PO26-684 Putative Father Invitation for Bid Contract.docx

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

Department of Children and Family Services Putative Father Contract

26-418DCFS-PROCU-B-52953/PO26-684

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 Dept. of Children and Family Services (DCFS or Department) is statutorily required (750ILCS 50/12.1) to administer the Putative Father Registry (PFR).

A Putative Father is defined as a man who may be the child’s biological father but who was not married to the child’s mother on or before the date of the child’s birth and who has not established his paternity through legal proceedings. The legal proceedings include signing a Voluntary Acknowledgment of Paternity, establishing paternity with the Clerk of the Circuit Court, or visiting a representative from the Illinois Department of Healthcare and Family Services.

The Department created the PFR in 1994 to improve the process of notifying a biological father that his child may be the subject of an adoption proceeding, to protect the father’s rights to assert his interest and to protect those interested in the adoption of the child. The Putative Father Registry has the following basic functions:

· Facilitating the efforts of putative fathers to register with the PFR.

· Providing Certification of Registration with the PFR to fathers.

· Maintaining confidentiality of data provided by fathers.

· Facilitating the efforts of interested parties to search the registry for putative fathers.

· Conducting searches of the PFR for interested parties to determine if a putative father is registered; “interested party" is defined as:

· A child’s mother.

· A child’s father.

· A child welfare agency to whom the mother has expressed an interest in making an adoption plan.

· The potential adoptive parent.

· An attorney representing any one of the above parties.

· Informing interested parties of the results of the search.

· Facilitating and processing payments of fees for PFR search requests.

DCFS and Child Welfare Contributing Agencies (CWCA) child protective and child welfare services staff, and private adoption agencies and adoption attorneys may conduct a PFR search.

Fathers must register with the PFR no later than 30 days after the birth of the child. The court then ensures registered fathers are notified if the child is the subject of a pending adoption. When the father receives a “notice of pending adoption,” he can appear before the court to provide information about the child’s best interests.

The purpose of the Registry is to determine the identity and location of a putative father of a minor child who is, or who is expected to be, the subject of an adoption proceeding, to provide notice of the proceeding to the putative father.

The program must also have the capacity to conduct a search when an infant has been abandoned and there is no identifying information provided on the mother, infant or putative father. The common factors would be the anticipated, approximate, or actual date of birth of the infant and geographic location.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. The Putative Father Registry (PFR) must maintain the following information, if known:

1.2.1.1. With respect to the putative father: his name, any known aliases; his address at which he may be served with notice of an Illinois adoption petition, including any change of address; social security number; date of birth; his employer; his physical description; and if applicable, a certified copy of an order by a court of this State or another state or territory of the U.S. adjudicating the putative father to be the father of the child.

1.2.1.2. With respect to the mother of the child: her name, any known aliases; her address including any change of address, social security number; date of birth; her employer and her physical description.

1.2.1.3. With respect to the child, the name, gender, place of birth, and date of birth or anticipated date of birth of the child.

1.2.1.4. The date that DCFS received the putative father’s registration.

1.2.1.5. Other information that DCFS may by rule or procedure determine necessary for the orderly administration of the PFR.

1.2.2. Vendor must have billing procedures and practices to collect fees from certain specified parties requesting PFR.

1.2.3. A critical objective of this program is to have zero errors in administering the PFR, including the collection and retention of data, acceptance, and maintenance of registries by putative fathers and responses to PFR search requests.

1.2.4. The Vendor must collect data, monitor activity, and routinely report progress on the required Quality Performance Measures. These reports must be incorporated into the Continuous Quality Improvement activities involving the Vendor and the Department.

1.2.5. The Vendor must maintain, monitor, and improve as needed, the PFR system, which utilizes a web application that consists of multiple websites with links from the Illinois DCFS public website Putative Father Registry home page on the DCFS Intranet (D-Net). It is a freestanding website with its own domain name and URL address that can be reached directly from any Internet-connected computer. Individuals can register as a Putative Father online, by fax, in person at the PFR office or by sending registration documents to the PFR office by U.S. mail. Search requests and certified results can be transmitted online via the PFR website, by fax or U.S. mail. Users of the system are:

1.2.5.1. Fathers registering to the system and his lawyer (if applicable). There is no fee associated with registering with the Putative Father Registry.

1.2.5.2. Non-billable users with username and password access:

1.2.5.2.1. Field staff from DCFS and POS agencies with access to the D-Net for cases involving children in care and adoptions of children in care.

1.2.5.3.2. CWCA without access to the D-Net for adoptions of children in care

1.2.5.3.3. Lawyers of prospective adoptive parents or adoption agencies for adoptions of children in care

1.2.5.3.4. Not-for-profit legal aid organizations

1.2.5.3.5. Others, by individual case review

1.2.5.3. Billable Users:

1.2.5.3.1. Adoption agencies in non-DCFS adoptions

1.2.5.3.2. Lawyers of adoption agencies or prospective adoptive parents in non-DCFS adoptions

1.2.5.3.3. Other

1.2.6. The system must have the capacity to search by the mother’s information or the father’s registered information and the date of birth of the baby. Fathers must provide the mother’s full information for the search by mother’s name to be possible. The system must search for anything that sounds phonetically similar to the mother’s and father’s information so that the Operators: an employee of the vendor who is trained to operate the PFR database/website can determine if the same name or anything similar is registered. This prevents the overlooking of a registration because of spelling or typographic errors.

1.2.7. The PFR Operators and the PFR web-based system must manage the current caseload and complete search requests within 48 hours.

1.2.8. The system must have the potential to perform more searches and remain within the 48-hour completion deadline. If an unforeseen increase in search activity were to occur, the online system must absorb the additional volume by hiring another PFR Operator, who could login and start performing searches and other daily operations to meet system demands.

1.2.9. A father must be able to register with the Illinois Putative Father Registry in the following manners:

1.2.9.1. Go to the home page of the PFR website and click on the “Register” icon, complete the Father Registration Form, and submit it using an electronic signature.

1.2.9.2. Call to request a Father Registration Form, and complete, sign and return the form to the Registry by U.S. mail or fax (in this case, a PFR Operator enters the data into the system.

1.2.9.3. Visit the PFR office which must be located in Illinois and complete the registration process in person with assistance from one of the PFR Operators. This office must be open five days per week, Monday through Friday, from 8:30 a.m. to 5:00 p.m., excluding the recognized State holidays of New Year’s Day, Martin Luther King Day, Lincoln’s Birthday, President’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veteran’s Day, General Election Day, Thanksgiving Day plus the Friday after Thanksgiving, and Christmas Day.

The Vendor must be responsible for securing and maintaining the PFR office at its own expense, including all lease, utility, and facility costs associated with the location.

1.2.10. The system must provide a Certification of Registration for the father that can be signed electronically by the PFR Operator and printed by the father from the online screen or mailed to the registrant. The information provided to the Registry must be kept confidential and accessed only by an authorized party who sends an application for a search of the Registry.

1.2.11. Use of the Search System to Request a Search and Obtain Results all users of the search system must be required to certify their identity via the online form and be authorized to request a search. The certification of their identity is signed electronically and submitted to the PFR. Access to the system is provided via username and password.

1.2.12. For all search access users, there must be two-tab selections on the website “Request Search” and “Search Results.” “Request Search” allows the user to complete a search request that must be forwarded to the PFR Operator when submitted. “Search Results” allows the user to retrieve the results (father found or not found) and certification for court purposes. It is necessary for the inquiring party or user to supply a child ID number if the child in question is in care. The user then completes the form online and submits it to the PFR system. A notification screen alerts the user that the request has been received and is in-process.

1.2.13. The system must check misspelling and other spellings of a name against the names entered for the search. If the user entered an email address, an email notification must be generated automatically letting the user know when the results are ready.

1.2.14. The application server and the database server must be separately maintained by the vendor and each must have its own file system. The application server must be used for transaction processing and report generation. The database and application server code must be automatically replicated to the back-up facility every five minutes and a full back-up must be performed on the database server daily.

1.2.15. An asymmetric key encryption must be used in this system. All data must be encrypted before sending and decrypted after the public key matches the private key to ensure against unauthorized users deducing the original data. The PFR system must support various browsers. Users must not be required to install any additional components to use the PFR system, including Plug-ins, ActiveX, and JAVA versions. Vendor must use encryption to protect information passed between users and the PFR system. All IDCFS-approved PFR forms must be converted to templates on the website that can be completed online.

1.2.16. The Vendor must maintain a billing and notification system that performs the following functions:

1.2.16.1. Automatically determines whether a search request is billable or exempt based on the user's account type and, for DCFS cases, validation of the Child ID against the current Child ID list provided by DCFS. All DCFS user accounts must be associated with an Illinois.gov email address.

1.2.16.2. Notifies the user at the time of the search request whether a fee will be charged, through on-screen notification that clearly states whether the search is exempt or billable and the amount of the fee.

1.2.16.3. Requires billable users to prepay for searches before a search request can be submitted. The system must allow users to purchase one or more searches in advance and draw against the prepaid balance as searches are submitted.

1.2.16.4. Accept payment by ACH, eCheck, and credit card. All payments must be deposited directly to the State Treasurer's Office. The Vendor must not handle or process paper checks.

1.2.16.5. Automatically tracks and records each user's account activity, including searches purchased, searches used, fees charged, and payment status.

1.2.16.6. Generate and send a DCFS-approved invoice and accompanying notification to each user who incurs a charge.

1.2.18. Search fees, exempt users, and fee amounts are set forth in Attachment 1 (Putative Father Registry Fee Schedule). The Department reserves the right to adjust the fee schedule during the term of the contract by written notice to the Vendor. The Vendor must implement any fee changes within 30 calendar days of notification.

1.2.19. The Vendor must provide the following fee-related reports to DCFS:

1.2.19.1. A daily activity report for each user account, including the number of searches submitted, the date and time each search was submitted, and the payment status of each search (paid, unpaid, or exempt).

1.2.19.2. A daily search summary report with separate columns for Non-DCFS Searches (fee charged) and DCFS Searches (no charge). This report must allow DCFS to review billing activity and notify the Vendor of any necessary changes to the fee process, criteria for charging, individual exemptions, refunds, or voided invoices.

1.2.19.3. A monthly report of all payments received, including the number of searches purchased, payment method (ACH, eCheck, or credit card), and total revenue collected. This report must be provided to the DCFS administrative team for review by the fifteenth (15th) day after the end of each month.

1.2.20. The Vendor must not charge fees for searches involving a child in DCFS care who is being adopted, or searches requested by a not-for-profit legal aid organization. Other fee exemptions must be considered on an individual basis and referred to the Contract Administrator for final decision. A valid email address is required for all persons requesting a search.

1.2.21. The Vendor must supply monthly copies of all data on a schedule to be specified by DCFS, or in the event the contract is terminated, of all documentation, database descriptions and definitions, back-ups of all databases and files, all applications software representing 100% of the functionality of the entire system (including both the web-site and batch operations and processes), to the Department’s Office of Information Technology until such time as the entire system is hosted on the Department’s Web-Facing Infrastructure.

1.2.22. The Vendor must maintain a disaster recovery plan which conveys how the Vendor must recover ALL data and restore services within the Department’s minimum service level requirement of 24 hours, until such time as the Department is hosting the entire system and data.

1.2.23 System Transition.

1.2.23.1. At the start of the contract, the Vendor must operate and maintain the PFR system under a Vendor-hosted model.

1.2.23.2. The Vendor must work with the Department to execute a complete and orderly transition of all system operations. The Vendor must submit a transition plan to the Department within 30 calendar days of contract execution that addresses, at a minimum, the following:

1.2.23.2.1. Migration of all data, including the complete registry database, user accounts, registration records, search history, and financial/billing records.

1.2.23.2.2. Transfer of all application software, source code, system documentation, database descriptions and definitions, and operational procedures.

1.2.23.2.3. Participation in knowledge transfer sessions coordinated by the Department covering system operations, search procedures, billing processes, and reporting requirements.

1.2.23.2.4. A parallel operations period of no less than 30 calendar days during which the Vendor must maintain the ability to operate the system to ensure continuity of service.

1.2.23.2.5. Verification testing to confirm that all data has been completely and accurately migrated and that the system is fully operational.

1.2.23.3. During any transition period, there must be no interruption to registration services, search processing, or the two-business-day response requirement. The Vendor must designate a transition lead who must serve as the single point of contact with the Department throughout the transition process.

1.2.23.4. The Department intends to eventually transition the PFR system from the Vendor-hosted model to a Department-hosted model as part of the DCFS CCWIS/IllinoisConnect project. No firm timeline has been established. The Vendor must cooperate with the Department in planning and executing this transition when the Department determines it is ready to proceed.

1.2.23.5. Upon expiration or termination of this contract, the Vendor must deliver to the Department all data, documentation, source code, backups, and system components as required by Section 1.2.22 within 30 calendar days.

1.2.24. The Vendor must maintain an off-site backup facility away from the main data center site for all disaster recovery needs. The Putative Father Registry system application server and the database server must be physically separate and have their own file system. The application server will be utilized for transaction processing and report generation.

1.2.25. The database and application server code must be automatically replicated to the backup facility every five minutes and a full backup performed on the database server daily. Each backup must be retained at the backup location for a minimum of 14 days so that in the event of a security breach the system can be restored to the state prior to the security breach. The meantime to recovery (MTTR) must not exceed one hour.

1.2.26. The Vendor must perform a disaster recovery test on the PFR system two times per year to ensure that proper procedures are in place in the event of an actual disaster. The scope of these tests must include taking data from the latest backup to the off-site location, restoring the data and bringing the application back online to verify that the application and data are operating properly. Vendor must review the results of each test and implement any changes or modifications that need to be addressed to protect the integrity of the system. These test results must be shared with DCFS.

1.2.27. The Vendor must constantly monitor the data replication process to ensure that all replications and full backups of the system are operating properly, and backups are performed at the following frequencies:

1.2.27.1. Every five minutes – The database server is automatically replicated to the off-site backup facility. Vendor must maintain the replication files for 14 days.

1.2.27.2. Nightly – A full backup of the database server is performed nightly. Vendor must maintain the backup files for 14 days.

1.2.27.3. Monthly – Each month the entire system is backed up to the backup facility. Vendor must maintain these monthly backup files for two years.

1.2.27.4. Upon Request – Whenever application changes are implemented the application server must be backed up prior to installation in order to provide a recover point in the event of failure. Additional backups must be made upon request.

1.2.28. The Vendor must ensure the facility housing the Data Center and PFR office is protected by a security system that includes door sensors and motion alarms, smoke and fire alarm systems, and security cameras at all entry points operating 24 hours per day. The facility must be monitored by a security system during non-business hours with unique access codes assigned to each employee. The Vendor must develop and maintain a physical security and emergency notification plan that outlines the Vendor’s protocol for responding to security breaches, facility emergencies, and unauthorized access. The plan must be submitted to the Department for approval within 30 calendar days of contract execution. The Vendor must notify the Department’s Contract Administrator within four hours of any physical security incident at the facility. The vendor must provide a type of proof, e.g., receipts, completion of certificates, photographs, signed statements, etc that the data center and PFR office complies with the terms of this contract on quarterly basis.

1.2.29. The Data Center that houses the PFR system must be in a limited access area with separate locks from the rest of the building; only essential personnel will have access. The Data Center must be constantly monitored by the vendor for environmental conditions such as heat, humidity, and power regulation. An alarm system must connect the Data Center to the local Police and Fire departments. An onsite natural gas-powered generator must provide backup power to the entire facility in the event of power failure. The vendor must maintain an Uninterrupted Power Supply (UPS) with a run-time of 30 minutes; however, the battery backup is needed only for the short time between the loss of power and start-up of the generator.

1.2.30. The PFR system backup facility must be located in a different facility with the backup servers in a locked server room. The exterior doors of the building and the server room door must have separate locks. Only essential personnel must have access to this facility. The building must be climate-controlled and constantly monitored for environmental conditions such as heat, humidity, and power regulation. An onsite natural gas-powered generator must automatically provide backup power to the entire facility in the event of power disruption. The facility must meet the project’s physical space needs, network and server capacity requirements, and physical and Internet security requirements.

1.2.31. Procedures and Recovery Benchmarks

1.2.31.1 Short Term Outages (4 hours or less) must be handled as follows:

1.2.31.1.1. Handle onsite.

1.2.31.1.2. Analyze notifications from any non-functioning generator to determine the cause of the problem and work with the company, as posted on the generator, to assess the outage duration.

1.2.31.1.3. Notify DCFS and users when the primary system will be available again and work diligently to meet this time frame.

1.2.31.1.4. Keep DCFS informed on outage duration so that all users are notified of any changes.

1.2.31.2. Long Term Outages (4 to 24 hours) must be handled as follows:

1.2.31.2.1. Put Long-Term Outage Procedures into effect within two (2) hours of experiencing a major telecommunications disaster and determining the outage will extend beyond four (4) hours.

1.2.31.2.2 Ensure backup system is properly functioning and note the time of last data replication.

1.2.31.2.3. Notify users of the time of the last data replication and IP address to the back-up system and indicate they should use this system until further notice.

1.2.31.2.4. Instruct users to contact the PFR office if anything was created or submitted since the time of last data replication so that the vendor can work with the user to restore the data.

1.2.31.2.5. Notify users, when the primary system is available again, that another brief outage will occur to bring the primary system back online and disable the backup system.

1.2.31.3. Catastrophic Events (more than 24 hours) must be handled as follows:

1.2.31.3.1. Launch the same action as the long-term outage.

1.2.31.3.2. Change the Domain Name System (DNS) records to point to the back-up system until the problem has been corrected.

1.2.33. System and Organization Controls (SOC) 1 Report

Vendor must certify it has undergone an independent third-party audit in accordance with Statement on Standards for Attestation Engagements (SSAE-18) Certification and must provide the State with System and Organization Controls 1, Type 1 (SOC 1, Type 1) report within 90 days of initial implementation/contract execution and System and Organization Controls 1, Type 2 (SOC 1, Type 2) report within One-Year of initial implementation/contract execution, and annually thereafter with applicable Bridge/Gap letter.

1.2.34. System and Organization Controls (SOC) 2 Report

Vendor must certify it has undergone an independent third-party audit in accordance with Statement on Standards for Attestation Engagements (SSAE-18) Certification and must provide the State with System and Organization Controls 2, Type 1 (SOC 2, Type 1) report within 90 days of initial implementation/contract execution and System and Organization Controls 2, Type 2 (SOC 2, Type 2) report within One-Year of initial implementation/contract execution, and annually thereafter with applicable Bridge/Gap letter. The SOC 2 Type II report must cover all five (5) trust principles: i.e., Security, Privacy, Confidentiality, Availability and Processing Integrity.

1.2.35. The Vendor must provide a response to all PFR inquiries within two business days. All registrations, search results, and court certifications must be completed within two business days. The system must automatically record the date and time of each father registration, search request, and completed certification when received. The system must display incoming search requests to Operators in the order received, along with the date and time of receipt and the time remaining to meet the two-business-day response requirement. The Vendor must utilize additional operators as backup to accommodate increased search request volume.

1.2.36. The Vendor’s system must be of sufficient quantity and capacity to meet a monthly average of 400 search requests and the registration needs of putative fathers, mothers, and other interested parties, which currently averages 50 registrations per month.

1.2.37. The Vendor must ensure the PFR system is accessible to users with varying levels of computer experience and to users whose primary language is not English. At a minimum, the Father Registration section must be available in English and Spanish, and the Vendor must provide translation and language assistance services to PFR users as needed. The Father Registration interface must be designed for use by individuals with limited computer experience, using clear navigation and plain-language instructions.

1.2.38. A statement on the Putative Father Registry website must instruct Spanish language speakers to call a particular number for assistance in Spanish. The after-hours voicemail also provides information in Spanish. Vendor must work with the Department to maintain and establish other needed translation services.

1.2.39. The Vendor must create, maintain and regularly review and revise as necessary a detailed User Guide and Frequently Asked Questions (FAQ) document, both of which must be located on the Putative Father Registry website for quick and easy viewing by all users.

1.2.40. In the event the vendor plans to create materials for internal or external audiences for print, social media or other such related publications, including graphics, the vendor must follow the guidelines and obtain advance permission from the Deputy Director of Illinois Communications, or designee. Vendor agrees to follow guidelines that include use of the name of the Department, logo, color schemes, templates and other such related materials. No items will be published for internal or external audiences without receiving advance permission on documents indicating they are “DRAFTS.”

1.3. MILESTONES AND DELIVERABLES:

1.3.3. The Vendor must deliver SOC 1 and SOC 2 reports in accordance with Sections 1.2.33 and 1.2.34 on the following schedule:

1.3.3.1. SOC 1, Type 1 report: within 90 days of contract execution.

1.3.3.2. SOC 2, Type 1 report: within 90 days of contract execution.

1.3.3.3. SOC 1, Type 2 report: within one year of contract execution.

1.3.3.4. SOC 2, Type 2 report: within one year of contract execution.

1.3.3.5. Annual SOC 1, Type 2 and SOC 2, Type 2 reports: annually thereafter, with applicable bridge/gap letters covering any gap between report periods.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. Putative Father Registry Operators must have a minimum of three years of customer service experience, including experience providing help desk or user support for a web-based application. The Vendor must provide customers assistance to all PFR users according to their needs.

1.4.2. The Putative Father Registry Operators must be trained to work with fathers that may be incarcerated, may have limited language or communication skills, or may need someone simply to listen and let them express their need for information and assistance. Putative Father Registry Operators must be able to assess the circumstances and needs of the fathers and provide individualized assistance. The Operators must have a minimum of three years of customer service experience with multicultural clients.

1.4.3. The Vendor must ensure that PFR operators are capable of conducting normal business operations remotely through any Internet connection to maintain continuity of service in the event the PFR office is inaccessible. The PFR office must remain staffed during all required business hours as specified in Section 1.2.9.3. If an operator is unavailable for any period of time, the Vendor must designate another trained operator to continue operations.

1.5. TRANSPORTATION AND DELIVERY: N/A

1.6. SUBCONTRACTING:

Subcontractors are allowed.

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

1.6.2. 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.

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

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

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

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

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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 $Click here to enter text without a formal amendment. The maximum amount will be entered by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial term commencing upon the last dated signature of the Parties and ending in 10 years. 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.

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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 rights, 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,…