6-New Supply Template - 041320.docx

CONTRACT FOR SUPPLY

DOCUMENT NO.H _________

SUPPLY,

WITH: _________________________________

ISSUED BY THE OFFICE OF CHIEF PROCUREMENT OFFICER

REQ# 140000_________/INITIALS/DATE

CONTRACT FOR SUPPLY

H

PART I

This Contract is made and entered into by and between ________________ (hereinafter “Contractor”) and the County of Cook, Illinois, a body politic and corporate, (hereinafter “County”) through Cook County Health (hereinafter “CCH”) pursuant to authorization by the Cook County Health Board of Directors on ______________ as evidenced by the Board Approval Request attached hereto as Exhibit 1.

WHEREAS, the County is responsible for procuring goods for CCH and its Facilities, which provide services to the residents of Cook County, Illinois, and has delegated this responsibility to the Board of Directors of CCH; and

WHEREAS, CCH requires the following goods consisting of________________.

WHEREAS, the Contractor is able and willing to provide such goods, hereafter referred to as the “Contract Goods” as may be required by the County, upon the terms and conditions hereinafter provided and in consideration of the fees as set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual undertakings herein set forth, the parties agree as follows:

I. CONTRACT GOODS. The Contractor agrees to provide the Contract Goods as set forth in Exhibit A, _________________ of this Contract, in accordance with the terms set forth in this Contract.

V. ATTACHMENTS. This Contract incorporates the following additional documentation:

Attachment 1: Definitions Attachment 2: Distribution Services Attachment 3: Facilities

VI. ENTIRE AGREEMENT; ORDER OF PRECEDENCE. This Contract consists collectively of Part I), Contract; Part II), General Conditions; Exhibit A, Exhibit B, Exhibit C with attachments. It is expressly agreed that the provisions set forth in this Contract constitute all the understandings and agreements between the parties. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Contract are of no force and effect.

Wherever possible, the parts of this Contract shall be construed to be consistent with one another. However, if a conflict occurs, except as otherwise expressly provided, this Contract shall be interpreted and construed based upon the following order of precedence of component parts, which order of precedence shall govern to resolve all cases of conflict, ambiguity or inconsistency: 1.) Part I, Contract; 2.) Part II, General Conditions; and 3.) Exhibits and attachments

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date countersigned by CCH.

(“CONTRACTOR”)

Signature Title

Printed Name Date

PART II: GENERAL CONDITIONS

For purposes of these General Conditions, references to the “County” include Cook County Health (“CCH”) and references to “CCH” include the “County.”

GC-01 SUBCONTRACTING OR ASSIGNMENT OF CONTRACT OR CONTRACT FUNDS

CCH has engaged the Contractor to perform all Services and to provide all the Goods, Services and/or Deliverables and Contractor hereby accepts such engagement upon such terms. Contractor shall be the prime contractor hereunder, and, subject to the terms and conditions hereof, Contractor hereby assumes full and total responsibility for obtaining and providing the Deliverables described herein.

Contractor agrees, in accordance with terms and conditions of this Contract, to: (i) act at all times as the single point of reference and contact for CCH with regard to this Contract and all performance hereunder; (ii) to procure and provide to CCH all of the Deliverables specified in this Contract, regardless of whether any particular Goods or services are manufactured or supplied directly by Contractor or through third parties; (iii) to provide, install, configure, implement and integrate the Deliverables and to furnish efficient business administration and project management services with respect to the engagement, and appropriately supervise all work performed as part of the engagement, as necessary and appropriate to complete the installation, configuration, implementation and integration of such Deliverables; (iv) to provide ongoing support, maintenance, and repair of all such Goods; (iv), and to perform all of the Services described in this Contract including, but not limited to, coordinating the related activities of any of Contractor’s subcontractors and any applicable manufacturers, supplies, or licensors.

Once awarded, this Contract shall not be subcontracted or assigned, in whole or in part, without the advance written approval of the Director of Supply Chain Management (“SCM Director”) or SCM Director designee in his or her sole discretion. In no case, however, shall such approval relieve the Contractor from its obligations or change the terms of the Contract. The Contractor shall not transfer or assign any Contract funds or any interest therein due or to become due without the advance written approval of the SCM Director. The unauthorized subcontracting or assignment of the Contract, in whole or in part, or the unauthorized transfer or assignment of any Contract funds, either in whole or in part, or any interest therein, which shall be due or are to become due the Contractor shall have no effect on the County. Notwithstanding the foregoing, the Parties agree that assignment of this Contract, in whole or in part, within an enterprise of which either party is a part or to a successor organization by merger or acquisition does not require the consent of the other, but in the event if such merger or acquisition, the Contractor shall provide notice to the SCM Director as soon as practicable. CCH shall have the right to terminate the Contract for convenience, in the event CCH in its sole discretion deems such merger or acquisition to have impaired the Contract.

Prior to the commencement of the Contract, the Contractor shall identify in writing to the SCM Director all subcontractors it intends to use in the performance of the Contract. The SCM Director shall have the right to disapprove any subcontractor. Identification of subcontractors to the SCM Director shall be in addition to any communications with County offices other than the SCM Director. All subcontractors shall be subject to the terms of this Contract. Contractor shall incorporate into all subcontracts all the provisions of the Contract which affect such subcontract. Copies of subcontracts shall be provided to the SCM Director upon request.

GC-02 PERSONNEL

The quality, experience and availability of personnel employed by the Contractor are of the essence. The Contractor shall provide the County with a list of all key personnel to be used on the project and their designated assignment. The list shall include the qualifications of each person named. The County may at any time request, in writing, the Contractor to remove any of the Contractor's assigned personnel for cause and forthwith furnish to the County other acceptable personnel with thirty (30) days of notification. Notwithstanding the County's approval of Contractor's personnel, the Contractor shall be fully responsible to County for all work performed pursuant to this Contract by Contractor's employees, subcontractors or others who may be retained by the Contractor with the approval of the County. To the extent this Contract provides for Contractor to perform services for CCH, Contractor shall familiarize itself with the current Cook County Living Wage established by the County’s Chief Financial Officer and shall document that employees assigned to provide services hereunder are paid not less than the applicable Cook County Living Wage. To the extent that Contractors employees or subcontractor employees engage in construction hereunder, Contractor shall familiarize itself with the Illinois Prevailing Wage Act and shall document that employees assigned to perform construction hereunder are paid not less than the applicable Illinois Prevailing Wage. Additionally, as applicable, Contractor’s employees or subcontractors will provide services that require an appointment to the Medical Staff and/or that require appropriate clinical privileges, Contractor shall assure that such appointments and/or privileges have been secured prior to permitting such persons to provide the subject services.

If the Services provided pursuant to this Contract are janitorial cleaning services, window cleaning services, elevator operator and starter services, and security services, they are considered “Covered Services” within the meaning of Cook County Ordinances, Section 34-163. In executing this contract, Contractor certifies all personnel assigned to provide Covered Services hereunder shall receive not less than the prevailing rate of wages, fringe benefits and prevailing working conditions, as defined hereunder. To satisfy the County’s requirements, wages, fringe benefits and working conditions shall be no less favorable than those posted by the Chief of the Bureau of Human Resources on the County’s website or, in the absence of information posted thereon, as posted on the website of the State Department of Labor. Contractor shall provide documentation in support of its certification as requested by CCH.

GC-03 INSURANCE

Contractor will maintain, at Contractor’s sole cost and expense and in full force and effect, for the term at least the following insurance, through policies with reputable and financially sound insurance organizations or through a program of self-insurance acceptable to CCH, to cover loss and damage arising from the furnishing of goods, equipment, supplies, services and/or deliverables (collectively, “Contractor-Required Insurance”):

Workers’ compensation insurance in accordance with the Laws of the State of Illinois and any other applicable jurisdiction, with at least the following coverage:

1. Employer’s liability with minimum limits of $1,000,000 each accident and $1,000,000 each employee by disease and minimum $1,000,000 policy limit by disease; and

1. Broad form all States.

Commercial general liability insurance for bodily injury and property damage, including loss of use, with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate for bodily injury and property damage combined. The commercial general liability insurance must include at least the following coverage:

1. All premises and operations;

1. Broad form blanket contractual liability;

1. Products and completed operations;

1. Broad form property damage liability; and

1. Cross liability.

Comprehensive automobile liability insurance for all owned, non-owned and hired automobiles, trucks and trailers, with at least the following coverage:

1. For all automobiles, minimum limit of $1,000,000 per occurrence for bodily injury and property damage combined; and

1. For uninsured motorists, in accordance with the Laws of the State of Illinois.

Umbrella and excess liability insurance with minimum limits of $2,000,000 per occurrence for all liability and $2,000,000 aggregate per policy year separately for products and completed operations.

Professional liability and errors and omissions insurance for all activities Contractor undertakes pursuant to this Contract with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate and a retroactive date on or before execution of this Contract.

Cyber liability insurance with minimum limit of $10,000,000 aggregate and no sub-limits under $5,000,000 for CCH’s costs and expenses related to or liability arising from any of the following:

1. Unauthorized access to, or use, disclosure, or acquisition of personal, confidential or health-related information (including Confidential Information and Protected Health Information) and any related forensic, crisis management, legal, public relations and investigation costs;

1. Unauthorized access to, use of, or tampering with computer or network systems or programs, including inability of an authorized third party to gain access to services, denial of service attacks, or other hacker incidents;

1. Introduction of malware or a computer virus into, or otherwise causing damage to, a third party's computer or network system, or similar computer-related property and damage or loss of the data, software, and programs thereon;

1. Any government fines, penalties, audits, investigations or other inquiries resulting from the alleged or actual unauthorized access to or use, disclosure, or acquisition of personal, confidential or health-related information (including Protected Health Information) or network security liability incident;

1. Third-party breach response, notification, call center, printing and credit-monitoring costs;

1. Multi-media and technology professional liability; and

1. Business interruption loss due to any of the foregoing exposures or incidents.

Additional Requirements.

Contractor-Required Insurance must meet the following additional requirements:

0. Contractor-Required Insurance must be primary to and non-contributory with respect to any other insurance or self-insurance that may be maintained by CCH, and must contain cross-liability coverage and a separation of insureds or severability-of-interest clause.

Contractor will procure waivers of subrogation in favor of CCH applicable to all Contractor-Required Insurance.

Any Contractor-Required Insurance written on a “claims-made,” rather than an “occurrence” basis, must include an extended reporting period, or “tail,” of no less than five (5) years following expiration or termination of this Contract.

Evidence of Coverage.

Contractor will furnish to CCH certificates of insurance or other documentation sufficient to evidence Contractor’s maintenance of the Contractor-Required Insurance prior to the Effective Date of this Contract and thereafter upon CCH request. Contractor will notify CCH in writing of the impending termination, non-renewal, expiration, lapse or material change of any Contractor-Required Insurance at least 30 days prior thereto. Contractor will immediately notify CCH upon receipt of a cancellation or non-renewal notice for any Contractor-Required Insurance.

Insurer Qualifications.

Each insurance company providing any Contractor-Required Insurance must be licensed or approved by the State of Illinois Department of Insurance and have a financial strength and size rating no lower than “A-“ and “(VII)”, respectively, as listed in A.M. Best’s Key Rating Guide (current edition or interim report). Insurance companies with financial strength and size ratings lower than “A-“ and “(VII)” may be acceptable upon the written consent of the CCH Chief Procurement Officer.

Additional Insureds.

Contractor-Required Insurance will name CCH and County as additional insureds on a primary basis for liability directly or indirectly arising out of or related to the furnishing of goods, equipment, supplies, services and/or deliverables.

Contractor’s Obligations and Liabilities.

Contractor’s maintenance of Contractor-Required Insurance pursuant to this GC-03 INSURANCE will not lessen nor affect Contractor’s other obligations or liabilities under this Contract or applicable Law.

Downstream Insurance Requirements.

Contractor will contractually require its subcontractors performing under this Contract to maintain a minimum amount of commercial general liability insurance, professional liability and errors and omissions insurance, and cyber liability insurance comparable to the insurance requirements applicable to Contractor under this GC-03 INSURANCE.

GC-04 INSPECTION AND RESPONSIBILITY

This paragraph shall be applicable to the sale of Goods: At all times during the term of the Contract and at any location where the Contract is performed, the County shall have a right to inspect any Goods provided in carrying out this Contract. The Contractor shall be solely responsible for the quality and standards of all Goods furnished under this Contract. Goods may be rejected by the SCM Director and/or the Designee of the Using Department if they fail to meet Contract requirements. In the event of such rejection, Goods shall be replaced and/or re-performed by the Contractor promptly and at no additional cost to the County. Any Goods rejected shall be removed within a reasonable time from the premises of the County at the entire expense of the Contractor, after notice has been given by the County to the Contractor that such have been rejected. As applicable, Goods shall be provided in a manner that complies with all accreditation standards including, but not limited to, the Medicare Conditions of Participation and standards of The Joint Commission.

This paragraph shall be applicable to the procurement of Services. Contractor shall be solely responsible for the quality and standards of all Services and applicable Deliverables furnished under this Contract and shall comply with the performance indicators described in Exhibit 2: Scope of Work. Deliverables may be rejected by the SCM Director and/or the Designee of the Using Department if they fail to meet Contract requirements. In the event of such rejection, Services shall be re-performed by the Contractor promptly and at no additional cost to the County, Services shall be provided in a manner that complies with applicable accreditation standards including, but not limited to, the Medicare Conditions of Participation and standards of The Joint Commission.

GC-05 INDEMNIFICATION

The Contractor covenants and agrees to indemnify and save harmless the County and its CCH, directors, commissioners, officials, employees, agents and representatives, and their respective heirs, successors and assigns, from and against any and all costs, expenses, attorneys’ fees, losses, damages and liabilities incurred or suffered to the extent caused directly and proximately by the negligence or willful misconduct of Contractor, its officers, agents, employees, contractors, subcontractors, in the course of performing services hereunder. The Contractor expressly understands and agrees that any Performance Bond or insurance protection required of the Contractor, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify the County as herein provided. The County shall give the Contractor prompt notice of any such claim and County will consult with Contractor in the defense and settlement thereof. Subject to applicable law, approval of the Cook County State’s Attorney, if required, and at the sole discretion of the County, the County may assign defense to the Contractor.

GC-06 PAYMENT

Pursuant to the Cook County, Illinois Code of Ordinances Sec. 34-310 and 34-311. Invoices required for all Service contracts.

(a) Work Performed. Contractor shall maintain and submit for review upon request by CCH, itemized records indicating the dates that Services were provided, a detailed description of the work performed on each such date, and the amount of time spent performing work on each such date.

(b) Expenses. Contractors shall submit documentation of the types and amounts of expenses incurred related to the work performed if the Contractor seeks reimbursement for any such expenses incurred.

(c) Invoice Documentation. Contractor shall submit itemized records indicating the dates or time period, in which the Services being invoiced were provided, a detailed description of the work performed for the time period being invoiced and the amount of time spent performing work for the time period in question. In addition, all Contracts for services that are procured as Sole Source must also contain a provision requiring the Contractor to submit itemized records indicating the dates that services were provided, a detailed description of the work performed on each such date, and the amount of time spent performing work on each such date.

(d) Payment. All Contracts for Services shall further require that the itemized work and expense records required in Section 34-310(b) and (c) be submitted to the Using Agency with the Contractor's invoice as a condition of payment for any services rendered.

This paragraph applies to Goods and Services. Notwithstanding the foregoing all invoices submitted by the Contractor shall be in accordance with the cost provisions contained in the Contracts. All invoices shall have a valid Purchase Order issued by CCH prior to invoicing CCH. No payments shall be made if invoices fail to comply with the requirements of this paragraph. County payment terms shall be Net 45 days from invoice date. Contractor shall not be entitled to invoice the County for any late fees or other penalties.

GC-07 PREPAID FEES

In the event this Contract is terminated by either party, for cause or otherwise, and the County has prepaid for any Goods, Services, or Deliverables, Contractor shall refund to the County, on a prorated basis to the effective date of termination, all amounts prepaid and not actually provided as of the effective date of the termination. The refund shall be made within fourteen (14) days of the effective date of termination.

GC-08 TAXES

Federal Excise Tax does not apply to materials purchased by the County by virtue of Exemption Certificate No. 36-75-0038K. Illinois Retailers' Occupation Tax, Use Tax and Municipal Retailers' Occupation Tax do not apply to Goods or Services, purchased by the County by virtue of statute. The price or prices quoted herein shall include all other federal and/or state, direct and/or indirect taxes which apply to this Contract. The County's State of Illinois Sales Tax Exemption Identification No. is E-9998-2013-07.

GC-09 PRICE REDUCTION

If at any time after the contract award, Contractor makes a general price reduction in the price of any of the Goods, Services, or Deliverables the equivalent price reduction based on similar quantities and/or considerations shall apply to this Contract for the duration of the Contract period. For purposes of this Section GC-09, Price Reduction, a general price reduction shall include reductions in the effective price charged by Contractor due to rebates, financial incentives, discounts, value points or other benefits with respect to the purchase. Such price reductions shall be effective at the same time and in the same manner as reductions Contractor makes in the price of the Goods, Services, or Deliverables to its prospective customers generally.

GC-10 CONTRACTOR CREDITS

To the extent the Contractor gives credits toward future purchases of goods or services, financial incentives, discounts, value points or other benefits based on the purchase of the materials or services provided for under this Contract, such credits belong to the County and not any specific using department. Contractor shall reflect any such credits on its invoices and in the amounts it invoices the County.

GC-11 DISPUTES

Any dispute arising under the Contract between the County and Contractor shall be resolved by the SCM Director and Contractor to the extent possible. The parties will use good faith efforts to resolve a dispute within sixty (60) days following notification received by either party of a dispute. Notwithstanding a dispute, the parties shall continue to discharge their obligations, duties and responsibilities set forth in the Contract during any dispute resolution proceeding unless otherwise agreed to in writing.

Dispute resolution as provided herein shall be a condition precedent to any other action at law or in equity. However, unless a notice is issued by the SCM Director indicating that additional time is required to review a dispute and the Contractor is in agreement, the parties may exercise their contractual remedies. No inference shall be drawn from the absence of a response by the SCM Director.

GC-12 DEFAULT

Contractor shall be in default hereunder in the event of a material breach by Contractor of any term or condition of this Contract including, but not limited to, a representation or warranty, where Contractor has failed to cure such breach within ten (10) days after written notice of breach is given to Contractor by the County, setting forth the nature of such breach. In the event Contractor shall breach any material terms or conditions of this Contract on more than one occasion during any twelve month period during the term hereof, or in the event Contractor expresses an unwillingness or inability to continue performing the Contract in accordance with its terms, the County may, at its option, declare the Contractor to be in default and the County shall be entitled to exercise all available remedies including, but not limited to, termination of the Contract, without affording the Contractor further opportunity to cure such breach. Failure of County to give written notice of breach to the Contractor shall not be deemed to be a waiver of the County’s right to assert such breach at a later time, should the Contractor commit a subsequent breach of this Contract.

County shall be in default hereunder if any material breach of the Contract by County occurs which is not cured by the County within ninety (90) days after written notice has been given by Contractor to the County, setting forth the nature of such breach.

GC-13 COUNTY'S REMEDIES

Following notice of material breach to Contractor, the County reserves the right to withhold payments otherwise owed to Contractor until such time as Contractor has cured the breach. Except as extended in writing by the SCM Director, if the Contractor fails to remedy a material breach during the ten (10) day cure period pursuant to General Condition GC-12, Default, or if Contractor commits a subsequent material breach within a twelve month period or expresses an unwillingness or inability to continue performing the Contract in accordance with its terms, the County shall have the right to terminate this Contract upon written notice to the Contractor which shall set forth the effective date of such termination. In addition, the County shall have the right to pursue all remedies in law or equity.

GC-14 CONTRACTOR'S REMEDIES; LIMITATION ON COUNTY LIABILITY

If the County has been notified of breach and fails to remedy the breach during the cure period pursuant to General Condition GC-12, Default, the Contractor shall have the right to terminate this Contract upon not less than thirty (30) days prior written notice to the County, which notice shall set forth the effective date of termination. Contractor shall have the right to pursue all remedies available in law or equity. Irrespective of the exercise of remedies hereunder, Contractor shall not disrupt the County’s operations, suspend Services or withhold the delivery of and Deliverable, or repossess any component thereof. Additionally, Contractor shall not be entitled to suspend the delivery of any Deliverable or the provision of Services at any time during the term of this Contract or any renewal options without the express written authorization of the SCM Director or his designee.

CCH shall be not liable for any consequential, exemplary, incidental, indirect, or special damages or costs including, but not limited to, lost profits or loss of goodwill, resulting from any claim or cause of action based upon breach of warranty, breach of contract, negligence, strict liability, or any other legal theory, even if Contractor has been advised, knew, or should have known of the possibility thereof. CCH’s aggregate liability shall be limited to the Contractor’s actual provable direct damages not to exceed the amount of the Contract as awarded by CCH Board of Directors, which amount is set forth on the Board Authorization Request and/or in Part I of this Contract (the “Maximum Contract Amount”) less all amounts paid to Contractor hereunder shall be limited as set forth in this Section. In no event shall CCH’s liability be the aggregate amount of multiple contracts.

GC-15 DELAYS

Contractor agrees that no charges or claims for damages shall be made by Contractor for any delays or hindrances from any cause whatsoever during the progress of any portion of this Contract.

GC-16 MODIFICATIONS AND AMENDMENTS

The parties may from time to time during the term of the Contract make modifications and amendments to the Contract but only as provided in this section. Such modifications and amendments shall only be made by agreement in writing.

The SCM Director may agree in writing to amend this Contract provided that, such amendment individually or cumulatively increases the amount payable to Contractor to One Hundred Fifty Thousand ($150,000) Dollars or more or, in the case of a Contract that was originally approved by the CCH Board, by more than ten percent of the Maximum Contract Amount, such amendment shall require the approval of the CCH Board of Directors. Similarly, amendments which extend the term of the Contract by one year or longer shall require the approval of the CCH Board of Directors.

Subject to the foregoing, the Director of the Using Department may, by written order, make changes with respect to the dates of delivery and places of performance of the Contract. Contractor is hereby notified that, except for modifications and amendments which are made in accordance with this Section GC-16, Modifications and Amendments, no County department or employee thereof has authority to make any modification or amendment to this Contract.

GC-17 PATENTS, COPYRIGHTS AND LICENSES; OWNERSHIP OF DOCUMENTS

(1) Furnishing of license rights and authorizations. Unless otherwise provided in this Contract, Contractor hereby grants to the County a perpetual and irrevocable, non-exclusive, non-transferable, fully paid-up and royalty-free license (or, as applicable with respect to software that constitutes a third-party product, sublicense) and right to use the software and its Documentation for the County’s internal business purposes. All licensed software shall be the latest commercially available release and version thereof as of the execution of this Contract.

(a) Software Manufactured by a Third Party. To the extent certain software provided to the County hereunder may be licensed by a third-party manufacturer or supplier pursuant to the express terms of separate, written license agreements. Contractor shall notify the County of the existence of any such separate license agreements and shall provide each such separate license agreement to the CCH Chief Information Officer (CIO), in writing or electronically, no later than upon delivery to the County of the respective software to which it applies. Notwithstanding the terms of any license agreement issued by a third-party manufacturer or supplier, as between the parties to this Contract, Contractor shall ensure that all software is warranted in in accordance with the applicable sections of GC-26 Guarantees and Warrantees, and that the County obtains a perpetual, irrevocable, non-exclusive, non-transferable, paid-up, and royalty-free license and right for the County and its users to use the software in accordance with this Contract.

(b) Third-Party Licenses. Contractor shall furnish the CCH CIO with all licenses, license rights or authorization required for the County to utilize any software, including firmware or middleware, provided by Contractor as part of the Goods or Services (and Deliverables if applicable). Such licenses shall be clearly marked with a reference to the number of this County Contract. Contractor shall also furnish a copy of such licenses to the SCM Director. Unless otherwise stated in these Contract documents, such licenses shall be perpetual and shall not limit the number of persons who may utilize the software on behalf of the County.

(2) IP Indemnity. Contractor agrees to hold harmless and indemnify the County, its officers, agents, employees and affiliates from and defend, at its own expense (including reasonable attorneys', accountants' and consultants' fees), any suit or proceeding brought against County based upon a claim that the ownership and/or use of equipment, hardware and software or any part thereof provided to the County or utilized in performing Contractor's services constitutes an infringement of any patent, copyright or license or any other property right.

In the event the use of any equipment, hardware or software or any part thereof is enjoined, Contractor with all reasonable speed and due diligence shall provide or otherwise secure for County, at the Contractor's election, one of the following: the right to continue use of the equipment, hardware or software; an equivalent system having the Specifications as provided in this Contract; or Contractor shall modify the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system, meeting the requirements of this Contract.

(3) Intellectual Property of the County. County reserves all rights, including, but not limited to, ownership, title, intellectual property rights and all other rights and interest in and to any computer programs (in object or source code format or any other form), know-how, inventions, processes, data bases, documentation, training materials, designs, reports, manuals, documents, specifications, hardware, software and equipment and any other intellectual property and any tangible embodiments of it (collectively “Intellectual Property” or “IP”) that County makes available to Contractor (collectively “County IP”). No County IP shall be removed from County’s premises without the prior written consent of County. All County IP removed with consent shall be returned upon the earlier of (a) County’s request for its return; or (b) completion or termination of the Contract or an applicable statement of work thereunder. Contractor shall, at its risk and expense, maintain such County IP in good condition while it is in its custody or control.

(4) County Ownership of Delivered Software or Other Proprietary Material. The Parties may contemplate that the County will order Goods, Services or Deliverables from Contractor that will result in the transfer of ownership rights of software or other proprietary material from Contractor to the County or the development by Contractor of such software or proprietary material for County’s exclusive ownership. In such case, the subject IP and the County’s ownership rights therein shall be set forth in Exhibit 1, Statement of Work.

(5) Ownership of Documents and/or Data. All documents, data, studies, reports, work product or product created as a result of the performance of the Contract shall be included in Deliverables and shall be the property of the County of Cook. Except as expressly provided in the Contract, it shall be a breach of this Contract for the Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from the County of Cook or any County Documents created hereby, whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible of any loss or damage to the Documents while they are in Contractor’s possession, and any such loss or damage shall be restored at the expense of the Contractor. The County and its designees shall be afforded full access to the County Documents and the work at all times. In the event CCH requests its data, Contractor will provide it to CCH in a form that meets an industry-standard format such as, .XLSX, .CSV, .TXT, .MDB,.DAT. The data must comprehensively represent the record (e.g. all relevant fields) and exactly match the source information. The data element in a record must clearly separate using appropriate delimiters like comma, pipe etc., or must be fixed length. The end of line character must appear only at the end of each record. Embedded line feed and carriage return in data elements must be eliminated or replaced with appropriate characters.

GC-18 CORPORATE COMPLIANCE

A. General. The Contractor and any subcontractors shall observe and comply with any accreditation standards applicable to Contractor in its regular business as well as the laws, ordinances, regulations and codes of the Federal, State, County and other local government agencies which may in any manner affect the performance of the Contract including, but not limited to, those County Ordinances set forth in the Certifications attached hereto and incorporated herein. Assurance of compliance with this requirement by the Contractor's employees, agents or subcontractors shall be the responsibility of the Contractor.

B. Payment of Taxes and Fees. The Contractor shall secure and pay for all federal, state and local licenses, permits and fees required hereunder.

C. Corporate Compliance Program. Contractor understands that CCH has adopted a Corporate Compliance Program and is committed to complying with all applicable laws, rules and regulations. Accordingly, Contractor shall also comply with all laws, rules and regulations concerning the services or items furnished to CCH under this Contract. CCH will provide Contractor with the CCH Code of Ethics available at: https://cookcountyhealth.org/wp-content/uploads/Code-of-Ethics_2017-1.pdf and Contractor agrees to fully comply with the CCH Code of Ethics concerning the services or items furnished to CCH under this Contract. In addition, Contractor shall cooperate fully with any review, audit, or investigation conducted by the CCH Chief Compliance and Privacy Officer, including the timely return of requested documentation, and shall bring to the attention of the Chief Compliance and Privacy Officer, or designee, any alleged improper practices or potential violations of CCH policies/ procedures that Contractor may discover in association with this Contract so that the Compliance Officer may take appropriate action. Assurance of compliance with this requirement by the Contractor's employees, agents or subcontractors shall be the responsibility of the Contractor.

D. Training. Contractor shall ensure that all Contractor’s employees, agents and subcontractors, and their respective employees and agents, complete training as necessary to perform the responsibilities under this contract. This training shall include the completion of a Compliance/Code of Ethics training upon hire, and no less frequently than annually thereafter. CCH reserves the right to require Contractor to complete additional trainings utilizing compliance training materials or training sessions supplied by CCH. Assurance of compliance with this requirement by the Contractor's employees, agents or subcontractors shall be the responsibility of the Contractor.

E. Debarment and Suspension Certification. As used in this paragraph c, the term "Principal" shall have the meaning set forth in 45 C.F.R. § 76.995 and shall include an officer, director; owner, partner, principal investigator, or other person having management or supervisory responsibilities related to a covered transaction. "Principal" also includes a consultant or other person, whether or not employed by the participant or paid with Federal funds, who: is in a position to handle Federal funds; is in a position to influence or control the use of those funds; or occupies a technical or professional position capable of substantially influencing the development or outcome of an activity required to perform the covered transaction.

Other terms used in this paragraph E, such as covered transaction, debarred, excluded, exclusion, ineligible, ineligibility, participant, and person have the meanings set forth in the definitions and coverage rules of 45 C.F.R. Part 76 and other applicable federal regulations.

In executing this Contract, each of Contractor's authorized signatories certifies that, to his or her knowledge and belief, based on reasonable diligence, the Contractor, its principals and any person employed or contracted by Contractor to provide Services:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any governmental department, agency or federally funded health care program (including Medicare and/or Medicaid)

(2) Have not, within a 3-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.

(3) Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification.

(4) Have not, within a 3-year period preceding this application/proposal, had one or more public transactions (Federal, State, or local) terminated for cause or default.

Contractor shall screen all current and prospective employees, contractors and subcontractors prior to engaging their services, and at least monthly thereafter, by reviewing the list of sanctioned Persons through

· the Department of Health and Human Services (HHS) Office of Inspector General (OIG) List of Excluded Individuals/Entities (LEIE) Searchable Database (https://exclusions.oig.hhs.gov),

· HFS OIG exclusion (available at http://www.state.il.us/agency/oig),

· the Excluded Parties List System (EPLS)/System of Award Management (SAM) maintained by the U.S. Government (available at https://www.sam.gov/portal/SAM/##11), and

· the Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) (https://sanctionssearch.ofac.treas.gov/)

Contractor shall notify CCH immediately in the event that it or anyone performing services under this Contract:

(1) is convicted of a criminal offense related to health care and/or related to the provision of services paid for by Medicare, Medicaid or another federal health care program; or

(2) is excluded or debarred from participation in any federal health care program, including Medicare and Medicaid. CCH may terminate this Contract immediately upon the occurrence or notification of any of the above and such termination shall be the CCH’s sole remedy against Contractor.

GC-19 MINORITY AND WOMEN BUSINESS ENTERPRISES - COOK COUNTY ORDINANCE CHAPTER 34, DIVISION 8

I. POLICY AND GOALS

A. It is the policy of the County of Cook to prevent discrimination in the award of or participation in County Contracts and to eliminate arbitrary barriers for participation in such Contracts by local businesses certified as a Minority Business Enterprise (MBE) and Women-owned Business Enterprise (WBE) as both prime and sub-contractors. In furtherance of this policy, the Cook County Board of Commissioners has adopted a Minority- and Women-owned Business Enterprise Ordinance (the "Ordinance") which establishes annual goals for MBE and WBE participation as outlined below:

B. The County may set contract-specific goals, based on the availability of MBEs and WBEs that are certified to provide commodities or services specified in this solicitation document. The MBE/WBE participation goals for each Contract are stated in the Special Conditions. A Bid, Quotation, or Proposal shall be rejected if the County determines that it fails to comply with this General Condition in any way, including but not limited to: (i) failing to state an enforceable commitment to achieve for this contract the identified MBE/WBE Contract goals; or (ii) failing to include a Petition for Reduction/Waiver, which states that the goals for MBE/WBE participation are not attainable despite the Bidder or Proposer Good Faith Efforts, and explains why. If a Bid, Quotation, or Proposal is rejected, then a new Bid, Quotation, or Proposal may be solicited if the public interest is served thereby. The Office of Contract Compliance has determined that the participation for this specific contract is XXXX MBE % participation and XXX WBE % participation.

C. To the extent that a Bid, Quotation, or Proposal includes a Petition for Reduction/Waiver that is approved by the Office of Contract Compliance, the Contract specific MBE and WBE participation goals may be achieved by the proposed Bidder or Proposer’s status as an MBE or WBE; by the Bidder or Proposer’s enforceable joint-venture agreement with one or more MBEs and/or WBEs; by the Bidder or Proposer entering into one or more enforceable subcontracting agreements with one or more MBE and WBE; by the Bidder or Proposer establishing and carrying out an enforceable mentor/protégé agreement with one or more MBE and WBE; by the Bidder or Proposer actively engaging the Indirect Participation of one or more MBE and WBE in other aspects of its business; or by any combination of the foregoing, so long as the Utilization Plan evidences a commitment to meet the MBE and WBE Contract goals set forth in (B) above, as approved by the Office of Contract Compliance.

D. A single Person, as defined in the Procurement Code, may not be utilized as both an MBE and a WBE on the same Contract, whether as a contractor, subcontractor or supplier.

E. Unless specifically waived in the Bid or Proposal Documents, this General Condition, GC-19; the Ordinance; and the policies and procedures promulgated thereunder shall govern. If there is a conflict between this GC-19 and the Ordinance or the policies and procedures, the Ordinance shall control.

F. A Contractor’s failure to carry out its commitment regarding MBE and WBE participation in the course of the Contract’s performance may constitute a material breach of the Contract. If such breach is not appropriately cured, it may result in withholding of payments under the Contract, contractual penalties, disqualification and any other remedy provided for in Division 4 of the Procurement Code at law or in equity.

II. REQUIRED BID OR PROPOSAL SUBMITTALS

A Bidder or Proposer shall document its commitment to meeting the Contract specific MBE and WBE participation goals by submitting a Utilization Plan with the Bid or Proposal. The Utilization Plan shall include (1) one or more Letter(s) of Intent from the relevant MBE and WBE firms; and (2) current Letters of Certification as an MBE or WBE. Alternatively, the Bidder or Proposer shall submit (1) a written Petition for Reduction/Waiver with the Bid, Quotation or Proposal, which documents its preceding Good Faith Efforts and an explanation of its inability to meet the goals for MBE and WBE participation. The Utilization Plan shall be submitted at the time that the bid or proposal is due. Failure to include a Utilization Plan will render the submission not Responsive and shall be cause for the SCM Director to reject the Bid or Proposal.

A. MBE/WBE Utilization Plan

Each Bid or Proposal shall include a complete Utilization Plan, as set forth on Form 1 of the M/WBE Compliance Forms. The Utilization Plan shall include the name(s), mailing address, email address, and telephone number of the principal contact person of the relevant MBE and WBE firms. If the Bidder or Proposer submits a Bid or Proposal, and any of their subcontractors, suppliers or consultants, are certified MBE or WBE firms, they shall be identified as an MBE or WBE within the Utilization Plan.

1. Letter(s) of Intent

Except as set forth below, a Bid or Proposal shall include, as part of the Utilization Plan, one or more Letter(s) of Intent, as set forth on Form 2 of the M/WBE Compliance Forms, executed by each MBE and WBE and the Bidder or Proposer. The Letter(s) of Intent will be used to confirm that each MBE and WBE shall perform work as a subcontractor, supplier, joint venture, or consultant on the Contract. Each Letter of Intent shall indicate whether and the degree to which the MBE or WBE will provide goods or services directly or indirectly during the term of the Contract. The box for direct participation shall be marked if the proposed MBE or WBE will provide goods or services directly related to the scope of the Contract. The box for Indirect participation shall be marked if the proposed MBE or WBE will not be directly involved in the Contract but will be utilized by the Bidder or Proposer for other services not related to the Contract. Indirect Participation shall not be counted toward the participation goal. Each Letter of Intent shall accurately detail the work to be performed by the relevant MBE or WBE firm, the agreed dollar amount, the percentage of work, and the terms of payment.

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