Revised B-46377 FLEX contract-template-v-25-4.docx

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

Illinois Department of Public Health Contract Medicare Rural Hospital Flexibility Program

25-482DPH-RCHE4-B-46377

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 Medicare Rural Hospital Flexibility Program (FLEX) program was established in 1997 by Congress for state implementation in 1999 to assist small rural hospitals interested in Critical Access Hospital (CAH) certification and thereafter building hospital capacity and resources to support the CAHs to maintain financial viability, improve operations and services, support rural emergency medical services (EMS) systems, explore innovative ideas/programs to help CAHs prepare for future healthcare delivery system changes and population health needs. The focus areas of the grant are identified in the original legislation and amended by the Office of Rural Health Policy/Health Resources and Services Administration (ORHP/HRSA) over the years to maintain the program's relevancy.

The Illinois Department of Public Health (IDPH), Center for Rural Health (Center) applies for and receives a federal Medicare Rural Hospital Flexibility Program five-year cooperative agreement (CFDA 93.912) from the Health Resources and Services Administration (HRSA). This agreement enables state FLEX programs to support CAHs in training, quality reporting, performance improvement, and benchmarking; to assist facilities seeking designation as CAHs; and to create a program to establish or expand the provision of rural emergency medical services (EMS). The Department is currently in year 1 of the 5-year funding cycle.

The objectives and program areas detailed in the agreement are needed because the Center lacks expertise in CAHs or the staff to perform the duties.

The awarded vendor will collaborate with the Center on refining, implementing, and updating the Flex Grant work plan (see Attachment in Section 5 titled FLEX Program Work Plan) according to HRSA priorities and the needs of the hospitals served by the program, as well as preparing for future changes in the rural healthcare environment. The vendor collaborates with the Center to develop quality improvement benchmarks for the FLEX program, set State benchmarking targets, and implement the Illinois FLEX program. The Vendor and the Center will work together to identify appropriate staff of at least the required 1.0 Full Time Equivalent (FTE) (this 1.0 requirement can be met by multiple people) dedicated to managing and implementing the state FLEX program. The Vendor will ensure that staff has the appropriate training, including attending a FLEX Program Workshop within one year for all new staff members directly responsible for executing the duties of the FLEX. To ensure program maintenance and integrity, FLEX personnel staff are obligated to attend the national FLEX program meeting annually and one other regional or national meeting related to the administration of the FLEX Program. The FLEX staff will participate in information sharing and program improvement activities coordinated by designated FLEX program technical assistance providers and participate in the national evaluation of the FLEX program.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

The Vendor will manage and administer the federal Medicare Rural Hospital Flexibility Program (FLEX Program) for the Illinois Department of Public Health (IDPH) per federal award under the Health Resources and Services Administration, funding opportunity number HRSA-24-002.

1.2.1 The vendor is responsible for grant management and the execution of the grant activities, including oversight of subcontracts, program activities, and process measure collection. The vendor must also assist with education, training, and technical assistance on the FLEX Program, including assisting rural hospitals interested in becoming Critical Access Hospitals (CAH) and completing required IDPH and federal reports. Additionally, there are ongoing Technical Assistance opportunities throughout the year and vendor must participate in the Flex Reverse Site Visit annually.

1.2.2 The vendor must coordinate quality improvement activities, CAH peer group meetings, and educational activities. The vendor must also run the FLEX quality program, Medicare Beneficiary Quality Improvement Program (MBQIP), and submit data for Illinois CAHs.

1.2.3 The vendor must be responsible for financial accounting of the grant funds, appropriate disbursement of grant dollars, and ensuring communications with hospitals and subcontractor recipients.

1.2.4 The vendor must coordinate the hospital grant projects, prepare hospital grant agreements, complete year-end reporting, and conduct grant site visits.

1.2.5 The vendor must conduct a minimum of 30 trips of the 51 CAHs (two-thirds) using a statewide average of 250 miles round trip. The 51 hospitals will mostly remain the same throughout the contract cycle. There may be hospitals that close operations, opt out of the program, or transition to “critical access” status throughout the contract period, so the number of overall facilities (51) may change slightly but the 30 trips will remain the same. Travel also covers Project staff hosting two or more approved peer meetings in Springfield per month. The vendor will cover any additional in-state travel as in-kind support. Required out-of-state travel includes the annual Reverse Site Visit in Rockville, MD, and one other regional or national meeting.

1.2.6 The vendor must provide the necessary office equipment would be items like a desktop or laptop computer, printer, telephone, and technology support to manage the grant project and communicate with funding recipients, subcontractors, state partners, and IDPH. Funds will assist with the costs of Tru-Serve FLEX tracking performance measures, educational materials, program document design, internet services, office space, phone, accounting, and audit.

1.2.7 The Vendor must conduct the following core area activities, where a conflict between the contract and the attached FLEX Grant Program Work Plan, the FLEX Grant Program Work Plan document will prevail:

1.2.7.1 Quality Improvement

1.2.7.1.1 The Vendor must report and improve core patient safety and inpatient measures by (a) identifying best practices from (MBQIP) reports and conducting a workshop/training to review best practices focused on core patient safety or inpatient measures; (b) providing 1:1 technical assistance (TA) to facilities with reporting questions on antibiotic stewardship and Influenza vaccination of healthcare personnel (HCP); (c) provide in-depth Antibiotic Stewardship Training (ABT) stewardship programs to increase the knowledge and capacity for antibiotic stewardship ; (d) providing training on medication reconciliation or medication safety; (e) provide scholarships for 5 hospital infection control preventionists; (f) provide funding for two hospitals to have an in-depth evaluation of the whole hospital quality program with a written action plan and follow up technical assistance. (g) provide in-person training on healthcare associate infections specifically designed for critical access hospitals (h)subscribing to Tru-Serv software, which is used to track the impact of the activities of the FLEX Program.

1.2.7.1.2 The Vendor must report and improve core patient engagement measures by (a) conducting Hospital Consumer Assessment of Health Care Providers and Systems (HCAHPS) educational webinars and meetings, providing technical assistance to enhance patient experience outcomes and identifying high performers; (b) conducting ongoing educational webinars and quality improvement meetings with CAH quality peer group and providing technical assistance to individual quality improvement coordinators with their quality programs; (c) monitoring individual CAHs reporting into the MBQIP program and sharing best practices through quality peer group meetings; (d) sharing education, resources, tools, and lessons learned from the flex monitoring program with CAHs; and (e) continuing the multi-state Swing Bed Patient Engagement project (tablets and training) used to obtain patient engagement feedback for swing bed stays.

1.2.7.1.3 The Vendor must report and improve core care transition measures by (a) monitoring MBQIP reporting of care transitions for all 51 CAHs and reporting these measures to the Health Resources and Services Administration (HRSA)'s Federal Office of Rural Health Policy on a quarterly basis; (b) providing technical assistance to facilities with reporting questions, Emergency Department Transfer Communication (EDTC) and providing quality improvement opportunities; (c) providing support to the Illinois Improvement Program (IP) website and EDTC data collection through website hosting, content updates, and data report uploads.

1.2.7.1.4 The Vendor must report and improve core outpatient measures by (a) reviewing award applications to identify six CAHs to award funds To implement new or update existing outpatient service programs; (b) providing a minimum of 6 webinars on stroke care and management, maintaining the CAH stroke resource library, providing stroke technical assistance to CAHs, and attending state stroke meetings; (c) working with the American Heart Association to facilitate additional trainings as requested by the hospitals; (d) supporting the Outpatient Quality Measure and Benchmarking Portal by providing website hosting, content updates and website changes; and (e) funding scholarships to be given to stroke leaders to attend a stroke conference or for further education in the area of stroke readiness.

1.2.7.1.5 The Vendor must report and improve additional care transition measures by engaging a core group of 10 CAHs to collect Swing Bed Quality Data. Data must be collected monthly from the hospitals and compared among State CAHs and benchmarked against several other state programs collecting the same data. A subject matter expert will provide ongoing education on Swing Bed topics

1.2.7.2 Finance and Operations

1.2.7.2.1 The Vendor must conduct a statewide operation and financial needs assessment. Vendor must review applications and identify 12 CAHs based upon pre-determined national FLEX program criteria such as financial distress, revenue cycle management issues and limited cash flow, and award funds to implement projects that will improve financial operations and cash flow. Vendor must conduct an annual statewide evaluation of the CAH community and its financial and operational needs.

1.2.7.2.2 The Vendor must (a) conduct a multi-day coding/billing boot camp for both CAH hospital personnel as well as clinic/practice staff; (b) provide a revenue cycle management webinar series; and (c) support the rural CAH Leader fellowship program by engaging content experts and cover training expenses for CAH participation this year. See FLEX Grant Program Work Plan for more details.

1.2.7.2.3 The Vendor must (a) conduct a statewide rural health clinic workshop with three rural health clinic (RHC) webinars based upon training needs of the RHC peer group; (b) provide scholarships for 6 rural health clinic (RHC) leaders to participate in the National Association of Rural Health Clinics (NARHC) Academy and become NARHC Certified Rural Health Clinic (RHC) Professionals; (c) review applications to identify ten hospitals projects and then distribute funds for the hospitals to conduct comprehensive environmental scans, capacity-building assessment to identify opportunities to improve financial outcomes, to evaluate cyber-security or information technology infrastructure; (d} support the rural Physician Fellowship program through the use of subject matter experts to address various issues and challenges facing new rural physicians; (e) provide 12 clinical education training webinars annually for CAH and RHC professionals; (f) support the Rural High Reliability Organization's initial cohort of 5 hospitals as they continue to work through the process and implement program changes ; (g)provide the opportunity for all State CAHs to participate in the state-wide emergency preparedness drill {h} provide scholarships for 5 people to participate in a Green Belt Training program consisting of online training, technical assistance and a capstone project (i) Vendor will provide a statewide educational training and networking workshop for hospital board members. The Medicare Beneficiary Quality Improvement Project that is part of the FLEX program supports Critical Access Hospitals on reporting quality measures, to improve the quality of care patients receive. These measures help CAHs understand health care processes, outcomes, patient perceptions of care, and organizational structure to guide decisions about improvements to health care services. Training the hospital board members on these quality measures helps ensure that the hospitals they serve provide effective, safe, efficient, patient-centered, equitable, and timely care.

1.2.7.2.4 The Vendor must support the Illinois Care Management Services certification program for rural providers by providing updates to class content due to regulation changes, subject matter experts to interact and coach the students, and financial support to participants in the program

1.2.7.3 Population Health

1.2.7.3.1 The vendor must support CAHs in identifying community needs. The vendor must also review applications and identify 12 CAH projects to award funds to conduct community outreach projects based on the needs identified in the community health needs assessment.

1.2.7.3.2 The Vendor must assist CAHs with engaging with community stakeholders and public health experts to address specific community needs. Vendor must (a} host a statewide workshop for local coalitions on substance use disorders, treatment modalities and support programs; (b} host a statewide workshop on building mental and behavioral health resources to address social determinants of health; (c) review applications to identify eight hospitals to award funds to initiate and/or expand local behavioral health services in rural communities; (d) support the creation of a rural clinically integrated network for its community that combines all the key components targeting social determinants specific to all age groups. Flex Program Area 1 - CAH Quality Improvement The Illinois Flex program knows that opioids and other substance abuse disorders are issues that impact rural communities across the country. To support the Illinois CAHs dealing with these problems, the program sponsors workshops specifically to address the substance use issues for rural communities.

1.2.7.4 Rural Emergency Medical Services Improvement

1.2.7.4.1 The vendor must create and administer a rural health EMS assessment.

1.2.7.4.2 The Vendor must review the application and identify ten CAHs and/or their resource hospitals to award funds for education and training programs for local rural EMS personnel; (b) must create a guide for CAHs or other Interested rural agencies in the creation and management of new rural EMS agencies.

1.2.7.5 Innovative Models

1.2.7.5.1 The Vendor must support the skilled nursing navigator program, which will include at least one of the initial participants, and the vendor will identify an additional two hospitals through a competitive process focusing on managing Long Coronavirus Disease (COVID) patients.

1.2.7.5.2 The Vendor must work with the Lilypad Practice Operations National Database (POND) POND program to engage Rural Health Clinics across Illinois in providing quality and efficiency benchmarks for the practice operations national database portal.

1.2.7.6 CAH Designation

1.2.7.6.1 The Vendor must provide ongoing technical assistance to CAHs and/or other outside organizations seeking information on the various aspects of the CAH program and manage any CAH in-state conversions.

1.2.7.6.2 The Vendor must provide ongoing technical assistance to CAHs and manage any CAH in-state transitions.

1.2.7.7 Rural Emergency Hospital

1.2.7.7.1 The Vendor will supply technical assistance and education to any hospital interested in evaluating the change to a Rural Emergency Hospital model. The vendor must also supply funds to the hospitals to evaluate the impact of inpatient services and administrative overhead loss and evaluate outpatient services, surgical services, and the community's needs.

1.2.8 Additional Requirements

1.2.8.1 The Vendor will ensure program staff have an introductory workshop training, including attending a Flex Program Workshop within one year of start date of new staff directly responsible for executing the duties of the Flex award. This introductory workshop is supported by the Federal Office of Rural Health Policy (FORHP) and coordinated by the Technical Assistance and Services Center (TASC), a program of the National Rural Health Resource Center (The Center).;

1.2.8.2 The Vendor will participate in information sharing and program improvement activities coordinated by designated Flex Program technical assistance providers

1.3. MILESTONES AND DELIVERABLES:

Program Area 1 – CAH Quality Improvement

· The Vendor will review the Annual Quality Assessment and use the information to plan MBQIP training, quality education, and technical assistance.

Quality Improvement Education

· The Vendor will conduct a Quality Assurance Project Improvement (QAPI) with 6 user group presentations, each focusing on a specific component of QAPI.

· The Vendor will provide scholarships for Certified Professional in Healthcare Quality (CPHQ), Certified Infection Control (CIC), or Lean Training.

· The Vendor will provide three webinars focused on patient engagement and HCAHPS education.

· The Vendor will provide MBQIP education. Topics to be determined based on the needs assessment.

· The Vendor will provide access to swing bed basics and swing bed advanced classes for 30 participants.

· The Vendor will provide an in-depth evaluation of the hospital quality program for two hospitals.

· 12 hours at each hospital assessing the quality program, interviewing front-line workers, and interacting with department managers.

· written assessment of the in-person findings

· written action plan for the quality manager.

· Ten follow-up technical assistance phone calls as they implement the action plan.

· The Vendor will provide an Opioid Stewardship webinar series.

· The Vendor will provide a swing bed and rehabilitation webinar.

· The Vendor will provide an in-person workshop focused on infection control education.

Quality Measure Reporting

· The vendor will provide technical assistance with reporting all MBQIP measures.

· The Vendor will subscribe to Tru-Serv for Flex activity tracking.

· The Vendor will monitor the Illinois MBQIP data portal and reporting from all CAHs. The vendor will also provide support for the Illinois MBQIP website, including website hosting, content updates, and data report uploads.

· The Vendor will provide website hosting and content updates for the Illinois Outpatient Quality Measure and Benchmarking Portal.

Quality Improvement Project

· The Vendor will provide for the Emergency Department Consumer Assessment of Healthcare Providers and Systems (ED-CAHPS) quality project.

· Provide subscription to ED-CAHPS survey program for 10 hospitals.

· Provide technical assistance to all facilities participating in the project with 6 peer group meetings. Based on the 1st quarter data, hospitals will pick an ED-CAHPS question to focus on improvement efforts.

· The Vendor will provide a Care Transitions Improvement project. Hospitals will focus on improving care transitions to reduce hospital-wide readmission measures.

· Provide three webinar series.

· Provide quarterly technical assistance during peer group meetings.

Program Area 2 – Finance and Operations Statewide Operational and Financial Needs Assessment

· The Vendor will perform a statewide needs assessment. Sources to be used include the Critical Access Hospital Measurement and Performance Assessment System (CAHMPAS) and data supplied directly from the individual hospital.

· The Vendor will subscribe to an RHC financial data portal. Access to this data will allow for a statewide RHC needs assessment.

Financial and Operational Education

· The Vendor will conduct a multi-day coding/billing training workshop. This workshop will provide information for both CAH hospital personnel and clinic/practice staff.

· The Vendor will provide a revenue cycle management webinar series.

· The Vendor will provide credentialing and provider verification training through a three-webinar series, with topics based on the training needs of the credentialing peer group.

· The Vendor will conduct RHC training.

· 3 RHC webinars based upon training needs of the RHC peer group.

· Scholarships for NARHC Certified Rural Health Clinic Professional Course.

· The Vendor will conduct webinars for the quarterly financial peer group meetings.

· The Vendor will conduct the Rural CAH Leaders Fellowship

· Speakers for the twice-a-month virtual meeting

· Project management training for the fellows

· Emotional Intelligence training

· The Vendor will provide Provider Leadership training. These programs address various issues and challenges facing new rural physicians, nurse practitioners, and physician assistants.

· Rural Physician Fellowship program

· Mid-level Provider Fellowship program (Nurse Practitioner and Physician Assistant)

· The Vendor will support the participation of all Illinois CAHs in the state-wide emergency preparedness drill.

· The Vendor will conduct virtual RHC mock survey training.

· The Vendor will host a two-day in-person CAH mock survey training to cover the environment of care, life safety, and emergency preparedness.

· The Vendor will update and add modules to the current care coordination course.

Finance and Operational Improvement Projects

· The Vendor will provide a Coding Improvement Project for eight hospitals. Coding audits can be conducted in the area(s) of the hospital’s choosing. The auditor will provide an action plan for the hospital to implement. Each hospital will share outcome measures before, during, and after the project.

· The Vendor will provide a Chargemaster Review Improvement project for a cohort of 8 hospitals. Each hospital will perform a Chargemaster review and share the improvement action plan created with the Flex program. Data on output measures will be collected before the project and then after the completion of the improvement action plan.

Program Area 3 – Population Health Statewide Population Health Needs Assessment

· The Vendor will perform a statewide population health needs assessment.

Population Health Education

· The vendor will provide Community Health Needs Assessment (CHNA) training for the hospitals. The training will provide information on increasing the impact and effectiveness of the CHNA and implementing it as part of the hospital’s strategic plan.

· The Vendor will provide a rural health focused Economic Summit.

· The Vendor will provide a population health webinar based on needs determined from the population health needs assessment.

· The vendor will provide project funds for nine hospitals to initiate and/or expand local behavioral health services in rural communities.

Population Health Improvement Projects

· Vendor will implement a Diabetes Primary Care/Chronic Care Model (CCM) program for five hospitals. The hospitals will utilize the funds to implement diabetes primary care/CCM programs or to improve their current program. Hospitals will report initial outcome measures and then continue with the reporting of measures.

· Vendor will implement a behavioral health integration project. Five CAH/RHCs will use the funds to add or improve behavioral health integration programs. Hospitals will report initial outcome measures and then continue with the reporting of measures.

Program Area 4 – Rural Emergency Medical Services Improvement EMS Statewide Assessment

· Vendor will review the 2022 EMS statewide assessment and determine needs.

EMS Education

· Vendor will provide EMS Billing Training.

· Vendor will provide for 15 CAHs and/or their resource hospital awards to fund education and training programs for local rural EMS personnel.

EMS Improvement Project

· The Vendor will conduct an EMS optimization project. One CAH hospital with an EMS department as part of its current organization will be chosen to implement this project. The project will improve overall operations, especially registration errors and billing accuracy.

Program Area 5 – CAH Designation CAH Conversions

· The vendor will provide in-kind support for ongoing technical assistance to CAHs and/or other outside organizations seeking information on the various aspects of the CAH program and manage any CAH in-state conversions.

CAH Transitions

· Vendor will provide in-kind support for ongoing technical assistance to CAHs and manage any CAH in-state transitions.

1.4. VENDOR/STAFF SPECIFICATIONS:

To meet program goals, the Illinois FLEX program must be staffed and contracted to exceed the HRSA recommended minimum of at least 1.0 full-time equivalent, either one full-time person or multiple part-time people.

The vendor must be responsible for grant management and the execution of the grant activities, including oversight of subcontracts, program activities, and process measure collection. The vendor is responsible for providing education, training, and technical assistance with the Flex program. The vendor will complete the required IDPH and federal reports. The vendor must have at least three years of FLEX and quality experience. The vendor must be responsible for needed quality improvement activities. The vendor will provide webinars, workshops, and other special activities identified in the Illinois FLEX Program Grant Work Plan (see Attachment in Section 5 titled FLEX Program Work Plan). The vendor is responsible for the required FLEX quality program, Medicare Beneficiary Quality Improvement Program (MBQIP), and data submission for Illinois CAHs.

Vendor Provided Positions:

Flex Grant Project Manager will be responsible for the day-to-day management of Flex Activities, including working with subcontractors to implement Flex program activities, monitor activity outputs and outcomes, and prepare state and federal reports.

The director of Clinical Programs will be responsible for technical assistance in hospital clinical operations including managing the clinical peer groups, facilitating peer meetings, and mentoring hospital nursing leaders.

The director of Finance will be responsible for financial accounting of the grant funds, appropriate disbursement of grant dollars, and ensuring communication with hospital and subcontractor recipients about financial matters.

1.5. SUBCONTRACTING:

Subcontractors are allowed.

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

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

1.5.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text

· Subcontractor Name: Click here to enter text Amount to Be Paid: Click here to enter text Address: Click here to enter text Description of Work: Click here to enter text If additional space is necessary to provide subcontractor information, please attach an additional page.

1.5.3. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

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

1.6. 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

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

2. PRICING

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

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

2.3. ECONOMIC ADJUSTMENTS: N/A

2.4. 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 on August 31, 2029. 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. Vendor 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 for half of the first-year award amount upon execution of the contract and will submit monthly invoices toward those expenses until the upfront payment is absorbed. Additional invoicing shall occur monthly for expenses beyond the upfront initial annual payment. Payment for contract years 2-5 will be issued as half of the annual payment upfront with monthly invoicing to follow.

Send invoices to:

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

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

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract. All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

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

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

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

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

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

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

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

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

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

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

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

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

4.16. APPLICABLE LAW:

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

4.16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

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

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

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

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on…