Lab Testing - Contract Template.docx

Illinois Racing Board Contract Equine Lab Testing – Illinois State Fairs Bid #27-579IRB-IRB57-B-53330

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 Racing Board (“IRB”) must meet its obligation to ensure the integrity of racing, to guard the health of the race horses, and to safeguard the interest of the wagering public and racing participants through the control of all drug substances, medications or other substances that might be administered to the racehorse in violation of 230 ILCS 5/36 of the Illinois Horse Racing Act, and 11 Ill. Admin Code, Section 603 of the IRB Rules (rulebook-aug25.pdf).

Under 230 ILCS 5/9(f), the IRB is vested with the authority to contract with and provide resources to third parties for the purpose of conducting blood, urine and other tests on the horses run or to be run in any horse race meeting.

The IRB is seeking a vendor to conduct analysis of equine blood and urine specimens collected under the jurisdiction of the IRB. The purpose of the analysis is to ensure that no drugs or other exogenous chemical substances prohibited by the IRB have been administered to a horse, nor that drugs or other exogenous substances permitted by the IRB exceed therapeutic threshold levels set by the IRB.

1.2 SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1 Scope of Services: Vendor will screen for drugs and exogenous substances in accordance with sections 1.2.6 through 1.2.9 below and will develop and maintain the ability to confirm any drug or substance detected through screening for which a scientifically acceptable confirmatory test is available.

1.2.2 Regulations for Testing: Vendor shall follow the rules and regulations published in the Illinois Register, Illinois Racing Board Notice of Adopted Rules, Part 603: Medication. These rules provide, inter alia, that no horse participating in a race, or entered to participate in a race and not scratched by the day of race, shall carry in its body any foreign, exogenous substance (603.30). A determination by the vendor of the presence of a foreign substance in a test sample, except as provided in Sections 603.60, 603.70 and 603.75, shall constitute prima facie evidence that Section 603.30 has been violated.

Sections 603.60, 603.70 and 603.75 provide exceptions for permitted therapeutic medications, furosemide, and certain potential “environmental contaminants.” By definition, certain concentrations of these excepted substances are permitted. Additionally, for any substance that is not specified in the IRB Rules, the IRB follows the current ARCI medication thresholds (https://arci.com/docs/ARCI-Therapeutic-Medication-Rules-version-4.2.1Dec2020.docx). Vendor will perform quantitative determinations of these substances and any other substances for which thresholds are established by regulation, in order to comply with threshold rules. The laboratory will report any occurrences of these substances above decision limits.

It is understood that the nature of prohibited and permitted substances, and the permitted concentrations of permitted foreign substances, may change periodically, and that the current Adopted Rules under Part 603 are the operative ones.

1.2.3 Vendor Responsible for Equipment: Vendor agrees to acquire and maintain all the necessary laboratory equipment, instruments, and supplies to fulfill the requirements and objectives of the Contract. Vendor is responsible for all its laboratory and office equipment, whether purchased or leased, including maintenance, operation, calibration, and repairs.

1.2.4 Laboratory Facility: Vendor agrees to acquire or lease and maintain suitable laboratory space of its own choosing for the delivery of testing services. The laboratory may be required to meet IRB standards, which may include provisions concerning security, size, and limited access.

1.2.5 Vendor to Provide Supplies: Vendor shall arrange to have at each racetrack tamper-proof evidence specimen containers for the collection of urine sample and serum separator and plasma separator blood tubes, needles and seals for collection of blood samples. Vendor shall also furnish all disposable specimen collection supplies, such as disposable gloves, plastic liners for jars, shipping containers, ice packs, and tamper-evident shipper seals. The specimen containers, blood tubes and seals shall be approved by IRB. Vendor need not provide equipment (e.g. centrifuges) for use at the tracks.

1.2.6 Testing Protocol: Vendor shall perform the tests on submitted specimens (blood or urine specimens, as appropriate) as noted below. Upon reasonable notice and at no additional cost to vendor, the IRB may require additions, deletions, or changes to testing protocols.

(a) Screening tests for prohibited drugs and substances, and quantitations on permitted medications. Confirmatory tests will be available in the laboratory for all prohibited substances detected in screening tests. Vendor will screen for all drugs, drug classes, and drug families as specified by the IRB. Screening will be by any scientifically suitable procedure.

(b) Testing referenced under 1.2(a) above encompasses all banned substances, and all permitted substances enumerated in Sections 603.60, 603.70, 603.75 and 603.210.

(c) Blood gas analysis for TCO₂ as requested by the IRB.

(d) Screening for, confirmation as appropriate, and quantitation of confirmed instances as appropriate, of the anabolic steroids testosterone, boldenone, nandrolone, and stanozolol in all serum specimens.

(e) Additional testing as may be required by the IRB.

1.2.7 Special Testing: Special testing requests will be requested through notification of both the vendor and the Executive Director of the IRB.

1.2.8 Chain of Custody: All specimens submitted for testing will be retained and stored in accordance with section 1.5 of this Contract.

1.2.9 Types of Samples: Vendor shall analyze the specimens specified, including but not limited to:

(a) Urine and blood (serum or plasma) collected from animals for various drugs and xenobiotics (603.30, 603.60, 603.70, 603.75, 603.90, 603.210);

(b) Blood for total carbon dioxide (TCO₂) (603.180);

(c) Postmortem blood samples collected by a veterinarian from the carcass (603.150);

(d) Special exhibit items collected or seized at racetracks, such as contents of boxes, drug vials, syringes, feeds, or feed supplements.

1.2.10 Confidentiality and Work Product: The Parties agree that all specimen test results will be owned by IRB. Vendor will keep all test results confidential, maintain them in a secure manner, and not reveal them to anyone, except as required by IRB, or by order of an appropriate regulatory or legal authority. Requests for information regarding testing procedures and results for IRB samples from persons outside of the IRB, including subpoenas, shall be forwarded to the IRB Legal and Administrative liaisons. Vendor shall maintain the following records for the indicated periods of time: (i) case books and positive test data, no less than ten years; and (ii) electronic data from all tests for ten years.

Concurrent with all reports of positive results, vendor shall prepare a package of all data, reports and other documents necessary to establish at an administrative hearing that the Chain of Custody requirements as detailed in Appendix B, Chain of Custody, attached hereto and incorporated by reference herein, have been met, and that the screening and confirmatory testing procedures established the presence of a foreign substance.

1.3 MILESTONES AND DELIVERABLES:

1.3.1 Quality Assurance: Vendor shall institute and maintain quality assurance and quality control programs that encompass all aspects of the testing process, including sample acquisition, chain-of-custody, screening and confirming test procedures, reporting results and sample storage. All analytical work shall be performed according to the laboratory’s written standard operating procedures. Vendor’s standard operating procedures shall be continuously reviewed and modified if necessary. Analytical methods will be developed for new drugs and their metabolites, as necessary. Each analytical method will be properly validated prior to every application.

1.3.2 Referee Laboratory: Confirmed positive findings of any prohibited drug or substance or of a prohibited quantity of a drug or substance in a specimen may require that the specimen, or an appropriate sample of it, be forwarded to an independent “referee” laboratory to confirm the findings. IRB agrees to consult with the Vendor in the selection and designation of such “referee” laboratories.

1.3.3 Analytical Techniques: Vendor shall commence testing within five business days of receipt of a sample. Blood samples requiring TCO₂ testing will be tested within five calendar days of the race date. Urine or blood specimens shall be screened using scientifically appropriate screening assays and methodologies. Vendor agrees to devise scientifically sound methods for instrumental screening assays to reduce overall testing costs. All presumptive positive samples will be confirmed for drugs and known cross-reacting compounds using appropriate extraction procedures followed by GC-MS or LC-MS analysis.

1.3.4 Reporting: All analytical findings shall be reported pursuant to Sections 603.130 and 603.140 of the Illinois Register, Illinois Racing Board Notice of Adopted Rules, Part 603: Medication. Vendor shall report positive test results of listed substances within 21 business days of receipt of a sample. If additional time is needed, vendor must notify the IRB Legal and Administrative liaisons. Failure to report positive results or failure to preserve a referee sample in accordance with Section 603.120 shall result in vendor being liable for an amount equal to the fine that would have otherwise been collected by the IRB, not to exceed $5,000 per impacted ruling.

1.3.5 Expert Testimony: Vendor shall make available its Laboratory Director and/or technical personnel to provide expert testimony at administrative or legislative hearings, Director’s Review conferences, legal proceedings, and other meetings as reasonably required, at no additional cost to the IRB.

1.3.6 Invoicing: Vendor shall invoice monthly for the services performed within the given month.

1.4 VENDOR/STAFF SPECIFICATIONS:

1.4.1 Conflict of Interest: Vendor shall ensure that no person shall perform work under this Agreement who, or any member of whose family, is (i) an official of, or has any financial or ownership interest in any licensee or occupation licensee engaged in conducting racing with this State, or (ii) an owner, trainer, jockey, or harness driver of a horse competing at a race meeting under the jurisdiction of IRB. Under this section, "family" shall mean husband, wife, brother, sister, parents, and children. Vendor shall further ensure that any person performing work under this Agreement shall (i) be prohibited from wagering at any pari-mutuel facility, including racetrack, inter track or off-track betting parlor in the state of Illinois and under the jurisdiction of IRB, and (ii) during the performance of this Agreement, provide no contractual services, nor enter into any agreements to provide services to persons or organizations licensed by IRB, without the explicit permission of IRB.

1.4.2 Laboratory Personnel: Vendor agrees to employ a sufficient number of scientists and technicians, with adequate training and experience, to meet the written specifications of this agreement.

1.4.3 Laboratory Accreditation: Vendor must maintain ISO/IEC 17025 Accreditation of its testing laboratory by American National Standards Institute National Accreditation Board (ANAB) or another approved accrediting body. Vendor must also be RMTC (Racing Medication & Testing Consortium) accredited.

1.4.4 Quality Assurance: Vendor shall institute and maintain quality assurance and quality control programs that encompass all aspects of the testing process, including sample acquisition, chain-of-custody, screening and confirming test procedures, reporting results and sample storage. All analytical work shall be performed according to the laboratory’s written standard operating procedures. Vendor’s standard operating procedures shall be continuously reviewed and modified if necessary. Analytical methods will be developed for new drugs and their metabolites, as necessary. Each analytical method will be properly validated prior to every application.

1.4.5 Sample Storage: Vendor shall maintain a secure area in which to store all specimens in the following manner:

(a) All samples shall be stored at 4 degrees C until initial assessment has been completed;

(b) All samples for which a negative test result has been obtained shall be stored in a frozen state for a minimum of 30 days post-race date; thereafter, they may be destroyed pursuant to Vendor's discretion; and,

(c) All samples for which a positive test report has been obtained shall be stored in a frozen state until the later of (i) all legal issues have been resolved, and (ii) a minimum of one year from the positive test report date. Vendor will provide the IRB Executive Director or designee a disposal request form for approval, which shall not be unreasonably withheld, prior to destruction of any positive test report specimen.

(d) Notwithstanding any other provisions of this Agreement, vendor will not unreasonably withhold granting any IRB written request for vendor to retain specific specimens for additional testing.

1.4.6 Laboratory Security: Vendor shall secure the testing laboratory by restricting access to persons employed in the lab, project supervisors, authorized students, other scientists or guests authorized and monitored by the vendor, members of law enforcement or regulatory bodies, and authorized IRB personnel or individuals authorized by the IRB. The laboratory will have and maintain a security system.

1.4.7 Sample Security: Vendor shall not release, or grant access to, any test specimens in its custody unless for purposes specifically authorized by IRB (that could include, but are not limited to, further testing at other laboratories) or as required by law or appropriate regulatory bodies.

1.5 TRANSPORTATION AND DELIVERY:

1.5.1 Specimen Collection: IRB shall have all specimens collected and labeled prior to transportation to the vendor.

1.5.2 Shipping Supplies: Vendor shall ship all containers and supplies to each racetrack and provide delivery of samples to vendor by a courier service approved by IRB. Samples shall be delivered to the laboratory by a licensed & insured courier within 96 hours of the end of the race day in which they are collected. The samples will be stored under lock and key at the tracks until pickup.

1.5.3 Chain of Custody: Vendor shall conform to national standards of chain of custody for forensic toxicology and forensic science laboratories. Chain of custody procedures shall be maintained throughout the testing sequence. Chain of custody will identify each person having physical possession of the sample, providing testing of the sample, and having responsibility for the storage of the sample, and will provide sufficient documentation to establish that each sample was resealed after each opening and stored in such a manner as to prevent tampering.

1.5.4 Sample Shipping: Vendor shall establish and conform to custody procedures and expenses for sample shipping. At minimum, the shipping container shall be insulated, secured and contain a numbered security seal that is affixed and recorded at the racetrack prior to shipment and removed and recorded by Vendor upon receipt of the container. Vendor shall provide a separate, secured receiving room containing a refrigerator for placement and storage of sample containers at a maximum of 4 degrees C and maintain a delivery log for all samples received.

1.5.5 Sample Verification: Vendor shall establish and maintain procedures to verify that the contents of a shipment have remained secure throughout the delivery process. Verification shall include procedures for documenting technician information, track and race date information, the date and time of sample delivery, I.D. number of the shipping container, I.D. number of the security seal, the number and type of samples received in the shipment, the condition of the samples and their security seals, and any additional miscellaneous information that may be provided by the IRB track personnel.

1.6 SUBCONTRACTING:

Subcontractors are allowed.

1.6.1 Will subcontractors be utilized? |_| Yes |X| 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: N/A Amount to Be Paid: N/A Address: N/A Description of Work: N/A

· Subcontractor Name: N/A Amount to Be Paid: N/A Address: N/A Description of Work: N/A 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: 824 Bull Lea Run, Suite 105, Lexington KY 40511 Value of services performed at this location: 100%

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.

2.3 MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $32,190.00 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 OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the parties and ending on September 30, 2026. 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.

3.2 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 ATTACHMENTS

5.1 BidBuy Purchase Order

Illinois Racing Board Equine Lab Testing – Illinois State Fairs Bid #27-579IRB-IRB57-B-53330

VENDOR

Phone: Click here to enter text.

Signature:

STATE OF ILLINOIS

City, State ZIP: Chicago, IL 60661

Printed Name: Domenic DiCera

Official’s Title: Executive Director

Legal Printed Name: Lindsay Evans

Legal’s Title: General Counsel

Fiscal’s Printed Name: Vitto Ezeji-Okoye

Fiscal’s Title: CFO

State of Illinois Contract v.25.4

AGENCY USE ONLY NOT PART OF CONTRACTUAL PROVISIONS

· Agency Reference #:

· Project Title: Equine Lab Testing – Illinois State Fairs

· Contract #: Bid #27-579IRB-IRB57-B-53330

· Procurement Method (IFB, RFP, Small Purchase, etc.): Small Purchase w/ Emergency Conditions

· BidBuy / Bulletin Reference #: Bid #27-579IRB-IRB57-B-53330

· BidBuy / Bulletin Publication Date:

· Award Code:

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

· Funding Source: 0632 – Horse Racing

· Obligation #:

· Other Preferences? N/A