mix and level of effort reflected in the Vendor’s pricing submission. The Agency reserves the right to review staffing and require adjustments if personnel assignments are not aligned with Contract requirements.

1.5.12. All Personnel: Unless otherwise approved by the Agency in writing, the Vendor shall ensure that personnel (see section 1.5.9. and 1.5.10) assigned to perform services under this Contract meet at least the minimum qualifications set forth below.

1.5.12.1. Education or Equivalent Experience:

1.5.12.1.1. A bachelor’s degree in communications, marketing, advertising, public relations, journalism, business, public policy, or a closely related field; or

1.5.12.1.2. Equivalent professional experience demonstrating the knowledge and competencies necessary to perform the assigned services, as determined by the Agency.

1.5.12.1.3. For purposes of this Contract, “equivalent professional experience” means a minimum of two (2) additional years of directly relevant professional experience for each year of required post-secondary education, performing services substantially similar in scope, complexity, and responsibility to those assigned under this contract. Such additional experience may be used to satisfy the education requirement but shall not be used to reduce or substitute for the minimum years of professional experience required under Sections 1.5.12.3 and 1.5.12.4.

1.5.12.2. Relevant Professional Experience: Personnel shall have demonstrated professional experience performing services substantially similar in nature and complexity to those required under this contract. Such experience shall be demonstrated through documentation provided by the Vendor, including but not limited to resumes, role descriptions, or project summaries, as requested by the Agency. The Vendor shall provide such documentation upon request by the Agency, including during bid evaluation and at any time during Contract.

1.5.12.3. Key Personnel (as defined in 1.5.9) In addition to the requirements set forth above:

1.5.12.3.1. Shall have a minimum of five (5) years of professional experience in a relevant field.

1.5.12.3.2. Demonstrated experience managing projects, campaigns, or deliverables of comparable scope and complexity.

1.5.12.4. General Personnel (as defined in 1.5.10) In addition to the requirements set forth above:

1.5.12.4.1. Shall have a minimum of three (3) years of relevant professional experience.

1.5.13. Agency Determination and Enforcement

1.5.13.1. The Agency retains discretion to determine whether personnel assigned by the Vendor meet the minimum qualification and experience requirements of this Section, consistent with Section 1.5.12 (Personnel Qualifications).

1.6. TRANSPORTATION AND DELIVERY:

1.6.1. Delivery of Services and Deliverables: All services and deliverables under this Contract shall be provided electronically, unless otherwise expressly authorized in writing by the Agency.

1.6.2. Method of Delivery: Deliverables shall be transmitted to the Agency using Agency-approved electronic methods, formats, and platforms, as directed by the Agency. The Vendor shall ensure that all electronic files are complete, accurate, and compatible with Agency systems

1.6.3. Meetings and Communications. Unless otherwise specified, meetings, briefings, reviews, and other communications between the Agency and the Vendor shall be conducted virtually using Agency-approved platforms. The Vendor shall ensure that assigned personnel are capable of participating in virtual meetings and presentations as required to support Contract.

1.6.4. Physical Materials: If the contract requires delivery of physical materials, including but not limited to printed materials, promotional items, or other tangible goods, the Vendor shall be responsible for all transportation, handling, and delivery costs unless otherwise directed by the Agency. Delivery timelines and locations shall be specified by the Agency.

1.6.5. Risk of Loss: Risk of loss or damage to physical materials shall remain with the Vendor until delivery is completed and accepted by the Agency.

1.6.6. Compliance with Schedules: Failure to deliver services or deliverables in accordance with Contract requirements may constitute a material breach and may result in remedies available to the Agency under this Contract.

1.7. SUBCONTRACTING:

Subcontractors are allowed.

1.7.1. Will subcontractors be utilized? |_| Yes |_| No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

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

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

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page.

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

1.7.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

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

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

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

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

2. PRICING

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

2.2. Media purchases and other pass-through costs shall be billed at actual cost with no markup, unless expressly authorized in writing by the agency.

2.3. The Agency reserves the right to require detailed cost documentation and to audit all invoices, supporting documentation, and subcontractor costs.

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

The BidBuy Purchase Order contains:

Labor Categories: Bidder must enter a hourly labor rate for each labor category identified in the BidBuy Items Tab. Under no circumstances shall total billed hours result in compensation exceeding the not-to-exceed (NTE) amount specified in Section 2.5.

Media Purchases (Pass-Through Costs) line: Bidders must enter $6,300,000.00 for this line item. This amount represents the estimated not-to-exceed allocation for media purchases and other pass-through costs under the Contract. This amount is not competitively priced and must be entered exactly as stated by all bidders. Media purchases shall be billed at actual cost with no markup.

2.4. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $9,000,000.00 without a formal amendment. Based on the anticipated allocation of costs under this contract, $6,300,000.00 is projected for media purchases and other pass-through costs. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

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

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

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

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

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

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

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 that the amounts billed and expenses incurred are accurate, allowable, properly documented, and incurred solely in connection with authorized services under this Contract.

Vendor shall invoice State for labor on a monthly basis, in arrears. Vendor and the State acknowledge that media buys may be required to be paid in advance. Vendor may invoice the State for media buys in advance, as is customary in the industry. Vendor shall have no obligation to contract for media buys without advance payment from the State. The State will only make advance payments for media buys.

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. Invoice Content and Level of Detail. Each invoice shall include, at a minimum, the following information:

4.1.6.1.1. Contract Number (2026-00-025) and BidBuy Purchase Order Number;

4.1.6.1.2. Invoice number and invoice date;

4.1.6.1.3. Billing period covered by the invoice;

4.1.6.1.4. A detailed line-item breakdown that clearly identifies, for each charge:

4.1.6.1.4.1. Service category or cost type (e.g., labor, creative development, media placement, translation, pass-through);

4.1.6.1.4.2. Description of the service performed or cost incurred;

4.1.6.1.4.3. Applicable milestone, deliverable, or task reference (if applicable);

4.1.6.1.4.4. Quantity, hours, or units billed (if applicable);

4.1.6.1.4.5. Applicable rate(s), unit cost(s), or actual cost(s); and

4.1.6.1.4.6. Extended amount per line item;

4.1.6.2. Media and Pass-Through Costs. For media purchases and other approved pass-through costs:

4.1.6.2.1. Such costs shall be billed at actual cost with no markup, unless expressly authorized in writing by the Agency

4.1.6.2.2. Invoices shall separately identify pass-through costs from Vendor labor or fees;

4.1.6.2.3. Vendor shall submit supporting documentation sufficient to substantiate each pass-through charge, which may include invoices from third parties, insertion orders, proof of placement, reconciliation reports, or similar documentation as reasonably required by the Agency; and

4.1.6.2.4. The Agency reserves the right to withhold payment for pass-through costs that cannot be adequately substantiated.

4.1.6.3. 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.

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…