2026-55-001 Genetic Testing IFB.docx

The following information will become the contract between the awarded vendor and the Illinois Department of 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”.

Illinois Department of Healthcare and Family Services Contract Genetic Testing Services

2026-055-001 / 26-478HFS-CHSUP-B-49843

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:

1.1.1. The goal of the Illinois Department of Healthcare and Family Services (HFS) is to provide an efficient and reliable process for the determination of paternity through genetic testing in both judicial and administrative child support cases with results reported in accordance with federal and state guidelines.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. General Requirements: Vendor shall collect DNA samples from alleged fathers and/or mothers and/or children and/or others as directed by order, perform genetic tests as ordered by the court or HFS staff in paternity cases and provide test results and reports for DNA samples received from HFS staff, Vendor staff, HFS legal partners and from other states where Illinois has an active intergovernmental case.

1.2.1.1. Sample Collection

1.2.1.1.1. Vendor shall provide all necessary supplies and properly certified and trained individuals as per the Association for the Advancement of Blood & and Biotherapies (AABB) to collect tissue samples.

1.2.1.1.2.2. Located outside the State of Illinois but within the United States or its territories when HFS proceeds with long arm jurisdiction, as well as Military personnel.

1.2.1.1.2.3. HFS shall provide DNA sample collectors for all locations other than those listed in Section 1.2.1.1.2.1. and 1.2.1.1.2.2. HFS will provide the Vendor with a current list of HFS-designated collection sites upon contract execution and will notify the Vendor of any changes.

1.2.1.2. Genetic Testing and Test Results

1.2.1.2.1. Vendor shall have the ability to schedule sample collection appointments and shall coordinate scheduling genetic tests with HFS staff, HFS legal partners and other states where Illinois has an active intergovernmental case.

1.2.1.2.2. DNA samples collected by HFS staff, HFS legal partners and other states where Illinois has an active intergovernmental case will be delivered to the Vendor in prepaid mailers provided by the Vendor.

1.2.1.2.3. The Vendor shall perform DNA paternity testing at a certainty level of at least 99.99%, and in accordance with AABB testing standards and methodologies for parentage testing.

1.2.1.2.4. Vendor shall accept, store, and utilize all viable DNA samples provided by HFS, HFS legal partners, and/or other states in which Illinois has an active intergovernmental case.

1.2.1.2.5. The Vendor will be paid for each individual DNA test that results in a final test confirming or excluding paternity.

1.2.1.3. Quality Control

1.2.1.3.1. Vendor shall maintain written laboratory procedures for testing and partial retesting of DNA samples in accordance with AABB standards to prevent errors and the release of erroneous test results to HFS, and it shall make its procedures available to HFS upon request.

1.2.1.3.2. Vendor’s laboratory must follow the AABB retention and destruction of DNA sample guidelines and maintain the Agency’s collected DNA partial and completed samples for a minimum of five (5) years, along with related inventory records.

1.2.1.4. Communication Limitations and Public Information Requests

1.2.1.4.1. The Vendor and any of its subcontractors will have no communication with the mother, child, the alleged father, guardians, their families, or their attorneys about genetic testing results except under court order or when otherwise specifically directed to do so by HFS (e.g. during depositions or in court).

1.2.1.4.2. All inquiries from the mother, child, alleged father, guardians or their attorneys will be directed by the Vendor to the HFS Call Center.

1.2.1.4.3. The Vendor must notify HFS by email within one (1) business day of discovering any problem or unusual incident that arises regarding any DNA test conducted by the Vendor that could adversely affect HFS or HFS’ effort to establish paternity.

1.2.1.5. Training

1.2.1.5.1. The Vendor shall be responsible for all necessary training as determined by HFS including but not limited to the following:

1.2.1.5.1.1. Training Vendor staff and HFS legal partners on the required confidentiality protections for DNA sample collection and maintenance.

1.2.1.5.1.2. Training HFS staff and HFS legal partners in sample collecting for relationship testing purposes.

1.2.1.5.1.3. Continuing Legal Education Training for HFS and HFS legal partners on matters such as Chain of Custody, DNA Analysis, and Trial Testimony.

1.2.1.6. Testimony and Advice

1.2.1.6.1. The Vendor must provide a “Subject Matter Consultant” upon request and at no additional cost to HFS for testimony and consultation.

1.2.1.6.2. At HFS’ request and with at least five (5) business days written notification from HFS, the Vendor shall provide a qualified person(s) via electronic or personal appearance at a deposition, court or administrative hearing, to provide testimony as a subject matter witness at no additional cost to HFS. The method of appearance shall be determined by HFS.

1.2.1.6.3. The Vendor shall provide written and/or telephonic consultation to HFS’ legal partners, and/or a judge or hearing officer upon request by HFS at no additional cost to HFS.

1.2.1.6.4. The Vendor shall provide documentation and consultation of specific case events upon request by HFS at no additional cost.

1.2.1.7. Chain of Custody, Forms and Shipping Mailers

1.2.1.7.1. The Vendor shall provide to HFS a supply of Chain of Custody (COC) forms, along with related pre-paid shipment mailers in a quantity to transport all forms and DNA samples collected under this Contract.

1.2.1.7.2. The Vendor will utilize one or more reliable shipping companies for its mailers to its laboratory (e.g. Federal Express and United Parcel Service).

1.2.1.7.3. The Vendor shall provide and maintain a legal chain of custody process beginning with the collection of the sample and continuing through the time of completion of the test.

1.2.1.8. DNA Sample Collection Kits

1.2.1.8.1. The Vendor shall provide DNA sample collection supplies, instant cameras and film, along with chain of custody forms and pre-paid mailers to handle the volume of collections under this Contract to each HFS regional office and collection site as designated, determined, and requested by HFS in advance. There are approximately twelve (12) HFS collection sites statewide. If the number of collections sites increases, Vendor shall provide DNA sample collection supplies to handle the volume of collections under this Contract to the additional sites at no additional cost to HFS. DNA sample collection supplies include:

1.2.1.8.1.1. Sterile, color-coded cotton buccal swabs.

1.2.1.8.1.2. Color-coded sample envelopes.

1.2.1.8.1.3. Packaging with tamper-proof seals to securely contain the samples and chain of custody documentation.

1.2.1.8.1.4. Sterile, disposable gloves.

1.2.1.8.1.5. Instant camera and film.

1.2.1.8.1.6. Color-coded Client Identification/Chain of Custody Forms.

1.2.1.8.1.7. Overnight courier shipping pouches.

1.2.1.8.1.8. Prepaid air bills.

1.2.1.8.1.9. Donor attestation form.

1.2.1.9. Customer Service

1.2.1.9.1. The Vendor shall provide its secure Internet website for HFS to use within the terms of this Contract.

1.2.1.9.2. The Vendor shall participate in teleconference calls with HFS staff as requested by HFS.

1.2.1.9.3. The Vendor shall respond to HFS inquiries by the next business day.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Paternity Test Results Reporting

1.3.1.2. The Vendor shall ensure that all genetic test reports released by the Vendor are at least 99.99% accurate in their reporting of inclusionary or exclusionary test results or to be in accordance with AABB testing standards and methodologies for parentage testing.

1.3.1.3. At no additional cost to HFS, the Vendor shall provide an original test report (with clearly visible photograph of the noncustodial parent) to another government agency as directed by HFS. The Vendor shall release and provide genetic test reports to initiating states after approval and notification by HFS to the Vendor.

1.3.1.4. Upon execution of the Contract and each calendar year thereafter, Vendor shall email to HFS a summary of its procedures for processing and inspection of test results prior to release from the laboratory.

1.3.2. Test Turnaround Time

1.3.2.1. The DNA test turnaround time is seven (7) business days or less from the date the last DNA sample was received by the Vendor to the date HFS receives test results via the Vendor’s website.

1.3.2.2. Failure of the Vendor to maintain DNA test turnaround time of seven (7) business days or less during any calendar quarter may require, at the discretion of HFS and in an HFS approved format, a proposed “Corrective Action Plan” (CAP) submitted by the Vendor to HFS for review and approval that will rectify the problem.

1.3.2.3. If more than ten (10) DNA test results in a calendar quarter do not meet the DNA test turnaround time requirement, HFS may require a CAP from the Vendor, unless the Vendor has emailed HFS in advance, requesting an extension of time, and thereafter received written approval from HFS.

1.3.2.4. The Vendor shall promptly email HFS no later than the next business day if it becomes necessary to perform extended testing that will exceed contracted test turnaround time. All explanations shall be sent by email to HFS and will specify the additional number of calendar days needed to deliver the test results along with the reason the extra time is needed. Requests for extensions of DNA test turnaround time shall be emailed by the Vendor no less than one (1) business day in advance of the seven (7) business day turnaround time to HFS. HFS shall thereafter respond by email to the Vendor’s request for an extension of time. Extension time approvals from HFS must be included with monthly invoicing documentation provided by the Vendor to HFS to enable payment for exceptions. If not provided, any billed item that exceeds the required seven (7) business day DNA test turnaround time will not be paid.

1.3.3. Vendor Operating Procedures

1.3.3.1. The Vendor will provide its buccal swab collection and chain of custody operating, to include proper handling and mailing of the DNA samples and chain of custody forms, procedures and any associated training materials to HFS upon request after the start of the Contract, in an HFS-approved electronic format such as Microsoft Word, Power Point, or Excel..

1.3.3.2. The Vendor will make its knowledgeable staff available to review its procedures and any associated and subsequent updates, with HFS staff, after the materials are delivered. Subsequent updates will be provided to HFS within ten (10) business days of the effective date of the update.

1.3.3.3. The Vendor will provide the names, email addresses, and phone number of staff within their organization who can be contacted by HFS for training questions, scheduling issues, and advice (as needed). The Vendor shall respond to HFS emails and/or phone contact within one (1) business day. In the event of a Vendor sample collector no-show, Vendor shall notify HFS at least two (2) hours prior to the start of the scheduled genetic testing appointment that a collector may not appear and respond to any HFS email and/or phone contact inquiries regarding the collector no-show within 30 minutes.

1.3.3.4. The Vendor will cooperate with HFS in its modernization efforts as it transitions to its new Statewide Child Support system, including participating in planning discussions and making requested adjustments to reporting or scheduling processes as directed by HFS.

1.3.4. Performance Reports

1.3.4.1. Reports in a format to be determined by HFS will be provided to the Vendor. Reports will include but may not be limited to Vendor monthly and quarterly performance.

1.3.4.2. The Vendor shall submit electronically to HFS a statewide performance “Monthly Performance Report” broken out by county.

1.3.4.3. The Monthly Performance Report shall be emailed to HFS by the 15th of each month for all work performed in the previous calendar month.

1.3.4.4. The Monthly Performance Report shall contain, at a minimum, the Vendor’s performance as it relates to each Service Level Performance and related Performance Guarantee along with the number of DNA tests schedules; the number of DNA complete tests performed; the average turnaround time for performance; the number of partial cases closed and pending; the number of cases in which exclusion was obtained and the number of re-test requests.

1.3.4.5. Vendor shall email to HFS a “Quarterly Operation Effectiveness Report” within fifteen (15) calendar days after the end of each calendar quarter to explain quarterly performance in relation to this Contract. The report shall detail specific methods for reaching and maintaining each Service Level Performance Measure and Standard, and it will explain how effectiveness is measured. After the first calendar quarter of the Contract term, each quarterly report will include a recap of the previous quarter’s results.

1.3.4.6. Upon advance request by HFS, the Vendor must provide ad hoc reports to HFS. Reports requested may include genetic test reports or ad hoc status or performance reports in a format approved by HFS.

1.3.5. Service Level Performance Measures: The Vendor is responsible for meeting the Service Level Performance Measures and related Standard listed below. If the Vendor does not meet the below, HFS may require that a Corrective Action Plan (CAP) be submitted by the Vendor when its performance falls below a Standard.

from the Vendor, unless the Vendor has emailed HFS in advance, requesting an extension of time, and thereafter received written approval by HFS.

1.3.5.2. Service Level Performance #2 Erroneous Test Results

1.3.5.3. Service Level Performance #3 DNA Sample Collector’s Presence at Scheduled Appointments

1.3.5.4. Corrective Action Plan: In the event HFS identifies any deficiencies with the Vendor’s performance based on 1.3.5, HFS may require a Corrective Action Plan (CAP) to resolve the deficiencies.

1.3.5.5. The proposed CAP must be submitted to HFS within ten (10) business days of the date the request is made.

1.3.5.6. HFS shall notify the Vendor within ten (10) business days of the receipt of a CAP whether the plan is acceptable and will allow ten (10) business days for the Vendor to submit a clarification or revision if the plan is determined to be unacceptable to HFS.

1.3.5.7. Upon HFS’ acceptance of the CAP, the Vendor shall have up to thirty (30) calendar days, or a period mutually agreed upon, to rectify the deficiencies. Failure to respond to a request for a CAP, or failure to meet a CAP may result in termination of the Contract for cause.

1.3.5.8. While Vendor is on a CAP under 1.3.5.1. or 1.3.5.2., HFS may hold back ten percent (10%) of the monthly invoiced amount until the issue with the CAP is resolved. Hold-back funds under this section will be released upon CAP resolution as determined by HFS.

1.3.5.9. While Vendor is on a CAP under 1.3.5.3. (presence at scheduled appointments), Vendor will be penalized twenty five percent (25%) of the invoiced amount for the scheduled appointments missed by a DNA sample collectors’ failure to appear for scheduled appointments.

1.3.6. Invoicing:

1.3.6.1. The Vendor will be paid for each individual DNA test that results in a final test confirming or excluding paternity.

1.3.6.2. The Vendor shall email a complete and accurate monthly invoice to HFS -.

1.3.6.3. HFS shall pay only for timely and accurate performance results that meet the requirements of this Contract. The Vendor will be paid by IVD case numbers provided by HFS that are assigned to parties in DNA test cases and are included in the monthly billings.

1.3.6.4. The Vendor shall email its monthly invoice by the tenth (10th) of each month unless it needs additional time and notifies HFS in advance by email of extenuating circumstances with justifying reasons that will cause a delay in submitting its monthly invoice.

1.3.6.5. The Vendor’s invoices shall include DNA test cases. Upon notice from HFS that paternity has been established or that a DNA paternity test is no longer needed, the Vendor shall terminate the DNA testing process for the case. HFS will not compensate the Vendor for tests that are completed after notice is given by HFS to terminate testing.

1.3.6.6. The Vendor will produce an electronic invoice that contains the following information in the format required by HFS, including all individuals from whom samples are collected. Per individual, the following additional information will be provided.

1.3.6.6.1. The Vendor’s case control number

1.3.6.6.2. IV-D case number

1.3.6.6.3. Client’s name

1.3.6.6.4. Child(ren) name(s)

1.3.6.6.5. Noncustodial Parent’s name

1.3.6.6.6. Date sample obtained (per individual)

1.3.6.6.7. Test performed

1.3.6.6.8. Indication of inclusion or exclusion

1.3.6.6.9. Turnaround time

1.3.6.6.10. Charge per test

1.3.6.6.11. Any additional information required by HFS.

1.3.7. Transition upon Expiration or Termination of Contract

1.4.1. Vendor shall be AABB certified and shall provide services in accordance with all applicable State and Federal rules, regulations, directives, standards, ordinances, and laws in effect or promulgated during the term of the Contract. Vendor should submit proof of AABB certification at time of bid submission.

1.4.2. Vendor shall maintain AABB accreditation as a parentage testing laboratory during the term of the Contract. Should the Vendor lose such accreditation during the term of the Contract, the Vendor shall notify HFS immediately, and the Vendor may be terminated at HFS’ sole discretion.

1.4.3. Vendor shall have and maintain the capacity to complete at least one thousand five hundred (1,500) tests each month throughout the term of the Contract. All quantities indicated are estimates and are no guarantee of future usage or orders.

1.4.4. Vendor shall have at least five (5) year of experience collecting or arranging for the collection of DNA samples by buccal swabs. Vendor shall complete and submit the Vendor Experience Attestation Form (Exhibit 1) at the time of bid submission. Failure to submit a completed attestation form shall result in the Vendor being deemed non-responsive. This attestation must be signed by an authorized representative of the Vendor.

1.5. SUBCONTRACTING:

Subcontractors are allowed.

1.5.1. 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.

1.5.2. 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

· Subcontractor Name: Click here to enter text

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

1.5.3. 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.

1.5.4. 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).

1.6. 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:

· Value of services performed at this location: ___________________________

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 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.

2.2.1. The quantities indicated in the BidBuy Items Tab are for evaluation purposes only and are no guarantee of actual usage or future orders.

2.2.2. The annual number of DNA collection requests may increase or decrease throughout the term of the Contract. HFS does not guarantee that its collection volume will increase, decrease, or remain the same as in past years.

2.3. RENEWAL COMPENSATION: If the contract is renewed, the price shall be at the same rate as for the initial contract term, unless a different compensation or formula for determining the renewal compensation is stated in this section. Notwithstanding the foregoing, renewal pricing is subject to Section 3.1.2, which allows cost increases at each renewal not to exceed two and one-half percent (2.5%) over the prior year’s cost.

2.3.1. Vendors renewal pricing is per the quote upon which the award was determined. Quote number ENTER QUOTE NUMBER. The awarded quote number will be entered by the State prior to execution of the contract.

2.4. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $Click here to enter text the BidBuy Purchase Order amount 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 of four (4) years, commencing 1/1/2027. 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 contract term identified above, the State reserves the right to renew this contract for up to six (6) years, in a combination of two-year increments, not to exceed the total allowable term. Renewals may be exercised at the sole discretion of the State based on administrative or programmatic needs. The following pricing conditions will apply to any renewal combination:

3.1.2.1. Cost increases are allowed at each renewal and shall not exceed 2.5% over the prior state fiscal year’s cost.

3.1.2.2. The State may elect to issue one or more renewal notices reflecting any combination of the above renewal periods, provided the total renewal term does not exceed ten (10) years.

3.1.2.3. These pricing limitations apply regardless of how many renewal years are executed at once. No frontloading, cumulative increases, or averaged adjustments shall be permitted. Vendors must apply the allowed increases only in the designated years and at the specified capped rate.

3.1.3. 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 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.

3.2.1. 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 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.

3.2.2. 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.

3.3.1. 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 on Vendor’s invoices shall have no force and 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 (http://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 the contract, and the amount billed and expenses incurred are as allowed in the 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 the completion of the contract unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

City, State & Zip:

Springfield, IL 62701

Email:

HFS.DOF.BBCM.EPRU@illinois.gov

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 the 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…