PO20-082C Emergency Sleeping Cots and Supplies Solicitation Document.docx

JB Pritzker Governor

Marc D. Smith Acting Director

Illinois Department of Children and Family Services DCFS PO20-082C; Emergency Sleeping Cots and Supplies

DCFS PO20-082C; Emergency Sleeping Cots and Supplies Emergency Cots, Linens, and Hygiene Supplies for DCFS and POS Field Offices

Illinois Department of Children and Family Services 406 East Monroe Springfield, IL 62701 Issued November 13, 2019

Due:

3:00 PM Central Time November 27, 2019

1.0 Brief Description:

The Illinois Department of Children and Family Services (DCFS, Agency, Department) requests quotes from responsible and responsive vendors to meet its needs. A brief description is set forth below for the vendor’s convenience, with detailed requirements in subsequent sections of this solicitation. If interested and able to meet these requirements, the State appreciates and welcomes a quote.

2.0 GOAL

DCFS is seeking a five-year indefinite delivery indefinite quantity contract with a qualified vendor to provide emergency sleeping cots, linens, and hygiene products to two DCFS warehouse locations that will then distribute at our own expense to DCFS and POS 172 office locations throughout the state. The Agency intends to use this contract as-needed to replenish stock of cots, linens, and hygiene products that may be needed on an emergency basis for youth in the event they are kept overnight at a DCFS office.

2.1 SPECIFICATIONS

The Agency has two warehouses that will place orders on an as-needed basis and store supplies to replenish stock for 172 DCFS and POS offices with cots, linens and hygiene kits.

Brand name products requested may be substituted with a substantially equivalent product that meets the specifications below, however the brand name and a description of the item must be included in vendor’s quote or their quote may be rejected. The Agency reserves the right to reject products that are not substantially equal to the requested item(s). Vendor must be able to quote all items listed, partial quotes will not be accepted.

Sleeping Cots require a minimum 1 year warranty from the date Agency takes possession of the cot(s). Vendor shall directly administer the warranty process, Agency will not work with a third-party for warranty claims. If a warranty claim is required the Agency will notify the vendor via email. If requested, Agency will provide vendor evidence of cot failure, such as photographic evidence, to aid administration of warranty claim. If warranty claim is approved, vendor shall ship replacement product within 1 week at vendor’s expense.

Vendor shall not change the product quoted during the life of the resulting Contract without written approval from the Agency. If at any time during the term of the resulting Contract a product is discontinued or otherwise unavailable, the Agency reserves the right to approve a new product prior to shipment and request the Vendor provide the replacement product at the same cost.

Vendors quote shall include dock delivery for all items. Both DCFS locations allow for dock delivery. Delivery must occur Monday through Friday 8AM – 5 PM. Deliveries will not be accepted on weekends and state holidays.

2.2 AGENCY’S NEED FOR SUPPLIES / SERVICES

DCFS has a need to keep sleeping cots, linen, and hygiene products in DCFS and POS field offices for temporary sleeping arrangements for youth during emergency intake until a suitable placement is identified. These supplies are needed to ensure that youth have a comfortable place to rest while waiting for placement. This will be established as a 5-year indefinite delivery indefinite quantity contract to be used on an as-needed basis. A bulk order will be placed to stock supplies at the two identified DCFS warehouses and will then be replenished as needed.

2.3 SUPPLIES AND/OR SERVICES REQUIRED

1. ProPac Cot, Military Spec or Equivalent

a. Min Dimensions: 78in L x 28in W x 18in H

b. Maximum product weight 35lbs

c. Must have lightweight aluminum or steel frame

d. Must be rated for up to 500lbs

e. Must be easy to assemble/disassemble

f. Must include carry bag for storage

g. Must be able to purchase replacement storage bags

2. ProPac Compact Sleeping Matt or equivalent

a. Must be made of closed cell foam

b. Must be able to store rolled up

c. Storage bands/case or bag must be included

d. Must be able to purchase replacement storage bands/case or bag

e. Min Dimensions: 24″ W x 72″ L x 5/8″ Thick

3. ProPac Linen Set or equivalent

a. Each set must be must come individually vacuum-packed as a complete set

b. Each complete set must include:

i. Cot sheets (54″ W x 90″L), 2 each

ii. Polar Fleece Acrylic blanket (63″ W x 74″ L), 1 each

iii. Pillow, 100% Polyester fiber (19″ W x 23″ L), 1 each

iv. Pillow case made of cotton-Polyester blend (19″ W x 23″ L), 1 each

v. Nylon Laundry Bag (20″ W x 30″ L), 1 each

4. ProPac Children’s Hygiene Kit or equivalent

a. Each set must be individually packaged as a complete set

b. Each complete set must include:

i. Toothbrush,

ii. Toothpaste, 0.85 oz

iii. Bar Soap, 1.5 oz

iv. dry shampoo, 2oz.

v. stick deodorant, .5oz

vi. comb

vii. washcloth

viii. crayons and coloring book

ix. pencil and sharpener

2.4 MILESTONES AND DELIVERABLES:

Upon execution of the resulting contract, vendor shall ship initial order within two weeks and product shall be received by both locations within 3 days of shipping. DCFS will place bulk orders to replenish stock on an as needed basis.

All subsequent orders shall be shipped within two weeks of receiving an order and must be received by the requesting warehouse within 3 days of shipment. Vendor shall require DCFS staff signature for all deliveries and shall request shipper provide vendor proof of delivery to be included with monthly invoice. Monthly invoices shall include proof of delivery and signed Purchase Order for all supplies billed for.

Both Warehouses have docks, all delivery cost shall be included in vendor’s quoted price below. No additional costs are allowed. Shipments must be packaged in such a manner to prevent damage in transit. Agency is not responsible for damage or loss of product during transportation. Shipments containing damaged items may be rejected. If Agency accepts partial delivery due to damaged supplies, vendor shall ship replacements items within 3 days of notification from the Agency at Vendor’s expense, or at the request of the Agency, vendor shall issue a credit for the damaged supplies and invoice accordingly.

Minimum order shall be $750.00, in the event that Department places an order of less than $750.00, the vendor shall prepay freight and add the cost to the invoice on a separate line.

Deliveries shall be between 8:00AM – 5:00PM CST, Monday through Friday and exclude weekends and State Holidays. No partial order shipments, all requested items for each order shall be included in the shipment.

2.5 ECONOMIC ADJUSTMENT CLAUSE

The prices must remain firm for one year after the execution of the contract. Thereafter, requested adjustments will be limited to once during any given 12-month period.

All adjustment requests shall be made in writing, vendor shall not be entitled to apply an upward price adjustment without first obtaining approval of such request from the Department.

Maximum allowable adjustments shall be governed by the U. S. Bureau of Labor Statistics Consumer Price Index (CPI).

The base CPI published index will be determined by the month of the bid opening date. If the quote opening date occurs in May, then the base CPI will be May’s published index.

The published CPI Index at the time of the requested adjustment will be determined by the month and day the adjustment was submitted to DCFS regardless of whether it is a preliminary or final index publication. No further adjustment will be made once the maximum allowable adjustment has been calculated for the given 6 months.

The maximum allowable adjustment shall be calculated as follows:

Maximum allowable price = A / B*C A= Quote Price B= Base CPI (defined by date of quote opening) C= Published CPI Index at the time of requested adjustment

Requested adjustments shall include the contract number, commodity number, line number, quote price, and requested price adjustment in a similar format as follows:

In all cases the vendor must file a claim for such adjustment prior to the delivery of the goods. In any event, the claim for such adjustment will not apply to release orders executed prior to the date DCFS received the economic adjustment request.

If the vendor has unresolved complaints filed against them for non-delivery or poor quality, the request may be denied until such time as all past complaints are resolved.

2.6 TERM OF CONTRACT

The term shall commence upon the last dated signature of the Parties AND END at 60 months from the date of execution. No renewals are allowed.

2.7 INVOICING ADDRESS:

Illinois Department of Children and Family Services 406 East Monroe Springfield, IL 62701 Attn: Ron Handlin Ron.Handlin@illinois.gov

3.0 QUOTE TO THE STATE OF ILLINOIS:

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

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

If vendor requires a separate contract in addition to this solicitation document and resulting contract, the terms of this solicitation document and resulting contract shall be incorporated by reference in the vendor’s contract and the terms of this solicitation document and resulting contract shall control in the event of a conflict between contracts.

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

Vendor has:

Yes or No? Vendor has reviewed the solicitation document, including all referenced documents as well as the solicitation Instructions, filled in all relevant blanks, provided required information, and signed on the space(s) provided. Please attach completed document in BidBuy.

Yes or No? Vendor acknowledges receipt of all amendments to the solicitation and have taken those into account in making this Quote.

Yes or No? Vendor completed Responsibility Forms -Including but not limited to:

Business and Directory Information, Form A, or if registered in the Illinois Procurement Gateway, Form B. Completed and Signed Taxpayer Identification Number form, and provided their DUNS number.

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

3.1 PRICING

3.1 FORMAT OF PRICING:

3.1.1. Vendor shall submit pricing in the format below, based on the terms and conditions set forth in section 1 and 2 of this solicitation. Vendor’s price quote shall serve as the sole basis for compensation terms of the resulting contract. Failure to submit pricing as shown in this section may render Vendor’s entire quote non-responsive.

3.1.2. Pricing shall be submitted in the following format: see chart below.

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

3.3 EXPENSES ALLOWED: Expenses are not allowed; all cost shall be included in the offer.

3.4 VENDOR’S PRICING: Please complete table below and attach this document and any supporting documents in BidBuy. This is a not-to-exceed five (5) year small purchase procurement.

3.5 RENEWAL COMPENSATION: No Renewals Options are available.

3.6 MAXIMUM AMOUNT: The total payments under this contract shall not exceed the amount of $101,700.00 over a five-year period.

3.7 QUOTE: Please complete information as requested below and attach in BidBuy: Refer to Specifications in Section 2 of this document for additional information.

3.8 DISCOUNT: The State may receive a XXX discount for payments within 30 days of receipt of correct invoice. This discount will not be a factor in making the award.

3.9 TAXES: Pricing shall not include any taxes unless accompanied by proof the State is subject to the tax. If necessary, Vendor may request DCFS’ tax exemption number and federal tax exemption information.

3.10 Quote: Attach additional pages if necessary. Items cannot be changed after award without written approval from DCFS. In the event an item is discontinued or otherwise unavailable, vendor shall provide an alternative option at the same cost for DCFS approval.

3.10.2 Method to Determine the Low Vendor:

· The low vendor will be determined by the following formula:

((A*200) +(B*200) + (C*3503) + (D*3902))

4.0 Solicitation Contact and Instructions for submission

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

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

Amber Wright Phone: 217.785.0384 Department of Children and Family Services Fax: 217.557.0635 406 E Monroe, Station 470 Springfield, IL 62701 E-mail: DCFS.BidBuy@Illinois.gov

Vendor Conference / Site Visit:

Pre-Bid Conference Call November 20, 2019 2PM.

Call in Number 415-655-0002 Meeting number (access code): 800 822 994

Vendors may submit questions in writing to the solicitation contact. All questions must be received no later than close of business November 21, 2019. Questions received after that date will be answered at the discretion of the Department. We will provide written responses to questions and only those written responses shall be binding.

Quote Due Date, Time, and Submission Location:

Due Date: November 27, 2019 3PM CST

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

Mail/ Deliver Quotes To:

Department of Children and Family Services Attn: Amber Wright 406 E. Monroe Station 470 Springfield, Illinois 62701 Email: DCFS.BidBuy@Illinois.gov

LABEL OUTSIDE OF ENVELOPE / CONTAINER:

DCFS PO20-082C; Emergency Sleeping Cots and Supplies [Vendor Name & Address]

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

1. PAYMENT TERMS AND CONDITIONS:

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

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

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

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

1.5. Federal Funding: This contract may be partially or totally funded with Federal funds. If federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided in the award notice.

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

1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable Agency/University state tax exemption number and federal tax exemption information.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

16. APPLICABLE LAW:

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

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

16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

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

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

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

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

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

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

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

23. FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) (50 ILCS 140) notwithstanding any provision to the contrary that may be found in this contract.

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

25. WARRANTIES FOR SUPPLIES AND SERVICES:

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

25.2. Vendor shall insure that all manufacturers’ warranties are transferred to the State and shall provide a copy of the warranty. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

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

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

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

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

28.1. If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

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

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

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

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

STATE SUPPLEMENTAL TERMS AND CONDITIONS

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

SUPPLIES AND/OR SERVICES REQUIRED

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

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

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

SUBCONTRACTING

a) This contract or any part thereof shall not be subcontracted without a signed subcontract on file with the Contractor. For those subcontracts totaling $50,000 or greater, the Contractor is required to use the subcontract Agreement including the Subcontractor Standard Certifications and Financial Disclosures and Conflicts of Interest (Form CFS 968-SUB Rev. 4/2017).

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

PRICING

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

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

RENEWAL

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

PAYMENT TERMS AND CONDITIONS

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

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

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

ASSIGNMENT

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

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

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

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

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

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

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

CONFIDENTIAL INFORMATION

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

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

USE AND OWNERSHIP

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

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

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

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

e) The Contractor, its employees and any subcontractors, shall not copyright, copy, reproduce, allow or cause to have the materials copied, reproduced or used for any purpose other than performance of the Contractor’s obligations under this Contract without the prior written consent of the Department’s Director.

f) Upon expiration or termination of this Contract, all of the materials whether in paper, electronic or other forms shall be, at the option of the Department, delivered to the Department by the Contractor.

g) All equipment the Department assigns to Contractors is owned by the Department of Children and Family Services. The use of State-owned property and equipment for personal use or private gain is strictly prohibited. Contractors assigned equipment must also properly use, maintain, secure, and store the equipment in accordance with Department

Administrative Procedures 19 Property Control and 20 Electronic Mail/Internet Usage/SACWIS Search Function (available at http://dcfswebresource.dcfs.illinois.gov). Contractors shall return all equipment to the Department upon request.

h) The Contractor is strictly prohibited from using any funds provided under this contract for the purchase or acquisition of real estate or other real property.

i) The Department, in its sole discretion, has the right to limit or restrict access to its data and materials. The Department also has the right to limit or restrict individuals who work on specific Department projects.

BACKGROUND CHECK

a) The Contractor certifies that a criminal history check via fingerprints of persons age 18 and over, a check of the Child Abuse and Neglect Tracking System and other state child protection systems, as appropriate, drug testing in accordance with Department Administrative Procedure 24 Drug Testing of Employment Applicants, and a check of the Illinois Sex Offender Registry have been conducted for each employee, operator, others in family home, individual used to replace or supplement staff, service provider for the Department who has access to children, work study student, contractual staff, volunteers and parents, all as set forth in Department rules, regulations, procedures, and protocols. The Contractor further acknowledges that the Department may declare the Contract void if this certification is false.

b) The authorization required by the Department's background check screening process identified in Paragraph 4.14 a) above shall be on forms prescribed by the Department and comply with Department Rule 385 Background Checks (89 Ill. Admin. Code 385). A Contractor's failure to comply with the background check screening requirements shall constitute grounds for immediate contract termination and the Contractor's reimbursement of costs and expenses to the Department for all background check screenings authorized by the Contractor for applicants who are not persons subject to background checks as defined in Department Rule 385.20. "Persons subject to background checks" means:

* the operators of the child care facility;

* all current and conditional employees of the child care facility;

* any person who is used to replace or supplement staff

* any person who has access to children, as defined in this Section; and

* any person who provides services that allow unsupervised access to children if the requirement for background checks is a condition of a contract or agreement or is required otherwise under 89 Ill. Admin. Code 357, Purchase of Service.

If the child care facility operates in a family home, the license applicants and all members of the household age 13 and over are subject to background checks, as appropriate, even if these members of the household are not usually present in the home during…