The following information will become the contract between the awarded vendor and the Illinois Department of Human Services. Instructions and requirements to submit a bid response are found in the attachment titled “Invitation for Bid Vendor Instructions and Requirements”.

State of Illinois Contract v.25.4

Illinois Department of Human Services Contract BPCSS IFB Laboratory Services BidBuy Bid B-54074

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Department of Human Services, DHS Bureau of Pharmacy and Clinical Support Services (DHS) require clinical laboratory services for the 14 Mental Health and Developmental Disability facilities located throughout the State of Illinois.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

The Vendor agrees to provide laboratory services for clients and employees of the Department of Human Services (DHS). The Vendor shall adhere to the standards, rules and regulations of the State of Illinois, DHS, federal and state laboratory and safety regulatory agencies Clinical Laboratory Improvement Amendments (CLIA) College of American Pathologists (CAP), Occupational Safety and Health Administration (OSHA), Illinois Department of Public Health (IDPH), Centers for Medicare and Medicaid Services (CMS) and the Joint Commission (TJC).

1.2.1 The Vendor will provide laboratory services as requested by the facility medical staff.

1. The Vendor laboratory (and the subcontracted reference laboratory) must enroll in and have successfully passed all proficiency testing for all tests listed in the contract, in accordance with CLIA and CAP guidelines. Documentation will be provided upon request.

2. The Vendor must have a Quality Assurance program that will incorporate the DHS facilities. A monthly report with the Vendor DHS data and findings will be sent to the DHS Laboratory Managers.

3. The Vendor shall provide professional personnel such as Pathologists, Chemists, Hematologists and Microbiologists to consult with DHS facility medical staff and Lab Managers as requested by DHS.

4. The Vendor will provide access to a Reference Laboratory Services Guide for all DHS staff detailing laboratory policies and procedures that are stated or implied in this contract. Topics include specimen collection and processing, testing, reporting, transportation, supplies, quality assurance, etc..

5. The Vendor must provide a list of tests that are subcontracted (tests sent from Vendor to another lab), the sub-contractor(s) name, the sub-contractor lab test code and approximate turnaround time for those test results.

6. The Vendor will provide an emergency and disaster plan that will detail how specimens will be transported (courier services), analyzed (alternate laboratory) and reported (computer transmission) during events that interfere with the normal delivery of services. This plan will be reviewed or updated every 2 years.

7. The Vendor will provide documentation of their critical call and DHS defined critical values communications including critical result, the Vendor staff name, facility staff name who received the result along with the date and time of notification. This report is to be sent monthly to the DHS Laboratory Managers.

8. The Vendor will establish the same notification policy as used to report critical results to lab staff, nursing or providers for specific DHS Defined Critical Values.

9. The Vendor must generate and send these monthly reports to the facility contacts and Laboratory Managers. 1. Redraws 2. Epidemiology Data 3. STD Test Results

10. The Antibiogram report will be requested by the facility as needed and sent to the laboratory managers.

1.2.2 The Vendor will provide test results in a timely manner.

1. Vendor will report test results as indicated by the expected reporting times in the test directory.

2. Should the Vendor receive a specimen that is not properly prepared, they shall not perform the test and shall notify the appropriate facility within 1 business day of receipt in lab.

3. Vendor will notify the facility lab staff of testing delays or issues that affect turnaround times within 1 business day of specimen receipt when possible or one business day from notification from send out lab for turnaround times exceeding published timeframes.

1.2.3 Supplies and Services required by the Department of Human Services

1. The Vendor will provide courier services daily, Monday – Friday, or as requested by the facility, to pick-up specimens from a designated location within the facility or a lock box mounted in a secure location approved by the facility.

2. The Vendor shall provide all supplies relating to specimen collection and reports that are included in this contract. All laboratory supplies must meet OSHA standards. This does not include laboratory protective equipment, band-aids, and gauze/cotton.

3. Training and information will be provided by the Vendor as requested, on laboratory test ordering and printing of results using an electronic program, and specimen requirements, collection devices, and the handling and processing requirements for each type of specimen. This training will be documented on a DHS-Vendor approved checklist with trainer and trainee signatures, and this will be sent to the lab managers for all trainees.

4. The Vendor will be responsible for billings and collection for all lab services paid by the facilities as client bill and by private insurance, Medicare Part B, and other third-party payers. Any third-party rejections will be billed to the appropriate DHS facility, at the contracted price.

5. The Vendor representatives will visit the facilities based on client needs at minimum twice per year, to provide training and check in to provide new information on testing or other updates and confirm service needs are being met. The representatives will provide documentation of who they met with, and the topics discussed. The visit list will be sent via email to the lab managers monthly.

6. The Vendor representatives will work with the facility staff to ensure any billing error report responses are submitted within 5 business days so as not to exceed the payors’ timely filing limits.

7. Vendor will provide a process for sending any outstanding charges for the end of FY June charges on a separate invoice so they can be paid with funds from that fiscal year.

8. Vendor will create a separate account for any unpaid charges from prior fiscal years and move these to another designated Court of Claims account for submission annually.

9. Vendor will not submit charges with dates of services over 10 months unless they can show there was a delay from third party insurances and the charges were moved to the client invoice.

1.2.4 In order to be a valid proposal, the following information must be submitted.

1. CAP/CLIA registration number.

2. A Policy and Procedure guide detailing the services will be provided in print or online in accordance with the contract and this information will be reviewed or updated every 2 years.

3. DHS will provide a list of the top 100 utilized tests, vendor shall provide quick reference price list of the top 100 tests for accounts payable billing verification purposes. Price list must include LIS test codes with CPT codes. Vendor will indicate which tests are sent to their sub-contracted laboratories and include the order codes for that send-out lab.

4. Self-insurance plan.

1.2.5 Payment Terms and Conditions, Method, and Rate of Compensation. Attached Fee Schedule

1. The Vendor shall submit an itemized billing of services performed. The Vendor shall submit invoices at the end of the month during which services have been rendered to each facility. Invoices will be sent via email to the facility contacts and copied to the Lab Managers prior to the 7th business day of the following month.

2. Payment for services provided will be made based on the attached fee schedule, which is incorporated by reference into this agreement. Any changes to this agreement must be done in writing and approved by both the Vendor and the DHS before they will take effect.

3. All invoices that are incorrect will be returned for correction; therefore, delaying payment. DHS will submit questions within 10 business days and Vendor will provide responses within 10 days. If delayed by either party, an explanation in writing must be provided to the other.

4. All Vendor billing questions will be directed to the DHS Facility Business Office contacts and copied to the DHS Lab Managers. All DHS billing questions will be directed to the Vendor billing and/or client representative contacts.

6. Prices will be reviewed each fiscal year/contract execution/renewal. Any price changes will be approved by the Vendor and the DHS as needed.

Contract Monitors:

1.3. MILESTONES AND DELIVERABLES:

1. Test results for certain identified routine tests must be reported overnight (by 7 a.m.). Vendor will ensure report delivery to each facility via fax, remote printer or electronically. Printers will be provided and serviced by the Vendor. Reports must be delivered in compliance with HIPPA standards.

2. Vendor supplies web-based electronic access to their test orders and results for all users.

3. The daily laboratory test results must be electronically transmitted via HL7 files via interface using sFTP to the State of Illinois Data Center – which may include the Pharmacy system and/or the EHR. DHS will provide the communications processes necessary for this function. This format may be altered per agreement with the Department of Human Services Office of Information Services. This transmission must be completed by 6AM and 4PM each day. This service must be available in 60 days after the start of this agreement. The Vendor must provide a contact person who can resolve daily routine problems or mistakes pertaining to the results update. At the request of DHS, results that did not update will need to be retransmitted.

4. Additional assistance will be required to set up a crosswalk/ translation table from DHS test codes to Vendor codes at start up and when DHS changes to a new EMR and/or wants to use the new Pharmacy system. The Vendor will provide DHS with notification one week prior to any change of a test name, results formatting, reference ranges, specimen requirements or order code. The Vendor will provide an updated current test crosswalk every 6 months to the lab managers.

5. In the event of a failure to transmit data results, DHS will notify the Vendor, and this issue must be resolved within 1 business day after notification, depending on the source of the issue. Expedited resolution is a priority, extended time may be required based on the issue/resolution. If transmission failure errors are noted at the Vendor, they will notify the DHS IT team and the lab managers as soon as possible.

6. Critical results and the DHS defined critical results must be called back to the DHS facility medical staff within 2 hours of results verification. The results must also be faxed to the DHS facility medical staff via the emergency DHS contact list in accordance with HIPPA guidelines.

7. The Vendor must provide a monthly test utilization to the DHS Laboratory Managers.

8. The Vendor will notify the facilities and the lab managers within 1 business day when corrected results are issued in any DHS report and provide the reason.

9. The Vendor will notify the facility and lab managers within 1 business day when erroneous results are held in the lab for investigation.

10. The Vendor will provide a monthly report to the laboratory managers detailing the time and number of specimens picked up by the courier.

1.4. VENDOR/STAFF SPECIFICATIONS: Licensed and/or accredited personnel doing tests.

1.5. TRANSPORTATION AND DELIVERY: Details provided in Section 1.2

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be utilized? |_| Yes |_| No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

1.6.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.6.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s).

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

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

· Location where services will be performed: Click here to enter text Value of services performed at this location: Click here to enter text

2. PRICING

2.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated at the time it is submitted for obligation. The total price of this contract is estimated.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes in this contract the BidBuy Purchase Order as it contains the agreed pricing.

2.3. RENEWAL COMPENSATION: If the contract is renewed, the price shall be at the same rate as for the initial contract term, unless a different compensation or formula for determining the renewal compensation is stated in this section.

2.3.1. Agency Formula for Determining Renewal Compensation: Pricing entered in BidBuy.

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

2.4. MAXIMUM AMOUNT: |X| If this item applies, the box is checked and the total payments under this contract shall not exceed $TBD without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties” through 60 months. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s): 48 Months.

· Renewal #1: Last day of the initial term through 48 months.

Any renewal of the resulting contract is subject to the same terms and conditions that apply to the initial term of the contract unless otherwise provided. The State may renew the contract for any or all of the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor’s option.

3.2. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

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.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

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

3.4. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

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

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection. Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

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

4.1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

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

Send invoices to:

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

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

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work. Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this contract.

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and (c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

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

4.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

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

4.16. APPLICABLE LAW:

4.16.1. PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

4.16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov/legislation/ilcs/ilcs.asp).

4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

4.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.23. FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

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

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

4.25.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

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

4.26. 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 this contract.

4.27. 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.

5. STATE SUPPLEMENTAL PROVISIONS

|_| Agency Definitions

|_| Required Federal Clauses, Certifications and Assurances

|_| Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

|_| Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60.

|X| Agency Specific Terms and Conditions TRAVEL EXPENSES. DHS will not compensate the Vendor for expenses related to travel, lodging or meals.

INDEPENDENT CONTRACTOR. The Vendor is an independent contractor under this Contract and neither the Vendor nor any employee or agent of the Vendor is an employee of DHS and does not acquire any employment rights with DHS or the State of Illinois by virtue of this Contract. The Vendor will provide the agreed services and achieve the specified results free from the direction or control of DHS as to the means and methods of performance. The Vendor will be required to provide its own equipment and supplies necessary to conduct its business; provided that in the event that, for its convenience or otherwise, DHS makes any such equipment, supplies or both available to the Vendor, the Vendor's use of such equipment or supplies provided by DHS pursuant to this Contract shall be strictly limited to official DHS or State of Illinois business and not for any other purpose, including any personal benefit or gain.

LAWSUITS. Indemnification will be governed by the State Employee Indemnification Act (5 ILCS 350/1 et seq.) as interpreted by the Illinois Attorney General. DHS makes no representation that the Vendor, an independent contractor, will qualify or be eligible for indemnification under said Act.

REDUCTIONS IN AMOUNTS PAYABLE. Notwithstanding any other provision herein to the contrary, the amount payable, or estimated amount payable, to the Vendor under this Contract is subject to a reduction as necessary or advisable, based upon actual or projected budgetary considerations, at the sole discretion of DHS, or as may be directed by the Office of the Governor. If such a reduction occurs, DHS shall negotiate in good faith regarding any reduction in the supplies and/or services required by this Contract.

HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT. If applicable, the Vendor certifies that it is in compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Pub. Law 104-191, 45 CFR Parts 160, 162 and 164, and the Social Security Act 42 U.S.C. §§1320d-2 through 1320d-7, in that it may not use or disclose protected health information other than as permitted or required by law and agrees to use appropriate safeguards to prevent use or disclosure of the protected health information. The Vendor further certifies that it is in compliance with all applicable State and Federal record retention provisions, including, but not limited to, the six-year record retention provision in HIPAA.

|_| Other (describe)

6. ATTACHMENTS

6.1. Financial Disclosures (including Illinois Procurement Gateway print-off if applicable)

6.2. Business Enterprise Program Utilization Plan

6.3. Illinois Standard Certifications

6.4. State of Illinois Offer Document

6.5. BidBuy Purchase Order

Illinois Department of Human Services BPCSS IFB Laboratory Services BidBuy Bid B-54074

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Springfield, IL 62702

Printed Name:

Official’s Title:

Legal Printed Name:

Legal’s Title:

Fiscal’s Printed Name:

Fiscal’s Title:

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #:

· Project Title: BPCSS IFB Laboratory Services

· Contract #:

· Procurement Method (IFB, RFP, Small Purchase, etc.): IFB

· BidBuy / Bulletin Reference #:

· BidBuy / Bulletin Publication Date:

· Award Code:

· Subcontractor Utilization? |_| Yes |_|No Subcontractor Disclosure? |_| Yes |_|No

· Funding Source: GRF

· Obligation #:

· Other Preferences?