PO24-020 SAFE MODEL State Supplemental TeRms and conditions procured contracts.doc

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 this Contract and materials that arise out of the performance of this 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 more than 30 days after the end of the fiscal year or more than 30 days after 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. 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 shall require all employees, subcontractors, and volunteers working on this Contract, , who have access to clients and/or confidential client information, to undergo a driver history and a criminal history check via fingerprints, a check of the Child Abuse and Neglect Tracking System and other state child protection systems, as appropriate, , and a check of the Illinois Sex Offender Registry whenever the Department deems it reasonably necessary and at the Department’s expense all as set forth in Department rules, regulations, procedures and protocols. Contractor and/or subcontractor shall reassign immediately any such individual who, in the opinion of the State, does not pass the background check.

b) A Contractor's failure to comply with the background check screening requirements identified in the Contract shall constitute grounds for immediate termination of the Contract..

c) All person’s subject to background check screening must complete the Department's authorization forms and certify by their signature that the information provided on their authorization forms is true and accurate and acknowledge that any misrepresentation and/or omission of any material fact on the authorization forms shall render them ineligible to perform services pursuant to the Contract.

EQUAL OPPORTUNITY

All adults, children and youth shall be treated in a manner consistent with the Illinois Human Rights Act (775 ILCS 5/101 et seq.) and the Department’s non-discrimination guidelines as outlined in the Department’s rules and procedures, including but not limited to Appendix K, Support and Well-Being of Lesbian, Gay, Bisexual, Transgender and Questioning Youth to Procedure 302, Services Delivered by the Department. This includes freedom from discrimination and denial of services based upon an individual’s sexual orientation, gender identity, and gender expression (SOGIE). All adults, children and youth shall have the right to equal access to services provided by DCFS and its contracted providers.

NOTICES

a) For any address change, the Contractor will give written notice of any change(s) of its principal office address at least 30 days in advance of the change.

b) Written notice of changes of name, ownership, taxpayer identification number or taxpayer certification shall be provided at least 60 calendar days in advance. Such changes may require new licenses and Contracts.

c) The Department retains the right to amend Budgets, Program Plans, and Contracts based on its operational needs after notifying the Contractor of the changes.

REPORTING, STATUS AND TAX CREDITS

a) The Contractor agrees to immediately notify the Department of service of summons on the Contractor of an action against the Contractor for any and all liability, loss, damage, cost or expenses including attorneys’ fees, arising from the acts or omissions of the Contractor and/or its employees and/or its subcontractors relating to services delivered by Contractor to the Department.

SUPPLEMENTAL PROVISIONS

a) The Office of the Inspector General (OIG) of the Department has the authority to impound and have access to records and facilities without advance notice when the OIG has reason to believe that advance notice could jeopardize its investigation. The Contractor further agrees that, for the purposes of this section, documents and records include all computer, electronic and digital data. In cooperation with the OIG, the Contractor agrees to the following:

1) To fully comply with requests or Notices of Impounding by the OIG for the production of documents and records.

2) To refrain from removing, altering or tampering with documents requested or impounded by the OIG or that are the subject of a pending OIG investigation.

3) To maintain any records identified by the OIG in a manner to prevent tampering, altering or removal by employees.

4) To allow and encourage employees to speak to the OIG regarding pending investigations.

b) The Contractor certifies that it is in compliance with the Pro-Children Act of 1994, (Public Law 103-227). The Contractor prohibits smoking in any portion of its facility used for the provision of health, day care, early childhood development services, education or library services to children under 18 years of age which services are supported by Federal or State government assistance (except portions of the facilities which are used for inpatient substance abuse treatment).

c) legislation or to pay the salary or expenses of any individual engaging in said activity.

d) No federally appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement.

e) If any funds, other than federally appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence any of the above persons in connection with this Contract, etc., the Contractor must also complete and submit timely, federal form LLL, Disclosure Form to Report Lobbying, in accordance with its instructions.

f) If there are any indirect costs associated with this Contract, total lobbying costs shall be separately identified in the indirect cost rate proposal, and thereafter treated as other unallowable activity costs.

g) The Contractor must include the language of this certification in the award documents for all subcontracts. All subcontractors are required to be subject to and to comply timely with said certification and disclosure.

h) This certification is a material representation of fact upon which reliance was placed to enter into this transaction and is a prerequisite for this transaction, pursuant to 31 U.S.C. § 1352. Any person who fails to file the required certifications shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.

i) The Contractor understands and agrees that when adoptive parents request the names of attorneys, the Contractor will refer adoptive parents to the Statewide Adoption Attorney Panel (SAAP) list that may be obtained by calling the Department Advocacy Office for Children and Families or by checking on the Department Website at https://www2.illinois.gov/dcfs/Pages/default.aspx. The Contractor shall inform the adoptive parents that if they choose an attorney not on the SAAP, they will be responsible for payment of the legal fees; however the adoptive parent may be eligible for reimbursement.

FINANCIAL DISCLOSURES AND CONFLICTS OF INTEREST

The Contractor will create and adopt a Conflict of Interest Policy that reflects the specifications outlined in Department Rule 437, Employee Conflict of Interest (89 Ill. Admin. Code 437).

FORMCHECKBOX

Other (describe)

Agency Specific Supplemental Finical Disclosures

1. VENDOR SUPPLEMENTAL PROVISIONS

State of Illinois Chief Procurement Office General Services

Contract

V.18.2