IFB IDPH Nucleic Acid Amplification Assay Testing IFB 68500013N~3.docx

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

Illinois Department of Public Health Contract #68500013N Neisseria gonorrhea (NG) and Chlamydia trachomatis (CT) Nucleic Acid Amplification Assay, Instrumentation, and Testing Supplies Open Market Bid 26-482DPH-OFCDI-B-50488

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 Illinois Department of Public Health (IDPH) is seeking bids for a five (5) year contract with up to five (5) years of renewals for a fully automated nucleic acid amplification testing (NAAT) platform. This technology must be capable of detecting Neisseria gonorrhea (NG) and Chlamydia trachomatis (CT) simultaneously from the same specimen source, including vaginal, endocervical, throat, and rectal swabs, as well as urine specimens. This procurement supports IDPH’s sexually transmitted infection (STI) prevention and surveillance programs by ensuring timely, accurate, and cost-efficient testing in accordance with CDC and public health guidelines.

IDPH requires a complete, reagent-rental style solution. All costs must be included in the reagent pricing, except for collection kits that will be invoiced separately. The vendor shall not bill separately for any component of the solution. This includes, instrumentation, preventative maintenance, calibration, software licenses, upgrades, training, shipping, delivery, installation, validation support, and all necessary equipment and consumables (e.g., pipette tips, buffers, waste containers, service agreements). The only allowable invoices will be for test kits and collection devices purchased under the line items of this contract.

All quantities provided in this Invitation for Bid are estimates based on prior years’ requirements and are for bidding purposes only. This is an indefinite quantity agreement under 30 ILCS 500, and IDPH makes no guarantee as to the number of kits or reagents that will be purchased over the life of the contract. The vendor will not be entitled to any penalty or reimbursement for variance in quantities purchased. The IDPH Laboratory estimates an annual test kit volume of 25,000 each of NG and CT tests and 30,000 collection kits per year.

The vendor must provide instrumentation capable of fully automating all assay steps, from sample preparation through result interpretation. The system must support simultaneous NG/CT testing from a single specimen. The instrument(s) will be used and centrally located at the IDPH Carbondale Laboratory located at 1155 South Oakland Avenue, Carbondale, IL 62901.

If the vendor seeks to establish a remote access connection to the instrument, the connection must comply with all State of Illinois cybersecurity policies, HIPAA privacy requirements, and the Department of Innovation and Technology (DoIT) governance process. Remote access must be routed through BeyondTrust with Illinois.gov authenticated accounts. No remote connection may be established until after contract execution and approval by DoIT. At this time, the Department of Innovation and Technology (DoIT) does not have written protocols available for publication. Vendors must comply with the State’s cybersecurity policies and DoIT governance as reviewed and approved after contract execution.”

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Estimated Test Volumes: All test volumes are estimates based on historical data. The quantities specified in BidBuy are for bidding purposes only and do not constitute a commitment to purchase. The IDPH reserves the right to order quantities as needed, and no penalties, fees, or charges shall be incurred for any variation from the estimated quantities, whether for overage or shortfall. The IDPH estimates an annual test volume of 25,000 test kits each for NG and CT and 30,000 collection kits per year.

1.2.2. Contract Termination: IDPH will not incur any penalties, liquidated damages, or additional charges for termination of this contract for cause or convenience.

1.2.3. Pricing in BidBuy: All prices submitted in BidBuy shall be the maximum firm-fixed price for the duration of the contract term for each line item. Any discounts shall be reflected in the final bid price submitted by the Vendor. Firm-fixed pricing applies to reagents, consumables, and instrumentation rental.

1.2.4. Vendor Product Information: The vendor shall include catalog or product numbers, , shelf-life data, and detailed descriptions for all kits, controls, calibrators, reagents, and instrumentation in the pricing offer to IDPH as an attachment to the contract. Package inserts and Instructions for Use (IFU) must be provided.

1.2.5. FDA Clearance for Specimen Types: The test system, including test kits, reagents, instrumentation, and collection devices, must be U.S. Food and Drug Administration (FDA)-cleared or FDA-approved for testing vaginal, endocervical, throat, and rectal swabs and urine specimens from symptomatic and asymptomatic males and females.

1.2.6. Integrated Solution and Collection Devices: The vendor must provide test kits inclusive of all reagents, controls, calibrators, consumables, and instrumentation necessary to perform simultaneous qualitative detection of NG and CT from vaginal, endocervical, throat, and rectal swabs, as well as urine specimens using nucleic acid amplification technology (NAAT). Vendors must provide replacements, at no additional cost, for any faulty collection devices, reagents, commodities, incidental laboratory supplies, instrumentation, or controls that fail to perform to manufacturer’s standards, or when reagents are lost due to instrument failure.

1.2.7. Testing Kits: The test kits must:

1.2.7.1. Be FDA-cleared or FDA-approved for simultaneous detection of NG and CT.

1.2.7.2. Use fully automated NAAT technology.

1.2.7.3. Detect multiple nucleic acid targets specific to NG and CT to minimize false positives caused by commensal flora.

1.2.7.4. Include all required Quality Control materials (positive and negative controls and calibrators).

1.2.7.5. Include all ancillary reagents and consumables necessary for testing (e.g., wash buffers, detection reagents, reaction vessels).

1.2.7.6. Have expiration dates of at least 90-days from date of receipt.

1.2.7.7. Be delivered in lots with the same lot number per shipment, unless otherwise approved by IDPH.

1.2.7.8. Be shipped FOB Destination with all freight and handling costs included in pricing, under conditions that preserve manufacturer-stated stability (including cold-chain requirements where applicable).

1.2.8. Collection Devices: Collection devices must:

1.2.8.1. Be FDA-cleared or FDA-approved for vaginal, endocervical, throat, and rectal swabs, and urine specimens from symptomatic and asymptomatic males and females.

1.2.8.2. Maintain specimen viability for at least 30 days when stored or shipped at ambient temperature (22–30°C), per manufacturer’s instructions.

1.2.8.3. Provide clear IFU on specimen collection, storage, and transport conditions.

1.2.8.4. Preference will be given to swab systems that use the same device for all anatomical sites.

1.2.9. Instrument Specifications: The vendor shall supply instrumentation meeting the following requirements:

1.2.9.1. Instrument system must be FDA-cleared or FDA-approved for NG/CT assays.

1.2.9.2. System must fully automate sample preparation, amplification, detection, result interpretation, and reporting.

1.2.9.3. Instrument must support simultaneous NG/CT detection from a single specimen.

1.2.9.4. Instrumentation must be installed and operational at the IDPH Division of Laboratories, 1155 South Oakland Ave., Carbondale, IL 62901.

1.2.9.5. Instrumentation must be fully compatible with IDPH’s laboratory information management system (LIMS). Vendor must provide all hardware, software, middleware, labor, and technical expertise necessary to ensure bi-directional interface functionality at no additional cost.

1.2.10. Software:

1.2.10.1. Software must include:

1.2.10.1.1. Bi-directional LIMS interface,

1.2.10.1.2. Automated sample barcode reading,

1.2.10.1.3. Bubble/insufficient sample detection,

1.2.10.1.4. Secure remote connectivity via BeyondTrust in compliance with DoIT protocols.

1.2.10.2. System must provide a minimum throughput of 200 specimens per 8-hour workday, with scalability for higher volumes if required.

1.2.10.3. Vendor must supply all computers, printers, UPS, and ancillary equipment required for system operation at no additional charge.

1.2.11. Installation and Verification Support: At no additional cost, the vendor shall provide:

1.2.11.1. Initial installation of instrumentation, computers, software, and related equipment.

1.2.11.2. On-site training of IDPH technical staff by certified product specialists. Off-site training, if provided, must be fully vendor-funded.

1.2.11.3. All test kits, QC materials, and consumables necessary for training and competency assessment.

1.2.11.4. All test kits, QC materials, and consumables necessary to conduct on-site verification studies before testing is placed into routine use.

1.2.12. Ongoing Support and Maintenance: At no additional cost, the vendor shall provide:

1.2.12.1. Preventive maintenance and repair services for all instrumentation within two (2) business days of notification, or within one (1) business day of receipt of replacement parts.

1.2.12.2. Toll-free technical support for instrumentation and reagents, available from 7:00 a.m. to 7:00 p.m. Monday–Friday.

1.2.12.3. All replacement parts, preventive maintenance parts, and repair parts, shipped FOB Destination at no cost.

1.2.12.4. Preventive maintenance schedules and quality control procedures consistent with Clinical Laboratory Improvement Amendments (CLIA) guidelines.

1.2.12.5. Replacement of any reagents, consumables, instrumentation, or QC materials that fail under proper use.

1.2.12.6. Original Equipment Manufacturer (OEM) software updates, including installation services and staff training, with at least three (3) business days advance notice.

1.2.12.7. Operating system patches, service packs, and vulnerability remediations. Current release patches must be applied within 30 days; zero-day vulnerabilities must be remediated as soon as validated by the manufacturer (generally within 2–5 days).

1.2.12.8. Provision of a loaner instrument if downtime exceeds five (5) consecutive business days.

1.2.12.9. Assurance of ≥95% instrument uptime across the contract term, measured quarterly.

1.2.12.10. Vendor shall coordinate all preventive maintenance in advance with the Laboratory Manager to avoid disruption to testing schedules.

1.2.12.11. Vendor shall maintain contingency plans to ensure continuity of reagent supply and testing operations in the event of instrument failure, manufacturer recall, or supply chain disruption. Vendor shall notify IDPH immediately of any production or distribution issues affecting test kit availability and provide estimated resolution timelines.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Instrument Installation:

1.3.1.1. Milestone: Instrument must be installed, operational, and ready for validation within 90-days of contract execution.

1.3.1.1.1. Deliverable: Vendor must ensure the installation of the instrument by the Vendor’s qualified field service staff, be operational, and ready for validation within 90-days for the contract execution.

1.3.1.2. Training and Validation:

1.3.1.2.1. Milestone: On-site staff training for the operation and maintenance of the instrument, proper performance of the assay, and validation of the test system will take place within 10 business days of the instrument installation.

1.3.1.2.1.1. Deliverable: Vendor must provide trainers to conduct training at the IDPH Carbondale Laboratory on the proper operation and maintenance procedures of the instrument, staff training on the performance of the assay, and assist in the validation of the test system. Training certificates shall be provided by the vendor for all staff completing the on-site training.

1.3.1.3. Reagents for Training and Validation:

1.3.1.3.1. Milestone: All reagents for training and validation shall be provided by the vendor at no additional cost to IDPH to completely train staff and validate the test system.

1.3.1.3.1.1. Deliverable: The vendor shall supply all necessary test kits, reagents, consumables, controls, calibrators, and specimens to train staff and completely validate the test system. All test kits, reagents, consumables, controls, calibrators, and specimens must arrive at the IDPH Carbondale Laboraotry prior to the day of training and validation.

1.3.1.4. Order Fulfillment and Shipping:

1.3.1.4.1. Milestone: All test kits, controls, calibrators, and consumable testing supplies must be shipped immediately upon receipt of the order. IDPH anticipates placing multiple orders per year for the duration of the contract.

1.3.1.4.1.1. Deliverable: Vendor must provide delivery confirmation, including shipping details (tracking number, estimated delivery date), within 24 hours of order placement.

1.3.1.5. Lot Consistency:

1.3.1.5.1. Milestone: All kits delivered within a single order must be from the same lot number, unless otherwise approved by IDPH.

1.3.1.5.1.1. Deliverable: Lot number(s) must be clearly listed on the packing slip and invoice accompanying each shipment.

1.3.1.6. Shelf-Life Assurance:

1.3.1.6.1. Milestone: All reagents delivered must have a minimum of 90-days of shelf-life remaining at the time of receipt by IDPH.

1.3.1.6.1.1. Deliverable: Expiration dates must be clearly documented on kit labeling and shipment documentation.

1.3.1.7. Delivery Costs:

1.3.1.7.1. Milestone: Vendor shall cover all delivery costs for test kits, controls, calibrators, consumables, instrumentation, equipment, and repair or maintenance parts. IDPH will place orders on an as-needed basis, with an estimated 2–4 shipments per year depending on volume and product expiration.

1.3.1.7.1.1. Deliverable: All shipping and delivery costs must be included in the bid pricing. No additional delivery charges shall appear on invoices submitted to IDPH.

1.3.1.8. Timely On-Site Support:

1.3.1.8.1. Milestone: Vendor must provide on-site service or repair support within 24 business hours of an IDPH request.

1.3.1.8.1.1. Deliverable: Vendor must maintain service logs documenting the date and time of the service request, response time, and repair/service completion.

1.3.1.9. Preventive Maintenance:

1.3.1.9.1. Milestone: Preventive maintenance for all instruments shall be performed according to the manufacturer’s recommended intervals and consistent with Clinical Laboratory Improvement Act (CLIA) guidelines to include all required maintenance parts and shipping.

1.3.1.9.1.1. Deliverable: Vendor must provide documentation of preventive maintenance service according to the instrument manufacturer’s recommendation in accordance with CLIA guidelines. All maintenance parts and FOB Destination shipping will be at no cost to IDPH.

1.3.1.10. Technical Support:

1.3.1.10.1. Milestone: Vendor must provide toll-free technical support for instrumentation and reagent issues, available Monday through Friday, 7:00 a.m. – 7:00 p.m. CST.

1.3.1.10.1.1. Deliverable: Vendor must provide a dedicated technical support phone number, staffed during stated hours, with call logs available upon IDPH request.

1.3.1.11. IT Support and Integration: Vendor shall not copy, transmit, or store any patient-level or laboratory data outside of State-controlled environments. Any data transfers for instrument support or updates must use encryption methods approved by the Illinois Department of Innovation and Technology (DoIT). Vendor shall notify IDPH within 24 hours of any suspected security or privacy incident involving IDPH data. Vendors must disclose the physical and logical location of any data storage used for support or remote access purposes and confirm compliance with Illinois data residency and privacy laws.

1.3.1.11.1. Milestone: Vendor shall provide all software, hardware, middleware, programming, updates, and technical expertise necessary to integrate the instrumentation with IDPH’s Laboratory Information Management System (currently STARLIMS).

1.3.1.11.1.1. Deliverable: Vendor must deliver a fully functional, validated, bi-directional interface to IDPH LIMS at no additional cost. Remote connectivity for instrument support must comply with State of Illinois cybersecurity policies and DoIT governance processes. Service engineers must establish Illinois.gov accounts and access instruments through BeyondTrust. No remote access shall be established until after contract execution and DoIT approval.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Training Requirements:

1.4.1.1. The vendor must provide in-person training to Illinois Department of Public Health (IDPH) Laboratory staff on the assay system, including use of test kits, instruments, calibrations, software, and all required routine user maintenance.

1.4.1.2. Training shall follow the vendor’s standard protocols for the equipment provided and must include competency demonstrations.

1.4.1.3. The vendor must supply all reagents, controls, and consumables required for training at no additional cost.

1.4.1.4. The vendor shall provide documentation of training completion for each participant (e.g., certificates, attendance logs, or equivalent).

1.4.2. Ongoing Training and Support:

1.4.2.1. Refresher training shall be provided at no additional cost upon major software or hardware updates, significant changes to assay procedures, or upon IDPH’s reasonable request.

1.4.2.2. Training materials (manuals, SOPs, e-learning modules, etc.) must be supplied in both print and digital format.

1.4.3. Vendor Staff Qualifications:

1.4.3.1. All vendor staff performing installation, calibration, maintenance, or repair must be certified by the equipment manufacturer for the specific model installed.

1.4.3.2. Service engineers must be trained and credentialed in compliance with State of Illinois cybersecurity and facility access requirements (e.g., background checks, Illinois.gov accounts).

1.4.3.3. Certified vendor personnel shall also provide IDPH end-users with hands-on guidance on proper operation, routine maintenance, and troubleshooting procedures.

1.4.4. Responsiveness and Availability:

1.4.4.1. Vendor service personnel must be available for consultation or on-site support within the response times defined in Section 1.3 (Milestones and Deliverables).

1.4.4.2. The vendor must maintain a roster of manufacturer-certified technicians available to support the contract and provide this roster to IDPH upon request.

1.5. TRANSPORTATION AND DELIVERY:

1.5.1. Delivery of Reagents, Test Kits, Controls, and Consumables:

1.5.1.1. Milestone: Vendor shall cover all shipping and handling costs. Deliveries must occur within seven (7) calendar days of order placement and only during business hours (Monday–Friday, 8:00 a.m.–4:30 p.m., excluding State holidays).

1.5.1.1.1. Deliverable: Vendor must provide delivery confirmation (tracking number, carrier, estimated delivery date) within 24 hours of order placement.

1.5.1.2. Milestone: All units must be labeled with lot number and expiration date.

1.5.1.2.1. Deliverable: Lot and expiration details must be listed on both unit labels and the accompanying packing slip/invoice.

1.5.1.3. Milestone: All shipments must preserve manufacturer-specified storage conditions throughout transit. Refrigerated or frozen products must be shipped with appropriate temperature control (e.g., insulated containers, gel packs, dry ice).

1.5.1.3.1. Deliverable: Vendor must provide, upon request, temperature monitoring documentation for each shipment.

1.5.1.4. Milestone: Products must arrive free from defects, damage, or temperature excursions.

1.5.1.4.1. Deliverable: Vendor must replace any defective, expired, or compromised product at no cost to IDPH within five (5) business days of notification.

1.5.1.5. Milestone: No palletized deliveries will be accepted. The IDPH Carbondale Laboratory has no loading dock.

1.5.1.5.1. Deliverable: All shipments must arrive via truck with liftgate service, with delivery personnel moving products inside the building.

1.5.2. Delivery of Instrumentation and Equipment:

1.5.2.1. Milestone: All instruments and equipment must be delivered inside the Carbondale Laboratory on a truck with a liftgate (no dock access).

1.5.2.1.1. Deliverable: Vendor must notify IDPH at least 48 hours prior to delivery, providing tracking information and estimated delivery time.

1.5.2.2. Milestone: A vendor Field Service Engineer must be present on-site at the time of instrument delivery to supervise proper handling, placement, and initial setup.

1.5.2.2.1. Deliverable: Vendor must provide delivery/service logs verifying engineer presence and instrument condition upon arrival.

1.5.2.3. Milestone: Instruments and equipment must arrive without defects or shipping damage.

1.5.2.3.1. Deliverable: Any defective or damaged instruments must be replaced at no cost to IDPH within five (5) business days of notification.

1.6. SUBCONTRACTING:

Subcontractors are not allowed.

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: Illinois Department of Public Health, 1155 South Oakland Avenue, Carbondale, IL 62901 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 firm.

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

2.3. ADDITIONAL CHARGES: There shall be no additional charges or penalties for contract shortfall or overages on estimated number of tests to be purchased. Testing volumes supplied for pricing are the best estimate at the current testing volumes.

2.4. RENEWAL COMPENSATION: If the contract is renewed, the price shall be at the same rate as for the initial contract term.

2.4.1. IDPH reserves the right to renew the contract for a total of no more than five (5) additional years in any one of the following manners.

2.4.1.1. One renewal covering the entire five (5) years.

2.4.1.2. Individual one (1) year renewals up to the entire renewal allowance.

2.4.1.3. Any combination of full or partial year renewals up to the entire renewal allowance.

2.5. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $Click here to enter text 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 and ending five (5) years from the last dated signature of the Parties. 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.

3.1.1.1. RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s): IDPH reserves the right to renew the contract for a total of no more than five (5) additional years in any one of the following manners.

3.1.1.2. One renewal covering the entire five (5) years.

3.1.1.3. Individual one (1) year renewals up to the entire renewal allowance.

3.1.1.4. Any combination of full or partial year renewals up to the entire renewal allowance.

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.

4.26.1. Vendor shall maintain version-controlled documentation for all software, middleware, and instrument firmware installed under this contract and provide updates to IDPH within ten (10) business days of implementation. Vendor shall maintain a current inventory of all instruments and serial numbers deployed under this contract.

4.27. EMPLOYEMENT 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. ATTACHMENTS

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

5.1.1. STATE OF ILLINOIS VENDOR DISCLOSURE (formerly named FORMS A):…