Attachment 3 - State Supplemental Terms and Conditions.docx

Actuarial Analysis and Consulting Services Attachment 3 State Supplemental Terms and Conditions Department of Healthcare and Family Services BidBuy #26-478HFS-MEDPR-B-52728: |Agency Reference Number: 2026-36-001

G.3.1. CONFIDENTIALITY OF PROGRAM RECIPIENT INFORMATION. Vendor shall ensure that all information, records, data, and data elements pertaining to applicants for and recipients of public assistance, or to providers, facilities, and associations, shall be protected from unauthorized use and disclosure by Vendor and Vendor’s employees, by Vendor's corporate affiliates and their employees, and by Vendor's subcontractors and their employees, pursuant to 305 ILCS 5/11-9, 11-10, and 11-12; 42 USC 654(26); 42 CFR Part 431, Subpart F; and 45 CFR Part 160 and 45 CFR Part 164, and The Health Information Technology for Economic and Clinical Health Act (the HITECH Act) of the American Recovery and Reinvestment Act of 2009.

NONDISCRIMINATION. Vendor and Vendor’s principals, employees and subcontractors shall abide by federal Executive Orders 11246 and 11375. Vendor further agrees to take affirmative action to ensure that no unlawful discrimination is committed in any manner, including, but not limited to, in the delivery of services under this Contract.

BUSINESS ENTERPRISE FOR MINORITIES, WOMEN, AND PERSONS WITH DISABILITIES ACT PARTICIPATION AND UTILIZATION PLAN. The Business Enterprise Program Act for Minorities, Females and Persons with Disabilities (BEP) establishes a goal for contracting with businesses that have been certified as owned and controlled by persons who are minorities, female, or persons with disabilities (BEP certified vendor). 30 ILCS 575. The solicitation contained a goal of 4%. In response to the solicitation, Vendor submitted a BEP Utilization Plan and Letter(s) of Intent, which HFS approved. The Vendor shall remain in compliance with the BEP goals set forth in the solicitation, the Utilization Plan and the Letter(s) of Intent. Failure to meet the stated goal, may be grounds for termination of the Contract by the State.

Intentionally omitted.

CHILD SUPPORT. Vendor shall ensure that its employees who provide services under this contract are in compliance with child support payments pursuant to a court or administrative order of this or any other State. Vendor will not be considered out of compliance with the requirements of this Section if, upon request by the Agency, Vendor provides:

Proof of payment of past-due amounts in full;

Proof that the alleged obligation of past-due amounts is being contested through appropriate court or administrative proceedings and Vendor provides proof of the pendency of such proceedings; or

Proof of entry into payment arrangements acceptable to the appropriate State agency.

NOTICE OF CHANGE IN CIRCUMSTANCES. In the event Vendor, Vendor’s parent, or a related corporate entity becomes a party to any litigation, investigation or transaction that may reasonably be considered to have a material impact on Vendor's ability to perform under this Contract, Vendor will immediately notify the Agency in writing.

PERFORMANCE OF SERVICES AND DUTIES. Vendor shall perform all services and other duties as set forth in this Contract in accordance with, and subject to, applicable Administrative Rules and Agency policies including rules and regulations which may be issued or promulgated from time to time during the term of this Contract. Vendor shall be provided copies of such upon Vendor’s written request.

CONSULTATION. Vendor shall promptly furnish the Agency with copies of all correspondence and all documents prepared in connection with the services rendered under this Contract.

EMPLOYEE HANDBOOK. Vendor shall ensure that its employees who provide services under this contract at a location controlled by the Agency abide by applicable provisions of the Agency’s Employee Handbook. The Agency’s Handbook may be found here: HFS Employee Handbook (illinois.gov).

BILLING.

Record keeping shall be in accordance with sound accounting standards.

Each invoice shall set out Vendor's social security number or taxpayer identification number.

RETENTION OF PAYMENTS.

Pursuant to 44 Ill. Admin. Code 1.2065(c), the Agency may deduct from whatever is owed Vendor on this or any other contract an amount sufficient to compensate the State of Illinois for any damage resulting from termination or rescission.

The additional cost of supplies or services bought elsewhere;

The cost of repeating the procurement procedure;

Any expenses incurred because of delay in receipt of supplies or services;

Any other damages caused by Vendor’s breach of contract or unlawful act; and

If any failure of Vendor to meet any requirement of this Contract results in the withholding of federal funds from the State, the Agency may withhold and retain an equivalent amount from payments to Vendor until such federal funds are released to the State, at which time the Agency will release to Vendor the equivalent withheld funds.

DEDUCTIONS FROM PAYMENTS. Any payment to Vendor may be reduced or suspended when a provision of this Contract requires a payment or refund to the Agency or an adjustment to payment to Vendor.

COMPUTATIONAL ERROR. The Agency reserves the right to correct any mathematical or computational error in payment subtotals or total contractual obligation. The Agency will notify Vendor of any such corrections.

DISPUTES BETWEEN VENDOR AND OTHER PARTIES. Any dispute between Vendor and any third party, including any subcontractor, shall be solely between such third party and Vendor, and the Agency shall be held harmless by Vendor. Vendor agrees to assume all risk of loss and to indemnify and hold the Agency and its officers, agents, and employees harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’ and witnesses’ fees, and expenses incident thereto, for Vendor’s failure to pay any subcontractor, either timely or at all, regardless of the reason.

FRAUD AND ABUSE. Vendor shall report in writing to the Agency's Office of Inspector General (OIG) any suspected fraud, abuse or misconduct associated with any service or function provided for under this contract by any parties directly or indirectly affiliated with this Agreement including but not limited to, Vendor staff, Vendor Subcontractor, Agency employee or Agency contractor. Vendor shall make this report within three days after first suspecting fraud, abuse or misconduct. Vendor shall not conduct any investigation of the suspected fraud, abuse or misconduct without the express concurrence of the OIG; the foregoing notwithstanding, the Vendor may conduct and continue investigations necessary to determine whether reporting is required under this paragraph. Vendor shall cooperate with all investigations of suspected fraud, abuse or misconduct reported pursuant to this paragraph. The Vendor shall require adherence with these requirements in any contracts it enters into with Subcontractors. Nothing in this paragraph precludes the Vendor or Subcontractors from establishing measures to maintain quality of services and control costs that are consistent with their usual business practices, conducting themselves in accordance with their respective legal or contractual obligations or taking internal personnel-related actions.

GIFTS. Vendor and Vendor’s principals, employees and subcontractors are prohibited from giving gifts to Agency employees, and from giving gifts to, or accepting gifts from, any person who has a contemporaneous contract with the Agency involving duties or obligations related to this Contract.

MEDIA RELATIONS AND PUBLIC INFORMATION. Subject to any disclosure obligations of Vendor under applicable law, rule, or regulation, news releases pertaining to this Contract or the services or project to which it relates shall only be made with prior approval by, and in coordination with, the Agency. Vendor shall not disseminate any publication, presentation, technical paper, or other information related to Vendor's duties and obligations under this Contract unless such dissemination has been previously approved in writing by the Agency.

EXCLUDED INDIVIDUALS/ENTITIES. Vendor shall screen all current and prospective employees, contractors and subcontractors prior to engaging their services under this Contract and at least annually thereafter, by:

Requiring that current or prospective employees, contractors or sub-contractors to disclose whether they are Excluded Individuals/Entities; and

Reviewing the list of sanctioned persons maintained by the Agency’s Office of Inspector General (OIG) (available at http://www.state.il.us/agency/oig), and the Excluded Parties List System maintained by the U.S. General Services Administration (available at https://www.sam.gov/search).

For purposes under this section, “Excluded Individual/Entity” shall mean a person or entity which:

Under Section 1128 of the Social Security Act, is or has been terminated, barred, suspended or otherwise excluded from participation in, or as the result of a settlement agreement has voluntarily withdrawn from participation in, any program under federal law, including any program under Titles IV, XVIII, XIX, XX or XXI of the Social Security Act;

Has not been reinstated in the program after a period of exclusion, suspension, debarment, or ineligibility; or

Has been convicted of a criminal offense related to the provision of items or services to a federal, state or local government entity within the last ten (10) years.

Vendor shall terminate its relations with any employee, contractor or sub-contractor immediately upon learning that such employee, contractor or sub-contractor meets the definition of an Excluded Individual/Entity, and shall notify the OIG of the termination.

NONEXCLUSION. Vendor certifies that:

Vendor is not currently barred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal or State department or agency, or is currently barred or suspended from contracting with the State under Section 50-35(f), 50-35(g) or 50-65 of the Illinois Procurement Code, 30 ILCS 500/1-1 et seq.

If at any time during the term of this Agreement, Vendor becomes barred, suspended, or excluded from participation in this transaction, Vendor shall, within thirty (30) days after becoming barred, suspended or excluded, provide to the Agency a written description of each offense causing the exclusion, the date(s) of the offense, the action(s) causing the offense(s), any penalty assessed or sentence imposed, and the date any penalty was paid or sentence complete.

During the last five (5) years, no order judgment or decree of any Federal authority has been issued barring, suspending or otherwise limiting Vendor’s right to contract with any governmental entity, including school districts, or to engage in any business practice or activity. Vendor shall include this certification within every subcontract related to performance under this Contract.

CONFLICT OF INTEREST. In addition to any other provision in this Contract governing conflicts of interest, Vendor certifies that neither Vendor, nor any party directly or indirectly affiliated with Vendor, including, but not limited to, Vendor’s officers, directors, employees and subcontractors, and the officers, directors and employees of Vendor’s subcontractors, shall have or acquire any Conflict of Interest in performance of this Contract.

For purposes of this section, “Conflict of Interest” shall mean an interest of Vendor, or any entity described above, which may be direct or indirect, professional, personal, financial, or beneficial in nature that, in the sole discretion of the Agency, compromises, appears to compromise, or gives the appearance of impropriety with regard to Vendor’s duties and responsibilities under this Contract. This term shall include potential Conflicts of Interest. A Conflict of Interest may exist even if no unethical or improper act results from it or may arise where Vendor becomes a party to any litigation, investigation, or transaction that materially impacts Vendor's ability to perform under this Contract. Any situation where Vendor’s role under the Contract competes with Vendor’s professional or personal role may give rise to an appearance of impropriety. Any conduct that would lead a reasonable person, knowing all the circumstances, to a conclusion that bias may exist or that improper conduct may occur or gives the appearance of the existence of bias or improper conduct, is a Conflict of Interest.

Vendor shall disclose in writing any Conflicts of Interest to the Agency no later than seven (7) calendar days after learning of the Conflict of Interest. The Agency may initiate any inquiry as to the existence of a Conflict of Interest. Vendor shall cooperate with all inquiries initiated pursuant to this section. Vendor shall have an opportunity to discuss the Conflict of Interest with the Agency and suggest a remedy under this section.

Notwithstanding any other provisions in the Contract, the Agency shall, in its sole discretion, determine whether a Conflict of Interest exists or whether Vendor failed to make any required disclosure. This determination shall not be subject to appeal by Vendor. If the Agency concludes that a Conflict of Interest exists, or that Vendor failed to disclose any Conflict of Interest, the Agency may impose one or more remedies, as set forth below.

The appropriate remedy for a Conflict of Interest shall be determined in the sole discretion of the Agency and shall not be subject to appeal by Vendor. Available remedies shall include, but not be limited to, the elimination of the Conflict of Interest or the non-renewal or termination of the Contract.

CLEAN AIR ACT AND CLEAN WATER ACT. Vendor certifies that Vendor is in compliance with all applicable standards, orders or regulations issued pursuant to the federal Clean Air Act (42 U.S.C. 7401 et seq.) and the federal Water Pollution Control Act (33 U.S.C. 1251 et seq.). Violations shall be reported to the United States Department of Health and Human Services and the appropriate Regional Office of the United States Environmental Protection Agency.

LOBBYING.

Vendor certifies to the best of Vendor’s knowledge and belief, that no federally appropriated funds have been paid or will be paid by or on behalf of Vendor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal loan or grant, or the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement.

If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan or cooperative agreement, Vendor shall complete and submit Standard Form LLL, "Disclosure Forms to Report Lobbying," in accordance with its instructions. Such Form is to be obtained at Vendor's request from the Agency's Bureau of Fiscal Operations.

Vendor shall require that the language of this certification be included in the award document for subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this Contract was executed. Submission of this certification is a prerequisite for making or entering into the transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

RULES OF CONSTRUCTION. Unless the context otherwise requires or unless otherwise specified, the following rules of construction apply to this Contract:

Provisions apply to successive events and transactions;

"Or" is not exclusive;

References to statutes and rules include subsequent amendments and successors thereto;

The various headings of this Contract are provided for convenience only and shall not affect the meaning or interpretation of this Contract or any provision hereof;

If any payment or delivery hereunder shall be due on any day that is not a business day, such payment or delivery shall be made on the next succeeding business day;

“Days" shall mean calendar days; “business day” shall mean a weekday (Monday through Friday), excepting State holidays, between the hours of 8:30 a.m. Central Time and 5:00 p.m. Central Time;

Use of the male gender (e.g., "he", "him", "his") shall be construed to include the female gender (e.g., "she", "her"), and vice versa;

Words in the plural which should be singular by context shall be so read, and vice versa; and

References to “Illinois Department of Healthcare and Family Services,” “Department” or “Agency” shall include any successor agency or agencies thereto.

HIPAA BUSINESS ASSOCIATE AGREEMENT. For the purposes of this Contract, Vendor is a Business Associate of the Agency. Vendor shall comply with the terms of the HIPAA Business Associate Agreement set forth in Attachment 4..H