2026-55-119 IVV CONTRACT FOR IFB FINAL 5.13.26.docx

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

Illinois Department of Healthcare and Family Services, Child Support Services (CSS) Child Support Automation and Innovation for Modernization (CS AIM) Independent Verification and Validation (IV&V) Services

2026-55-119/26-478HFS-MEDPR-B-51464

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) Child Support Services (CSS) uses the Key Information Delivery System (KIDS) to administer its legal mandate to provide child support services to citizens, whether they receive public assistance or apply for child support services. This automated caseload management system needs to be modernized to improve CSS’s performance and replace an aged technology platform. A feasibility study was conducted to replace the current system. The results of the feasibility study identified a transfer of the Florida Child Support Automated Management System (CAMS) as the preferred system alternative for replacing the existing system. Illinois embarked on its Child Support Automation and Innovation (CS AIM) project to modernize its outdated child support system. For the CS AIM project, CSS will provide management, oversight, planning, and quality review positions. CSS has already contracted with a Project Management Office (PMO) vendor, Quality Assurance (QA) vendor, a Design, Development, Implementation (DDI) vendor, and a Training and Implementation Support (TIS) vendor who are under the oversight of the CSS Project Management Team, in addition to the Independent Verification and Validation (IV&V) services requested in this IFB. The IV&V services will be provided concurrently with these other services.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

1.1.1. HFS requires the services of a qualified professional services organization to manage and provide Independent Verification and Validation (IV&V) for the Child Support Automation and Innovation for Modernization (CS AIM) Project. The Vendor will be responsible for specified independent verification and validation services in support of the development and implementation of a modernized Child Support Information System which will replace the existing Key Information Delivery System (KIDS).

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. The IV&V Vendor will provide independent verification and validation services for the CS AIM Project to accomplish a statewide child support enforcement system based on the Florida CAMS system. The Vendor shall comply with the requirements for the IV&V as set forth in the Office of Child Support Enforcement (OCSE) IVV Statement of Work Template, which can be found at: https://www.acf.hhs.gov/css/resource/ivv-statement-of-work-template and incorporated into this Contract as Attachment A, unless specific requirements/timelines are otherwise stated within this contract.

1.2.2. The IV&V Vendor will provide project management activities to support the IV&V services. The IV&V Vendor shall:

1.2.2.1. Develop an IV&V Management Plan for OCSE and HFS approval, which shall include at a minimum:

1.2.2.1.1. An organization chart reflecting the IV&V Vendor’s team structure, including the team’s place within the IV&V Vendor’s corporate structure, and providing contact information to be used for dispute resolution and customer feedback;

1.2.2.1.2. A schedule describing the IV&V Review periods, including tasks, activities, deliverables, and milestones, and the schedule’s critical path reflecting both IV&V Vendor’s and State’s delivery and response milestones;

1.2.2.1.3. A narrative description of all deliverables, including expected format, content, and organization, to be developed and delivered during the IV&V Reviews; and,

1.2.2.1.4. All applicable project lifecycle appropriate IV&V Checklist components to be utilized during the IV&V Reviews.

1.2.2.2. Provide the IV&V Management Plan directly to the cognizant Federal Office at the same time it is given to the State.

1.2.2.3. Provide a monthly status report to inform the HFS IV&V Contract Manager of current contract status, availability of

IV&V Service Vendor key personnel, work and deliverables expectations prospective to the next 60 days in contract schedule.

1.2.3. The IV&V Vendor will compile and deliver the IV&V Checklist addressing all project lifecycle phases as identified in the IV&V Statement of Work Template (See 1.2.1 & Attachment A). The Vendor shall:

1.2.3.1. Prepare the IV&V Checklist elements to be reviewed, observed, monitored, and commented on, in Question-and-Answer format.

1.2.3.2. Cross reference the IV&V Checklist elements to standards for Project Management, Software and Systems Development, and Engineering disciplines as found in IEEE, CMI, and PMBOK industry standards.

1.2.3.3. Update the IV&V Checklist elements before starting an on-site periodic IV&V Review.

1.2.4. IV&V Vendor will conduct an initial assessment of the CS AIM Project and provide an Initial IV&V Review Report. The Vendor shall:

1.2.4.1. Use the OCSE approved checklist.

1.2.4.2. Begin the Initial IV&V Review onsite within 45 days of contract execution.

1.2.4.3. Include in the Initial IV&V Review and submit to the IV&V Contract Manager, the following requirements:

1.2.4.3.1. A schedule of onsite review activities to be performed with State Project and Department.

1.2.4.3.2. A list of Project Team and Stakeholder interviews to be performed, documentation required to review.

1.2.4.3.3. A list of Project Documentation to be provided for IV&V Vendor review.

1.2.4.3.4. A list of Project Meetings to be attended and observed by the IV&V Vendor. The list of project meetings may change according to project requirements and/or needs.

1.2.4.4. Review and analyze collected project artifacts and draft the Initial IV&V Review Report.

1.2.4.5. Deliver a draft of the Initial IV&V Review Report to Federal OCSE and IV&V Contract Manager at same time.

1.2.4.6. Correct mistakes of fact to the draft version of the Initial IV&V Review Report, append to the draft version all comments, and redeliver the Initial IV&V Review Report, marked as Final, to OCSE, the IV&V Contract Manager, and the CS AIM Project Manager per OCSE direction.

1.2.5. The IV&V Vendor will conduct periodic IV&V Project Reviews and provide periodic IV&V Review Reports. The Vendor shall:

1.2.5.1. Conduct a periodic IV&V Project Review on a quarterly basis after the initial project review and report.

1.2.5.2. Submit to the IV&V Contract Manager with each periodic onsite IV&V Review, the following requirements:

1.2.5.2.1. A schedule of onsite review activities to be performed with State Project and Department.

1.2.5.2.2. A list of project team and stakeholder interviews to be performed, documentation required to review.

1.2.5.2.3. A list of project documentation to be provided for IV&V Vendor review.

1.2.5.2.4. A list of project meetings to be attended and observed by the IV&V Vendor. The list of project meetings may change according to project requirements and/or needs.

1.2.5.3. Review and analyze collected project artifacts and draft each periodic IV&V Review Report.

1.2.5.4. Deliver a draft of each periodic IV&V Review Report to Federal OCSE and IV&V Contract Manager at same time, no more than sixty (60) days after the start of the onsite portion of the periodic IV&V Review.

1.2.5.5. Correct mistakes of fact to the draft version of the periodic IV&V Review Report, append to the draft version all comments, and redeliver the periodic IV&V Review Report, marked as Final, to OCSE, the IV&V Contract Manager, and the CS AIM Project Manager per OCSE direction.

1.2.6. The IV&V Vendor will, upon request by HFS, provide a debriefing specific to the most recent IV&V Review Report. The Vendor shall:

1.2.6.1. Prepare and deliver a debriefing on the requested IV&V Report results to HFS and OCSE.

1.2.6.2. Conduct the requested debriefing within five (5) days of delivery of the final version of the specific IV&V Review Report.

1.2.7. The IV&V Vendor will, upon request by HFS, conduct one or more focused reviews and analysis. Focused review requests must be germane to the IV&V review process and may include items such as: network capacity, bandwidth and throughput analysis, and project deliverable compliance. In response to a focused review request the Vendor shall:

1.2.7.1. Prepare a Deliverable Expectations Document (DED), as defined in Section 5.1 Agency Definitions, to describe the IV&V Vendor’s plan for the requested service and revise it as needed to achieve concurrence.

1.2.7.2. Perform the requested review and/or analysis.

1.2.7.3. Prepare and deliver a Deliverable Observation Report (DOR) to: OSCE-IVV Statement of Work Template, (See 1.2.1. & Attachment A) addressing the requested service to the IV&V Contract Manager and OCSE.

1.2.7.4. Prepare and deliver a debriefing on the results of the DOR if requested with the concurrence and attendance of OCSE.

1.2.8. The IV&V Vendor will provide a project documents archive for each IV&V Review. The Vendor shall:

1.2.8.1. Provide an archive of project documents, as defined in OCSE IVV Statement of Work Template (See 1.2.1. & Attachment A) with each report.

1.2.8.2. Provide the project document archive for each IV&V Review with a copy of the associated invoice to HFS and OCSE.

1.2.9. The IV&V vendor will adhere to the IV&V Format and Content Reporting Requirements in the OCSE IVV Statement of Work Template (See 1.2.1. & Attachment A).

1.3. MILESTONES AND DELIVERABLES: Specific milestones and deliverables for this contract are identified below and based on the required supplies and services. All milestones and deliverables identified below will be required under the contract.

1.3.1. The IV&V Vendor shall provide the following in accordance with the identified timeframes or as directed by OCSE:

1.3.1.1. Submit the IV&V Management Plan within 30 days of contract execution.

1.3.1.2. Submit the IV&V Review Checklist within 30 days of contract execution.

1.3.1.3. Submit monthly Status Reports by the 5th business day of each month after contract execution.

1.3.1.4. Begin onsite Initial IV&V Review within 45 days of contract execution.

1.3.1.5. Submit a draft report of the Initial IV&V Review within 60 days or as otherwise directed by OCSE/HFS after the start of the onsite portion of the Initial IV&V Review.

1.3.1.6. Submit the finalized Initial IV&V Review and Report after the review, comments, and corrections approval to OCSE and HFS.

1.3.1.7. Begin the onsite Periodic IV&V Reviews within six months of contract execution or as otherwise directed by OCSE/HFS following the start of the Initial IV&V Review. The reviews shall not occur concurrently.

1.3.1.8. Submit a draft of the Periodic IV&V Review and Report, within 60 days or as otherwise directed by OCSE/HFS of the onsite portion of the respective periodic review.

1.3.1.9. Submit the finalized Periodic IV&V Review and Report after the respective periodic review, comments, and corrections approval to OCSE and HFS.

1.3.1.10. Submit report debriefing as requested by HFS/OCSE.

1.3.1.11. Submit the Deliverable Observation Report (DOR) as requested by HFS/OCSE.

1.3.1.12. Include document archives with each report submission.

1.3.2. No review will be considered complete until the approved documentation is delivered to and reviewed by the Federal OCSE and the State.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Vendor Qualifications: Vendor represents and warrants that it is an IV&V Vendor with experience supporting child support programs; that as a part of its regular business operations, provides full-service technical and management-based IV&V activities, performing periodic reviews of software development projects that include site visits employing various industry standards to conduct artifact analysis with interviews of a project’s team and stakeholders in order to fashion a comprehensive “snapshot” of a child support modernization project’s management and technical processes at work at a given point-in-time.

1.4.2. Organizational Capacity. Vendor 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.

1.4.3. Continuous Operation: Vendor represents and warrants that it has been in continuous operation providing IV&V services for a minimum of five (5) years immediately preceding the Bid opening date.

1.4.4. IV&V and Child Support Project Experience. Vendor must provide evidence of applicable experience serving as the prime IV&V Vendor on at least three (3) large scale business process and systems implementation planning and installation projects with at least one (1) being in child support programs within the past ten (10) years that meet all the following criteria:

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

1.4.4.2. Worked directly with Office of Child Support Enforcement (OCSE) in conjunction with IV&V activities; and

1.4.4.3. Demonstrated experience and expertise with processes related to federal planning documents and obtaining federal certifications necessary to ensure compliance requirements for a child support program.

1.4.5. Verification and Documentation. Compliance with Sections 1.4.3., 1.4.4., and 1.4.5. shall be demonstrated through submission of a completed

Attachment B – Vendor Qualifications Certification, which includes the firm background, dates of continuous operation, public sector IV&V experience, child support program information, OCSE and Federal Planning experience. Additionally, the Vendor shall provide a copy of their Business Registration with its Bid submission. The Business must be “in good standing” with the State/Entity of origin. A Business Registration is the formal process of legally establishing a business with the appropriate government authorities, this is the process through which a business becomes recognized by law so that it can operate, pay taxes, open bank accounts, hire employees and enter into contracts. This will be used by the Agency to validate the Vendor’s length of time in business.

1.4.6. 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.

1.4.7. Entity-Level Experience Requirement. For purposes of Sections 1.4.3.,

1.4.4 and 1.4.5, 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 employees shall not be credited unless such experience was performed by the individuals for the bidding Vendor under its current legal name or a legally continuous predecessor entity.

1.4.8. Non-Responsiveness. Failure to meet the requirements set forth in Sections 1.4.3., 1.4.4. and 14.5. or failure to submit a complete Attachment B – Vendor Qualifications Certification, shall render the bid non-responsive.

1.4.9. 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.

1.4.10. Key Personnel: Vendor must provide an IV& V Review Team consisting at a minimum of the following key personnel: IV&V Project Manager, Business Analyst, Technical Analyst and Subject Matter Expert(s).

1.4.10.1. Proposed Key Personnel must meet or exceed the minimum experience requirements set forth in this solicitation and must be available at Contract commencement.

1.4.10.2. Vendor shall not remove, replace, or materially reassign any Key Personnel identified in its bid without prior written approval by the Agency. Any proposed replacement must meet or exceed the minimum qualification and experience requirements set forth in this Section.

1.4.11. Key Personnel Qualifications: Unless otherwise approved by the Agency in writing, the Vendor shall ensure that all personnel assigned to perform services under this Contract meet at least the minimum qualifications set forth below:

1.4.11.1. IV&V Project Manager

1.4.11.1.1. A valid and active certification from the Project Management Institute (PMI) as a Project Management Professional (PMP) or approved equivalent.

1.4.11.1.2. At least three (3) years of experience as an IV&V Project Manager with large scale business processes and systems implementation planning and installation projects, specifically involving management of business process reengineering and systems implementations.

1.4.11.1.3. At least three (3) years of experience and expertise with processes related to federal planning documents and obtaining federal certifications necessary to ensure compliance requirements for child support programs.

1.4.11.2. Business Analyst

1.4.11.2.1. At least five (5) years of experience as a Business Analyst including project management experience with business analysis, business process reengineering (BPR), organizational change management techniques, and development of planning documents, for child support programs.

1.4.11.3. Technical Analyst

1.4.11.3.1. A bachelor’s degree in computer science, information technology, engineering or a closely related field; or

1.4.11.3.2. Equivalent professional experience

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

1.4.11.3.3. At least five (5) years of information technology experience with SAP platforms and transitioning large scale legacy systems to modernized systems and development of planning documents.

1.4.11.4. Subject Matter Experts

1.4.11.4.1. At least seven (7) years of functional child support knowledge or technical system knowledge to ensure the completion of IV&V review services as stated in the IVV Statement of Work.

1.4.12. Agency Determination and Enforcement.

1.4.12.1. The IV&V Vendor will provide IV&V Key Personnel for HFS and Federal OCSE approval. The Vendor shall:

1.4.12.1.1. Submit resumes, role descriptions, or other documentation to verify that personnel assigned to perform services under this Contract meet the qualification and experience requirements set forth herein within 14 days of Notice of Award.

1.4.12.1.2. Ensure personnel have experience and skills required to provide the IV&V services.

1.4.12.1.3. Provide Illinois with the right of refusal for any personnel assignments, replacements, substitutions, or reassignments of duties of personnel assigned to the IV&V services contract. Notify the state, in writing, of any requests for changes to the personnel assigned to the IV&V contract tasks.

1.4.12.1.4. Secure written approval from Illinois prior to making any changes to personnel after the contract award.

1.4.12.1.5. Ensure that replacement staff have comparable qualifications with staff being replaced.

1.4.12.1.6. Acknowledge that:

1.4.12.1.6.1. Illinois must submit personnel information to the cognizant Federal Office for their review and approval of the selected vendor’s personnel to this contract prior to contract execution.

1.4.12.1.6.2. All subsequent personnel changes may require prior federal review and approval, in addition to any Illinois approvals.

1.4.12.1.7. The Agency retains discretion to determine whether personnel assigned by the Vendor meet the minimum qualification and experience requirements, based on the requirements set forth herein. The Agency reserves the right to request removal/replacement of the Vendor’s staff due to non-performance. If such a request is made, the Vendor shall have fifteen (15) calendar days to locate a replacement candidate with the same or greater qualifications as outlined within Section 1.4.13. of the contract.

1.5. TRANSPORTATION AND DELIVERY: N/A

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. 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.

1.6.2. 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:

Amount to Be Paid:

Address:

Description of Work:

· Subcontractor Name:

Amount to Be Paid:

Address:

Description of Work:

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

1.6.3. 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.

1.6.4. 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).

1.7. WHERE SERVICES ARE TO BE PERFORMED:

1.7.1. 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.

1.7.2. The IV&V Vendor shall perform on-site review activities in Springfield, IL two weeks each quarter, or eight weeks annually. All travel expenses will be reimbursed in accordance with Section 6.1, Attachment A., Section 11, of the Statement of Work Template. The total travel budget shall represent the maximum reimbursable amount for travel-related expenses over the term of the contract. The vendor is responsible for managing travel expenditures within this budget and shall not exceed the stated amount without prior written approval from the State. Any costs incurred beyond the approved travel budget shall be the sole responsibility of the Vendor.

· Location where services will be performed:

Value of services performed at this location:

· 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 value is firm or estimated at the time it is submitted for obligation. The total value 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. 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.

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 maximum total payments under this contract shall not exceed 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 OF THIS CONTRACT: TERM OF THIS CONTRACT: This contract has an initial term of (2) two years. If a start date is not identified, then the term shall commence upon the last dated signature of the Parties.

3.1.1. In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed 10 years.

3.1.2. 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 RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s): Individual one-year option periods up to the maximum of three (3) optional years.

3.2.1 Pricing for the renewal term(s), or the formula for determining price, is shown in the pricing section of this contract.

3.2.2 Any renewal of this contract is subject to the same terms and conditions as apply to the initial term of this contract unless otherwise provided int the pricing section. The State may renew this 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. This contract may neither renew automatically nor renew solely at the Vendor’s option.

3.3 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.

3.3.1 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 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.

3.3.2 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.

3.4 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.

3.4.1 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.

3.5 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:

Healthcare and Family Services

Reconciliation Unit

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: Vendor shall, at its expense, ensure criminal background checks are completed prior to hiring any officer, employee, agent, or subcontractor whose position requires an active professional license(s) in Illinois, access to state web-based electronic case management systems, performance of any contract-related activities in the field, or access to protected health information (as defined in 45 CFR 160.103) or personal information (as defined in 815 ILCS 530/5). Vendor shall maintain a copy of the background check and shall provide copies of the full completed background check results and all requested background check documentation to the Department upon request. Any individual who does not pass the background check shall not perform any work related to the Contract.

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…