DCFS PO18-253 Statewide Mediation Services - Final.docx

Beverly J. Walker Director Bruce Rauner Governor

Illinois Department of Children and Family Services DCFS PO18-253; Statewide Mediation Services Multi-Year Small Purchase

DCFS PO18-253; Statewide Mediation Services Multi-Year Small Purchase

Illinois Department of Children and Family Services 406 East Monroe Springfield, IL 62701 Issued April 30th, 2018

Due:

3:00 PM Central Time May 15th, 2018

1.0 Brief Description

The Division of Guardian and Advocacy's Administrative Hearings Unit requires licensed mediators to provide mediation services concerning child welfare issues. These mediators are present at an administrative hearing if requested.

Mediation services provide participants with an equal opportunity to express their needs and interests as related to the case. In addition, mediation agreements are far more likely to be adhered to than agreements that are imposed upon them.

2.0 Specifications / Qualifications / Statement of Work

2.1 AGENCY’S NEED FOR SUPPLIES / SERVICES The Department of Children and Family Services (DCFS) is Federally and State mandated to provide a system whereby natural parents, children, foster parents and relative caregivers may obtain an administrative hearing regarding specified disagreements they may have with child welfare services provided by the Department (see Rule 337 attached). The Administrative Hearings Unit (AHU), which consists of administrative law judges and support staff located in Chicago and Springfield, is responsible for the implementation of this mandate. A portion of the total number of appeals received for hearing involve disputes regarding, but are not limited to, payment for services, service plans, the type of services available and/or necessary and placement issues. The service appeal process is composed of two components: mediation and fair hearing. Mediation, with a neutral third party (certified mediator), is the first step and in some instances the only step required to assist parties in resolving disputes. During mediation, both parties are invited to express their opinions and concerns while participating in the decision making process. If the parties are able to reach an agreement on all or part of the disputed issues, they will sign a binding Memorandum of Agreement, thus avoiding the need for a formal administrative hearing.

2.2 SUPPLIES AND/OR SERVICES REQUIRED

Voluntary dispute resolution will minimize the conflicts that affect a child’s experience. Mediation provides a mechanism for all interested parties to cooperate and reach a result that is in the best interest of the child.

Resolution of disputes through the mediation process should result in more effective implementation strategies than if the resolution was imposed on the parties via the formal administrative hearing process. The DCFS Administrative Hearings Unit’s goal is to allow parties to reach an agreement without going through the formal process of an administrative fair hearing.

The vendor will be responsible for scheduling, conducting and providing relevant reports with respect to the following descriptions (see, Rule 337and Procedures 337 attached):

1. Mediation Agreement: After the initial intake process, the Administrative Hearings Unit (AHU) will send the Vendor a copy of the completed intake face sheet, the appellant’s initial request letter, and any correspondence written by the AHU pertaining to the appeal (Rule 337). The intake sheet will be sent by facsimile to the Vendor to permit scheduling to begin immediately and shall constitute a case assignment.

2. Mediation Scheduling: The Vendor will send a letter notifying the appellant of the time, date and location of the mediation session as well as the appellant’s rights and options (described in Rule 337). The Vendor shall comply with all other requirements as to scheduling mediations listed in Procedure 337, specifically:

a. When the Administrator of the Administrative Hearings Unit makes a decision that the request is appealable, he/she will assign a mediator to the case and mark on the intake face sheet the date the case was assigned for scheduling of the mediation. The Administrative Hearings Unit will forward to the mediator a copy of the completed intake face sheet, the appellant’s initial request letter, and any correspondence written by the Administrative Hearings Unit pertaining to the appeal.

b. The mediator will send a letter to the appellant notifying the appellant of the following:

i. the right to a hearing;

ii. the option of mediation and the process involved;

iii. that the appellant has an option not to mediate and go immediately to a formal administrative hearing;

iv. that if the appellant chooses mediation, the administrative hearing will be placed on hold to see if mediations successful in resolving the issues raised;

v. the date reserved for a mediation session;

vi. the location reserved for the mediation session (this should be a location convenient to the appellant);

vii. that the appellant must notify the mediator, if choosing a hearing over mediation.

c. The mediator will send a notice of the date, time and place of the mediation to those individuals identified in Rule Section 337.150, Notice Concerning a Service Appeal, who indicated they wished to receive such notice.

3. Mediation Dismissal/Withdrawal: If the Administrative Hearings Unit (AHU) notifies the Vendor that the issues were resolved prior to the scheduled mediation date, the Vendor will comply with the requirements of Rule 337. The AHU will take appropriate action under Rule 337. If the appeal is dismissed, withdrawn by the appellant, or otherwise will not go to mediation, the Vendor will close the case.

4. Mediation Abandonment: If the appellant does not contact the Vendor within one week after the initial letter is sent, the Vendor will notify the appellant that he/she has ten days to contact the Vendor to confirm mediation and to prepare the appeal for mediation. Lack of contact by the appellant within this ten-day period shall constitute abandonment of the mediation process, and the Vendor shall close the case.

5. Mediation Case Reporting: The Vendor will comply with the requirements of Rule 337 in the conduct of mediation. At the close of each session, the Vendor will send a copy of the Memorandum of Agreement to the AHU for the purpose of tracking information on the appeal, and informing the AHU of any and all issues which need to proceed to hearing. The vendor shall provide monthly status reports by vendor caseload and mediator caseload, i.e., mediations conducted, cases closed, result of mediation, cases open, age of cases, etc.

6. Mediation Continuance: The Vendor will develop procedures for parties to request continuances of mediation sessions. If the appellant does not request a continuance and fails to appear for a mediation session, the Vendor will send a letter to the appellant returning the appeal to the AHU.

7. Noncompliance with Memorandum of Agreement: The AHU will notify the Vendor of noncompliance with agreement memoranda. The Vendor shall comply with the requirements of Rule 337 in scheduling additional mediations in the event of such noncompliance.

8. Conduct Mediation: Mediators shall conduct mediations at a site convenient to all parties or via telephone or Skype, WebEx, or other acceptable technologies whenever economically feasible and agreeable to all parties. At the mediation, the trained mediator shall preside over the parties. The mediator shall attempt to seek resolution in a forum in which the parties are invited to voice opinions. The mediator shall offer guidance, shall seek to find common ground, and shall attempt to resolve disputes by agreement. For any case referral, mediations of more than three sessions shall only be conducted after the review and approval of the Chief Administrative Law Judge or designee.

9. Financial Responsibilities: For the purposes of this Small Purchase, the required work falls within three categories: scheduling, mediation sessions and reporting.

a. The Department proposes making monthly payments based upon the award of the contract and services used. The proposed budget shall be fixed payment to support all of the required activities.

b. Scheduling: Includes, but is not limited to, the development of a scheduling protocol that ensures prompt receipt and processing of mediation referrals. Mediations should be scheduled within a 72-hour period of referral.

i. Ongoing contact with the agency to determine who should participate in mediation to ensure the successful outcome.

ii. Making arrangements for a conference room or tele/web-video conferencing when appropriate and agreed to by all parties.

c. Mediation: Conduct prompt mediation sessions resulting in memoranda which serve the best interest of DCFS youth in care, or which demonstrate reasonable efforts to resolve disputes without the necessity of formal administrative fair hearings.

i. Conducts mediation via telephone or Skype, WebEx, or other acceptable technologies whenever economically feasible and agreeable to all parties in view of gas prices and saving/conserving a greener environment.

2.3 REPORTING, STATUS AND MONITORING

1. At the State’s option the Parties will work together to monitor performance during the contract and any warranty term. This may include use of a performance scorecard with conditions, milestones, requirements, or timetables that must be met before additional steps may be taken, or payment is due. The scorecard may also record matters related to price, service, quality and other factors deemed important.

2. Vendor shall cooperate with the State in this monitoring activity, which may require that Vendor report progress and problems (with proposed resolutions), provide records of its performance, allow random inspections of its facilities, participate in scheduled meetings and provide management reports as requested by the State.

3. At the close of each session, the Vendor will send a copy of the Memorandum of Agreement to the AHU for the purpose of tracking information on the appeal, and informing the AHU of any and all issues which need to proceed to hearing. The vendor shall provide monthly status reports by vendor caseload and mediator caseload, i.e., mediations conducted, cases closed, result of mediation, cases open, age of cases, etc.

4. Evaluation reports will be required on a quarterly basis and consist of: hard data as to the number of mediations scheduled/processed, numbers sent to fair hearing or resolved by agreement, issues involved, etc.; narrative information on cases selected at random by the referral agent for the Administrative Hearings Unit; and by June 30 of each year, a complete evaluation of the efficacy of the mediation step in the service appeal process

2.4 VENDOR AND STAFF REQUIREMENTS

1. Mediators shall possess a minimum of a Juris Doctor; or a master’s degree of social work, mental health, counseling, or a related field in family or child issues; or a Master of Arts/Science degree with a minimum of two years’ experience in mediation and two years’ experience in child welfare or related field. Mediators must have attended basic mediation training approved by a nationally recognized mediation institute or organization. Vendors shall submit proof of such mediation certification, a resume and, if an attorney, an Attorney Registration Disciplinary Commission (ARDC) certificate of good standing at the time of bid submission.

2. Vendor needs to list three (3) established firms or government agencies that they have performed services for during the past three (3) years and the length of time the vendor has provided services for these firms/agencies.

a. References: You must provide three references from established private firms or government agencies, from other than the procuring agency that can attest to your experience and ability to perform the contract subject of this solicitation. You must provide the name, contact information and a description of the supplies or services provided. You must attach your references with the responsibility forms.

3. The Department of Children and Family Services reserves the right to instruct the vendor not to use a particular mediator.

4. All mediators are subject to Section 50-13, Conflicts of Interest (see 30 ILCS 500/50-13 attached). In addition, if a mediator has a conflict of interest not covered by section 50-13, the mediator shall immediately recuse themselves from the case and report to the vendor the existence of a conflict of interest.

5. All vendor employees and mediators shall be subject to the Illinois State Police Background Check and the Department of Children and Family Services Abuse and Neglect Background Check. Any such person or agent of the Vendor deemed unsuitable by the State must be replaced immediately.

2.5 WHERE SERVICES ARE TO BE PERFORMED

1. The mediation must be held at a place reasonably convenient to all parties, usually at the local field offices of DCFS or private agency with case management in the Cook, Central, Northern and Southern Regions of Illinois. The venue provision may be waived by agreement; all unresolved venue disputes will be determined by the Chief Administrative Law Judge or designee.

2. Work Location Disclosure: Vendor shall disclose the location where the services required shall be performed.

2.6 TERM OF CONTRACT

The term shall commence upon the last dated signature of the Parties AND END 6/30/2021.

2.7 RENEWAL

The resulting Contract will have no renewal options available.

2.8 INVOICING ADDRESS:

Illinois Department of Children and Family Services Administrative Hearings Unit 17 N. State St., 7th floor Chicago, IL 60602 Attn: Prescott Hilson

3.0 Offer to the State of Illinois

The undersigned authorized representative of the identified Vendor does hereby submit this Offer to perform in full compliance with the subject solicitation. By completing and signing this Form, we are making an Offer to the State of Illinois that the State may accept. We are also certifying to compliance with the various requirements of the solicitation and the documents contained in the solicitation.

Offeror hereby certifies that no person or entity representing their offer has retained a person or entity to attempt to influence the outcome of a procurement decision made under the Illinois Procurement Code for compensation contingent in whole or in part upon the decision or procurement. Any person who violates this subsection is guilty a business offense and shall be fined.

Vendor has marked each blank below as appropriate. Vendor understands that failure to meet all requirements may be cause for disqualification.

Vendor has:

____ Reviewed the Offer Form, including all referenced documents as well as the solicitation Instructions, filled in all relevant blanks, provided any requested information, and signed on the space(s) provided.

____ Acknowledge receipt of any and all amendments to the solicitation and have taken those into account in making this Offer.

____ Completed Responsibility Forms Business and Directory Information Form A, or if registered in the Illinois Procurement Gateway, Form B.

Completed and Signed Taxpayer Identification Number form ____ Provided all documents requested in Section 2.4, Points 1 and 2, as an attachment

Vendor Contact Person: The contact person for purposes of responding to any questions the State may have.

Date:

3.1 FORMAT OF PRICING:

3.2 Pricing shall be submitted in the following format: Hourly Rate

3.3 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: Estimated.

3.4 EXPENSES ALLOWED: Expenses are not allowed.

3.5 VENDOR’S PRICING: Vendor’s Hourly Rate: Click here to enter response.

3.6 RENEWAL COMPENSATION: No Renewals Options are available.

3.7 MAXIMUM AMOUNT: The total payments under this contract shall not exceed $30,000 per year or $90,000 over the three year term without a formal amendment.

3.8 Will subcontractors be utilized? Yes or No?

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $50,000 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 must include Standard Certifications completed and signed by the subcontractor.

Subcontractor Name: Click here to enter response.

Amount to Be Paid: Click here to enter response.

Address: Click here to enter response.

Description of Work: Click here to enter response.

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

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location.

Location where services will be performed: Click here to enter response.

Value of services performed at this location: Click here to enter response.

4.0 Solicitation Contact and Instructions for submission

Solicitation Contact: The individual listed below shall be the single point of contact for this solicitation. Unless otherwise directed, Bidders may only communicate with the Solicitation Contact. The State/Agency shall not be held responsible for information provided by or to any other person.

Suspected errors should be immediately reported to the Solicitation Contact identified below. Do not discuss, directly or indirectly, the solicitation or any Bid with any State officer or employee other than the Solicitation Contact. Each solicitation published in BidBuy contains the Solicitation Contact’s name and phone number appearing as the “Info Contact.”

Gene Gansz Phone: 217.557.5842 Department of Children and Family Services Fax: 217.557.0635 406 E Monroe, Station 470 Springfield, IL 62701 E-mail: DCFS.BidBuy@Illinois.gov

Vendor Conference / Site Visit: No Conference / Site Visit Scheduled.

Vendors may submit questions in writing to the solicitation contact. All questions must be received no later than close of business May 8, 2018. Questions received after that date will be answered at the discretion of the Department. We will provide written responses to questions and only those written responses shall be binding.

Offer Due Date, Time, and Submission Location:

Due Date: May, 15th; Time: 3:00 PM

BidBuy: You may complete this document and attach the document and all supporting documentation in BidBuy.

Mail / Deliver Offers To:

Department of Children and Family Services Attn: Gene Gansz 406 E. Monroe Station 470 Springfield, Illinois 62701

LABEL OUTSIDE OF ENVELOPE / CONTAINER:

DCFS PO18-253; Statewide Mediation Services May 15th, 3:00pm [Vendor Name & Address]

VENDORS ARE CAUTIONED ABOUT USING OVERNIGHT/NEXT DAY DELIVERY. ALL DEPARTMENT MAIL IS PROCESSED THROUGH A CENTRAL MAIL ROOM AND THEN DISTRUBTED THROUGHOUT THE DEPARTMENT. DELIVERY SCHELDUES VARY AND MAIL MAY NOT BE RECEIVED AT SUBMISSION LOCATION PRIOR TO DUE DATE TIME.

1. PAYMENT TERMS AND CONDITIONS:

1.1. Late Payment: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained on Vendor’s invoices shall have no force and effect.

1.2. Minority Contractor Initiative: Any Vendor awarded a contract under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) of $1,000 or more 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.

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.

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 Department of Labor and are available on the Department’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting the Illinois Department of Labor to ensure understanding of prevailing wage requirements at 217-782-6206 or (http://www.state.il.us/agency/idol/index.htm).

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 in the award notice.

1.6. Invoicing: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of the contract, and the amount billed and expenses incurred are as allowed in the contract. Invoices for supplies purchased, services performed and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

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/University state tax exemption number and federal tax exemption information.

1.6.2. Vendor shall invoice at the completion of the contract unless invoicing is tied in the contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

2. ASSIGNMENT: This contract may not be assigned, transferred in whole or in part by Vendor without the prior written consent of the State.

3. SUBCONTRACTING: For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the 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 subcontractor certifications as shown on the Standard 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 and the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract. 30 ILCS 500/20-120.

4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of the contract or subcontract and necessary to support amounts charged to the State pursuant the 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.

5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning the contract is being resolved unless otherwise directed by the State.

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.

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 the contract without penalty if performance does not resume within thirty (30) days of the declaration.

8. CONFIDENTIAL INFORMATION: Each Party, including its agents and subcontractors, to this contract 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 the contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the contract, in whatever form it is maintained, promptly at the end of the 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 is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

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 confidentiality provisions of this contract.

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.

11. INSURANCE: Vendor shall, at all times during the term and any renewals maintain and provide a Certificate of Insurance naming the State as 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 occurrence form in 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 amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venture with the State. All payments by the State shall be made on that basis.

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.

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.

15. BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractors officers, employees or agents. Vendor or subcontractor shall reassign immediately any such individual who, in the opinion of the State, does not pass the background check.

16. APPLICABLE LAW:

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.

16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 ILL. ADM. CODE 750.

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 505/1. 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.

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).

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 the contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State rights, title and interest in and to the claim or cause of action.

18. CONTRACTUAL AUTHORITY: The Agency that signs for the State of Illinois shall be the only State entity responsible for performance and payment under the contract. When the Chief Procurement Officer or authorized designee signs in addition to an Agency, they do 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 with the Vendor shall have any liability to Vendor for that order.

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.

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.

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.

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 the contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue the 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.

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) (50 ILCS 140) notwithstanding any provision to the contrary that may be found in this contract.

24. SCHEDULE OF WORK: Any work performed on State premises shall be done during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

25. WARRANTIES FOR SUPPLIES AND SERVICES:

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.

25.2. Vendor shall insure that all manufacturers’ warranties are transferred to the State and shall provide a copy of the warranty. 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.

25.3. Vendor warrants that all services will be performed to meet the requirements of the contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall reassign immediately any individual who is not performing in accordance with the contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

26. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform the contract.

27. EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

28. 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.

28.1. 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.

28.2. 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.

29. 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.

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

30. 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 Department’s funding by reserving some or all of the Department’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Department 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.

STATE SUPPLEMENTAL TERMS AND CONDITIONS

The following clauses are added to the State of Illinois – Contract with the Illinois Department of Children and Family Services, hereinafter referred to as the “Department” and are hereby incorporated into this contract with the signatures of the Contractor/Vendor and duly authorized representatives of the Department. The following provisions are numbered to correspond to and supplement the applicable sections in the Contract.

SUPPLIES AND/OR SERVICES REQUIRED

a) The Contractor shall comply with Department employment requirements in effect during the Contract Term.

b) In the event any provision of this Contract is declared void, voidable or otherwise unenforceable, then such provision, term, or condition shall be severable from this Contract and this Contract shall otherwise be fully effective, binding and enforceable.

c) In the event of a conflict between a provision(s) of the Contract Program Plan/Scope of Services and any other Contract requirement(s), the Contract requirement(s) shall apply.

SUBCONTRACTING

a) This contract or any part thereof shall not be subcontracted without a signed subcontract on file with the Contractor. For those subcontracts totaling $50,000 or greater, the Contractor is required to use the Subcontract Agreement including the Subcontractor Standard Certifications and Financial Disclosures and Conflicts of Interest (Form CFS 968-SUB Rev.

4/2017).

b) Subcontracted services shall be provided pursuant to a written contract between the subcontractor and the Contractor and shall comply with all provisions contained in this Contract. The Contractor shall remain responsible and liable for the performance of any person, organization or corporation with which it contracts.

PRICING

a) When applicable, the Department will pay Contractors the payment rates listed on the “Pricing/Rate Schedule.”

b) Contractors are expressly prohibited from charging Department clients and the public for services encompassed by the Department Contract and materials that arise out of the performance of the Contract.

RENEWAL

The Department reserves the right to modify the contract amount, unless otherwise noted in Section 1.2 Milestones and Deliverables, based on prior year expenditures or projected utilization.

PAYMENT TERMS AND CONDITIONS

For payment, the Contractor shall submit to the Department invoice vouchers or reporting forms, as required by the Department, on a monthly basis, unless otherwise agreed. Such invoices or reporting forms shall be submitted within 30 days after the end of each month (unless otherwise stipulated in this contract) in which services are provided and shall include information to support the claim for payments, as may be requested by the Department.

a) The Department shall process vouchers for payment within 60 days of verification, except in the lapse period beginning July 1 at which time the Department shall make reasonable efforts to process vouchers for payment within 30 days of voucher verification. The Contractor waives the right to full payment if vouchers, reporting forms or required supporting information are submitted later than 30 days after the end of the fiscal year or more than 30 days following the expiration or termination of the Contract, whichever is first.

b) The Contractor agrees that the Department reserves the right to correct any mathematical or computational error(s) in the payment subtotals or total contract obligation.

ASSIGNMENT

The Contractor understands and agrees that this Contract, or any portion of this Contract, may not be sold, assigned or transferred in any manner and that the actual attempted sale, assignment or transfer without the prior written approval of the Department shall render this Contract immediately null and void.

AUDIT/RETENTION OF RECORDS (30 ILCS 500/20-65)

a) Department Rule 401.270 (89 Ill. Admin. Code 401.270) requires the Contractor to maintain general personnel and licensing records available for inspection by authorized persons from the Department for at least three (3) years due to federal claiming regulations.

b) The Contractor shall assist the Department in its functions of reviewing financial and programmatic records and monitoring and evaluating performances under this Contract. Except in emergency situations, the Department will attempt to notify the Contractor at least five (5) days prior to a review of financial and programmatic records relating to this Contract. The Contractor shall allow Department employees, federal officials authorized by the Director, and other qualified persons, total access to all financial and programmatic records relating to this Contract.

c) The Contractor’s books of accounts shall be kept in accordance with the standards of Accounting and Financial Reporting for Voluntary Health and Welfare Organizations, or other methods which are consistent with generally accepted accounting principles.

d) The Contractor shall keep true and accurate financial records reflecting all financial transactions pursuant to this Contract.

e) The Contractor shall maintain time and attendance records for all staff whose salaries are funded in whole or in part pursuant to this Contract and consistent with generally accepted business practices.

CONFIDENTIAL INFORMATION

a) Except as may be required by state or federal law, regulation or order, the Contractor shall not release information concerning persons served by the Department without prior written approval of the Director of the Department, or designee.

b) The Contractor shall inform its employees and subcontractors of such confidentiality obligations, as well as the penalties for violation thereof, and shall assure their compliance therewith. The Contractor acknowledges that nothing herein prevents the Contractor from sharing any confidential information with the Department for youth for whom the Department has legal responsibility, and the Contractor is required to deliver said information to the Department upon request as allowable under state or federal law.

USE AND OWNERSHIP

a) Performance by the Contractor may include access to and use of documents and data which may be confidential or considered proprietary to the Department or a Department Contractor, or which may otherwise be of such a nature that its dissemination or use, other than in performance of the Contract, would be adverse to the interest of the Department or others.

b) Any reports, studies, publications, training manuals, participant materials, slides, designs, drawings, specifications, notes, documents, software and documentation, computer based training modules, electronic, magnetic or digital material and other work in whatever form shall be referred to as “the materials.” The Department shall own all rights, title and interest in all of the materials conceived or created by the Contractor, or its employees, or subcontractors, either individually or jointly with others, that arise out of the performance of this Contract.

c) The Contractor shall, upon request of the Department, execute all papers and perform all other acts necessary to assist the State to obtain and register copyrights, patents or other forms of protection provided by law for the materials.

d) The Contractor shall provide the Department with all computer source code, object code, and all other documentation necessary to understand and use such codes.

e) The Contractor, its employees and any subcontractors, shall not copyright, copy,…