Stockpile warehouse Final Draft for Bidbuy.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 57400031M Stockpile Warehouse

B-25-482DPH-PROCU-B-46450

Section I. SCOPE OF WORK

I.A. OVERVIEW AND PURPOSE

The Illinois Department of Public Health seeks a Vendor to serve as a medical logistics and asset coordinator for IDPH's Preparedness and Response mission. IDPH Office of Preparedness and Response is tasked with being prepared to respond to any Public Health emergency and provide needed medical support for all regional Health Care Facilities. This support could include emergency equipment required due to a shortage or failure of equipment at Partner Health facilities. IDPH OPR has a large amount of federal reserve medical supplies and equipment to assist the citizens of Illinois during times of Public Health emergency while waiting for additional federal assistance. IDPH needs a Vendor to provide space to store this equipment and potential space if IDPH requires an increase in operational tempo during a large-scale emergency. The logistic partner shall also assist with maintaining, shipping, and tracking medical supplies and equipment inventory to ensure effective rotation of and management of the existing inventory.

IDPH seeks to procure 20,000 square feet of storage space and 5,000 square feet of operating space, and when materials are within the vendor's facility, IDPH requires an additional 40,000 square feet for RSS operations in a secured warehouse facility. The storage and office space doesn't have to be one area but must be in the required sizes. This secured warehouse facility will serve as a reception center for receiving Durable medical equipment (including but not limited to pharmaceuticals, personal protective equipment, test kits, and any other items) and other related supplies and materials. This secured warehouse facility must comply with the US Department of Health and Human Services, Administration for Preparedness and Response, Division of Strategic National Stockpile's Receipt, Stage, and Storage Site Survey requirements, the US Food and Drug Administration's Current Good Manufacturing Practices (CGMP), and Illinois Title 68: Part 1330 and Federal 21 CFR 205.50. This solicitation will cover warehouse operations space, product storage, transportation of materials, maintenance of medical equipment, inventory management, and equipment rental fees. In the event of an emergency, the vendor, in addition to providing the secured warehouse facility, must provide warehouse staff and equipment to receive supplies and materials, repackage materials, and help ensure rapid delivery of the Federal emergency medical countermeasures materials. Overall, the mission is to quickly dispense emergency medications to the public, with a goal of distribution within 48 hours of a public health event, .

IDPH needs to ensure that the equipment and medical supplies stored in the warehouse are protected and maintained in a state of readiness for use during a public health emergency. IDPH requires a vendor to facilitate biomedical preventative maintenance and repair based on ventilator device manufacturer guidelines, Bilevel Positive Airway Pressure (BiPAP) Stock at RSS and inventory control of all equipment in the warehouse. IDPH maintains a stock of 449 Ventilators that require routine inspection and servicing to ensure items are in working order when and where the equipment is needed throughout the state of Illinois for health facilities that require additional support in times of medical crisis. IDPH requests the vendor to track when service is complete and ensure equipment readiness. Maintenance must be performed by the vendor or subcontracted to ensure IDPH can respond to these needs throughout Illinois.

I.B. SUPPLIES AND/OR SERVICES REQUIRED

The selected vendor will provide or subcontract any of the requirements listed in this section allowing IDPH a single point of contact to facilitate the logistic needs of IDPH.

Warehousing I.B.1. Provide 20,000 square feet for storage annually, including 400 square feet of refrigerated space. The additional space needed above this amount will be in 5,000-square-foot increments. Must provide a minimum of 1,000 square feet of office space, including two phone lines, immediately accessibility to State SNS-RSS response staff. This space can be separate from the above but must be within walking distance. or, if office space is not available, vendor is to provide an open, level area of approximately 1500 square feet within walking distance to the warehouse and with access to utility power.

I.B.2. Comply with Illinois Title 68: Part 1330 and Federal 21 CFR 205.50 and the US Department of Health and Human Services, Administration for Preparedness and Response, Division of Strategic National Stockpile’s Receipt, Stage, Storage Site Survey (see attachment) and the US Food and Drug Administration’s Current Good Manufacturing Practice (CGMP) regulations and inspections policies. https://www.fda.gov/drugs/pharmaceutical-quality-resources/current-good-manufacturing-practice-cgmp-regulations I.B.3. Provide staff for vaccine and ancillary supply preparation and situation during unscheduled and scheduled logistic operations, the amount of vendor employee support will vary based on the need and includes receipt, inventory, pick, and shipping orders during the Vendor's regular business hours and after regular business hours and on weekends. Provide a "Warehouse Management System" (WMS must be compliant with ASPR/HHS's Inventory Data Exchange (IDE) Requirements Linked here IMATS Inventory System | SNS | HHS/ASPR to create inventory reports immediately and accurately, track inventory, and monitor shipping operations. This system must be compliant with HHS/ASPR Inventory Data Exchange requirements. It shall alert IDPH staff to expiration dates based on product and manufacturer specifications that need to be cycled into use to ensure continuity and quality.

I.B.4. The vendor must Provide at least 15 parking spaces, with room for an additional 15 during a state emergency activation of the warehouse.

I.B.5. Provide one large meeting room with a minimum of 2,000 Square feet with the capacity to hold up to 100 persons during Strategic National Stockpile – Receipt, Storage and Staging (SNS-RSS) drills/exercises or activating the State SNS plan. The meeting room must have tables and chairs to fit 100 people comfortably.

I.B.6. Provide all warehouse operations and equipment to fulfill the program’s mission of disseminating emergency materials during emergencies/disasters. At a minimum, the facility must have two functional forklifts and five functional pallet jacks capable of picking up 27 x 48 standard pallets for loading, unloading, and moving materials within the facility.

I.B.7. Adhere to the following minimum-security requirements:

I.B.7.1. Have on-site security when the facility is not occupied by employees, thus ensuring the facility is staffed 24/7 with personnel. On-site security includes remote video monitoring systems, static security systems that prevent unauthorized entry and exit from the facility, identification-based access control, intrusion detection systems, alarm systems, physical barriers from IDPH inventory, at least one security guard member certified by the Illinois Department of Financial and Professional Regulation with an, locking mechanisms, fire suppression systems, and sufficient lighting. Fencing shall be installed to provide a secure perimeter around the facility and warehouse docks. This fencing shall be kept intact so people cannot easily breach the perimeter. A residential neighborhood shall not be within 0.5 miles (2640 feet) of the facility.

I.B.7.2. Warehouse facilities must have fire and intrusion alarms monitored by the local fire district and police authority.

I.B.7.3. The facility must be located within 2 miles of an interstate highway for ease of access for emergency staff and within 20 miles of an international airport.

I.B.8. Participate in quarterly and annual training and exercises to ensure the readiness of warehouse staff to respond to public health and medical emergencies. The training is based on the State SNS plan and ASPR SNS guidelines on responding to an MCM/SNS response. These trainings will be conducted by IDPH.

I.B.9. The facility manager and at least two other warehouse personnel of the vendors choosing, will be trained by state and federal SNS and warehouse logistics subject matter experts. They will be provided information about the Regional Distribution Center (RDC) in the event of a Strategic National Stockpile (SNS) or other events.

I.B.10. Be able to respond to emergency activations/incidents with personnel and have the ability to scale-able up to full warehouse operations within 3 hours of notification, 24 hours (s) a day, 365 days a year. The number of personnel needed will vary with the response. The vendor shall at a minimum have 10 warehouse staff members for small responses and up to 25 warehouse staff members for larger responses. Training and exercising Vendor warehouse staff members on various response scenarios must ultimately determine this number.

I.B.11. The facility must have concrete floors in the unloading area(s) so containers, pallet jacks, and forklifts can smoothly roll without hitting holes, rocks, or door jams.

I.B.12. The facility must have at least 20 loading docks to receive materials/supplies from the Federal government. Docks should be 48” to 52” high. Dock doors shall be 100 inches wide and have a minimum height of 8 feet, up to 14 feet high.

I.B.13. Vendor’s contracted personnel must have the ability to reach the facility within 30 minutes of initial notification to meet IDPH staff and begin operations in the event of an emergency. If any of the contact information changes, the vendor will, within 24 hours, provide updated information to IDPH whenever the change occurs.

I.B.14. Allow properly identified and authorized Federal, State, and security personnel, including city, county, and Illinois State Police officers, access into and around the warehouse, including the loading/unloading areas while emergency response activities are being conducted. Ensure the vendor’s employees, officers, and agents keep the SNS-RSS information/ operations and location confidential and do not disseminate, disclose, publish, or otherwise release information concerning this contract. Authorization from IDPH SNS Program manager, DD, or Division Chief are the only sources of authorization.

I.B.15. The vendor must maintain the temperature at the usual and customary working environment of 68° F to 77° F (20° C to 25° C), which allows for ranges between 59° F and 86 ° F (15° C and 30° C) similar to those in pharmacies, hospitals, and warehouses. Provided the temperature remains in the allowed range, transient spikes up to 104° F (40°) are permitted, provided they do not exceed 4 hours.

I.B.16. Vendor must have alarms in place to monitor temperature. If temps fall below 59 F and above 86 F alarms shall be set off. Warehouse shall have visual thermometers and environmental controls in place. Vendor will keep an automated temperature log that documents warehouse ambient temperature hourly and will retain the information for a minimum of six months locally and will provide a report to IDPH staff monthly.

I.B.17. Vendor must have humidity control systems to ensure ambient air relative humidity does not exceed 60%. Control systems will include alarm and notification systems to alert staff when relative humidity exceeds this level. Relative humidity spikes above 60% are not to exceed 8 hours. Vendor will keep an automated relative humidity log that documents warehouse ambient temperature hourly and will retain the information for a minimum of six months locally and will provide a report to IDPH staff monthly.

I.B.18. The vendor will ensure the facility is clean and free from infestation by insects, rodents, birds, or vermin, or from chemical and mechanical hazards, and is cleaned regularly to avoid dust harming stored IDPH products.

I.B.19. The vendor must ensure power backup systems are in place to prevent loss of refrigeration on all pharmaceuticals that require temperature control.

Transportation I.B.20. Vender will deliver requested assets and medications to various hospitals, healthcare providers, and any other requested locations in Illinois. Deliveries of this nature are typically made when a medical facility has an emergency need that IDPH can fill from stock at our warehouse location. The delivery locations will be anywhere in the state, with a healthcare facility needing emergency supplies or sensitive medical equipment that needs to be moved. These unpredictable situations are only required when other delivery methods are exhausted.

I.B.21. Vendor will transport vaccines and medical supplies from the warehouse as needed. A vendor is needed because items shipped from the warehouse are required to be temperature controlled. Vaccines and medical therapeutics must be shipped using portable coolers and data loggers provided by IDPH, which must be monitored and adjusted in real time to ensure vaccine and medical therapeutics integrity.

I.B.22. Vendor will recover large, sensitive medical equipment that normal delivery services cannot ship via normal shipping methods. Examples but not all-inclusive items are large medical equipment to be recovered, including Ultra-Low Temp Freezers that are approximately 78 inches x 46 inches x 24 inches in size and weigh over 700 lbs. Due to size and weight parameters, freezers/refrigerators are not shipped via FedEx, UPS, or Amazon. (787lbs)

I.B.23. The vendor will be responsible for providing a vehicle capable of transporting throughout Illinois and having the room necessary for larger medical equipment as described above. The vendor's vehicle must also support the electrical needs of the refrigeration equipment and have access to a 120 v AC in the cargo area and be available 24 hours a day/seven days a week.

I.B.24. The vendor will respond to delivery requests within two hours and complete deliveries on the same day. The maximum allowable delivery time is 24 hours.

Maintenance I.B.25. Vendor will dedicate all necessary qualified staff, Maintenances, and expertise to oversee the Maintenance requirements, deployment, replenishment of ancillary supplies, and recovery of ventilators that may be requested and allocated to areas of need, as well as Maintenances to manage, support, maintain, repair, calibrate, deploy, reconstitute, and sustain IDPH ventilators located at the Receipt, Storage, and Staging (RSS) warehouse.

I.B.26. Vendor will provide Maintenances at the RSS warehouse during normal State business hours, 0800 to 1700 Monday through Friday. However, the vendor’s Maintenances will be needed outside of normal business hours during emergency situations. Further, Maintenances will also need to be performed at locations where State-owned ventilator devices have been deployed throughout the State of Illinois at medical facilities in use of IDPH equipment.

I.B.27. Vendor will provide Maintenances to manage IDPH's current ventilator cache which includes two different types, Ventec VOSCN Pro ventilators, and Phillips Trilogy ventilators.

I.B.28. Vendor will be responsible for oversight to all subcontractors.

I.B.29. The vendor and its subcontractor(s) must provide all equipment required for Maintenances related to this contract at vendor's expense. Any equipment acquired by the vendor for use under the contract will remain the property of the vendor.

I.B.30. Vendor will confirm accuracy of subcontractor documentation upon completion of any Maintenances to the devices. This documentation will include the month and year of Maintenance, type of Maintenance completed, and the next date for preventative maintenance based on the manufacturer’s warranty requirements.

I.B.31. For procurements conducted in BidBuy, the State will include in this contract the BidBuy Purchase Order as it contains the agreed Supplies and/or Maintenances.

MILESTONES AND DELIVERABLES

Warehouse I.C.1 Before commencing a contract, the Vendor will sign and submit a Non-Disclosure Agreement (NDA) to the State of Illinois Department of Public Health within 30 days of the NOA being published.

I.C.2 Ensure that vendor’s personnel and agents keep confidential and do not disseminate, disclose, publish, or otherwise release information concerning this contract or any anticipated arrival or potential use of the facilities for receipt, reconfiguration, or storage to any non-essential vendor employee or third parties, except for outside legal counsel. They understand that security for all activities contemplated by this contract depends on high confidentiality.

I.C.3 Provide all warehouse operations to fulfill the program's mission of disseminating medications and other items in the event of a public health emergency. These operations will be at the request of IDPH and will include managing inventory, storing, picking, packaging, labeling, blanket wrapping, and loading pallets.

I.C.4 Provide up to 15,000 static square feet of operating space for preparing medical materials for delivery. In the event of an emergency, make space available to IDPH before medical supplies and materials from the federal government arrive while such materials are within the vendor’s facility. Once the federal supplies (SNS) arrive, IDPH will need up to 40,000 additional square feet available for RSS operations.

I.C.5 Have at least one IDPH-trained and qualified person selected by the vendor, versed in SNS, MCM, RSS, and IPS stockpile operations within the Office of Preparedness and Response, available to undertake necessary reconfiguration of the storage area for receiving, unloading, and repackaging of medical supplies and other medical materials before the arrival of the medical materials from the Federal government.

I.C.7 Provide a quarterly documented report for the duration of the contract to assess the status of the materials in the stockpile and identify any needs, such as rotating expiring materials or improving handling methodologies.

I.C.8 When materials are present at the facilities, permit authorized State employees unimpeded 24-hour access to all materials, loading/unloading facilities, and related equipment. Only authorized vendors and IDPH Staff shall have access to the storage space. The vendor shall maintain a log of all IDPH staff who request access to the storage space, including the date, time, and name. All IDPH employees shall present State of Illinois-issued ID badges as a form of identification and any other item-specific requirements in the Illinois Pharmaceutical Stockpile. Authorization from IDPH SNS Program manager, DD, or Division Chief are the only sources of authorization.

Maintenance I.C.10 The vendor will submit monthly updates that reflect the most current inventory. The inventory will include the serial number, state tag number, preventative maintenance and/or repair completed, initiated, or scheduled, and documentation of quality assurance in a format provided by IDPH.

I.C.11 The vendor must conduct an annual inspection of ventilator devices and supplies, including both ventilators and BiPAP devices.

I.C.12 Vendor must document Warranty and Certification – The vendor will work with IDPH to ensure all documentation including hard copies of warranty and certification materials for each device is organized and up to date.

I.C.13 The vendors must inspect Ventilator Device Supplies as per manufacture specifications.. Many supplies were purchased to accompany the ventilators. Supplies must undergo an inspection, have expiration dates and batch/lot codes documented, and be organized and packaged. They must be “bundled” with equipment boxes, so they remain together in the event of deployment or potential relocation.

I.C.14 Vendor must repair ventilators – Ventilators purchased in a used condition must be thoroughly inspected by one or more licensed and certified biomedical preventative maintenance engineers within the first 60 days of the contract. Before initiation, IDPH shall approve extensive repair costs (anything over $2,000 per unit). It is anticipated that the number of repairs needed will be identified after inspection by the vendor from the ventilators currently in IDPH’s cache that will require repair. The vendor will work with IDPH to develop the best value options for additional repair.

I.C.15 Vendor will maintain and update an inventory list, which contains the following for each device:

I.C.15.1 Serial number I.C.15.2 State inventory tag number.

I.C.15.3 Current ventilator location status (in warehouse, deployed, out for maintenance/repair) I.C.15.4 Date(s) of ventilator last battery charge.

I.C.15.5 Date(s) ventilator preventative maintenance conducted.

I.C.15.6 Date(s) ventilator preventative maintenance scheduled.

I.C.15.7 Date(s) and type(s) of repairs.

I.C.15.8 Date(s) deployment requested, shipped, and returned and hospital name(s) to which it was sent.

I.C.15.9 Inventory of all related supplies and expiration dates

I.C.16 The vendor must perform routine visual inspections of the ventilators and BiPAP devices monthly.

I.C.17 The vendor must charge ventilator batteries every 3 months or as defined in the manufacturer’s guidelines.

I.C.18 The vendor must develop a rotation schedule for routine preventative maintenance of ventilators (minimally every other year or sooner based on usage hours or manufacturer’s guidelines).

I.C.19 The Vendor must identify supplies due to expire within 6 months. Work with IDPH to make items available to healthcare partners to ensure use of supplies prior to expiration. Consumables will be shipped separately without a ventilator device, and the state will pay for shipping.

I.C.20 The Vendor must ensure adequate supply kits are in inventory for each device and arrange with IDPH to order additional supplies as appropriate.

I.C.21 The vendor must adhere to IDPH guidance regarding ventilator device requests from healthcare partners and coordinate deployment once IDPH approves it. Must be available to deploy devices within 24 hours after requested.

I.C.22 The Vendor will assist in coordinating the return of ventilator devices from healthcare partners. The state will cover the expenses for shipping ventilator devices to/from healthcare partners.

I.C.23 The Vendor must inspect ventilator devices returned from healthcare partners after deployment and ensure they are ready for future use.

I.C.24 The vendor must install any software updates for ventilator devices according to manufacturers’ recommendations.

I.C.25 The vendor must adhere to best practices related to ventilator device maintenance, quality assurance, and repair in adherence to Centers for Medicaid and Medicare Services (CMS) guidelines.

I.D VENDOR/STAFF SPECIFICATIONS

Warehouse

I.D.1 The vendor must Have warehouse personnel available to receive, inventory, pick, repalletize, ship, and track the dissemination of emergency supplies and materials in a public health emergency. These operations will be at the request of IDPH and will include managing inventory, storing, picking, packaging, labeling, blanket wrapping, and loading pallets.

I.D.2. The vendor must Have the knowledge, and capabilities to conduct an initial inventory of all materials in IDPH storage at contract execution to ensure quality and update inventory records in the vendor’s WMS within 30 days.

I.D.3. The vendor must Have the ability and capacity to provide a quarterly written report for the duration of the contract to assess the status of the materials in the stockpile and identify any needs, such as rotating expiring materials or improved methodologies for handling materials.

Transportation I.D.4. Vendor must be legally qualified to deliver medical supplies and vaccines in Illinois, and all drivers must possess a valid driver’s license. The selected vendor must provide a van with electrical outlets and be available 24 hours a day/seven days a week.

Maintenance

I.D.5. IDPH must ensure staff and storage specifications to protect the safety and integrity of its ventilator device cache. Because ventilators are durable medical equipment, they have additional requirements beyond other everyday warehoused items. Therefore, the vendor must assign one or more individuals with both a medical background (Medical Doctor, Doctor of Osteopathy, Advanced Practice Nurse, Physician Assistant, or Respiratory Therapist) and prior experience maintaining ventilators and BiPAPs to the contract. Staffing must meet the above-mentioned requirements and the use of temp or part time employees is approved. The vendor must also assign one or more biomedical engineers to the contract who are trained and certified to maintain ventilators.

I.E PRICING

I.E.1 TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated when submitted for obligation. The total price of this contract is firm.

I.E.2 VENDOR’S PRICING: The vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order. The State includes the BidBuy Purchase Order in this contract as it contains the agreed pricing.

I.E.3 Renewal Compensation: If the contract is renewed, the price shall be at the same rate as for the initial term unless a different compensation or formula for determining the renewal compensation is stated in this section.

I.E.4 Agency Formula for Determining Renewal Compensation: If the contract is renewed, the price for Design, Development, and Implementation (DDI) shall remain a fixed at the same rate as submitted into BidBuy. The vendor will enter renewal pricing in Bid Buy following the same structure as the initial term.

I.E.5 Renewal compensation will be entered by the State prior to execution of the contract.

I.E.6 Vendors renewal pricing is per the quote upon which the award was determined. Quote number ENTER QUOTE NUMBER. The awarded quote number will be entered by the State prior to execution of the contract.

I.F 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 the contract's execution.

Section II. TERM AND TERMINATION

II.A TERM

II.A.1 TERM OF THIS CONTRACT: The contract resulting from this procurement will have an initial term commencing upon the last dated signature of the Parties and ending 5 years from date of execution. 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.

II.A.2 RENEWAL: Subject to the maximum total term identified above, the State has the option to renew for the following term(s): IDPH may renew this contract for up to five (5) years in any combination. This contract may be renewed for five (5) one-year renewals, Two (2) two-year and one (1) year renewals, a three (3) year and one two-year renewal, or any other combination.

II.A.2.1. Any renewal of the resulting contract is subject to the same terms and conditions that apply to the initial term of the contract unless otherwise provided. The State may renew the contract for any or all of the option periods specified, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor’s option.

II.B.1 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.

II.B.2 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.

II.B.3 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.

Section III. STANDARD BUSINESS TERMS AND CONDITIONS

III.A PAYMENT TERMS AND CONDITIONS:

III.A.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.

III.A.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.

III.A.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.

III.A.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.

III.A.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.

III.A.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 August 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.

III.A.7 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.

III.A.8 Vendor shall invoice at this completion of the contract unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

Send invoices to:

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

III.B.1 ASSIGNMENT: This contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

III.B.2 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.

III.B.3 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.

III.B.4 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.

III.B.5 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.

III.B.6 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.

III.B.7 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.

III.B.8 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.

III.B.9 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.

III.B.10 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.

III.B.11 INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint ventures with the State. All payments by the State shall be made on that basis.

III.B.12 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.

III.B.13 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.

III.B.14 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.

III.B.15 APPLICABLE LAW:

III.B.16 PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

III.B.17 EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

III.B.18 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.

III.B.19 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).

III.B.20 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.

III.B.21 CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

III.B.22 EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

III.B.23 NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

III.B.24 MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

III.B.25 PERFORMANCE RECORD / SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

III.B.26 FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

III.B.27 SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

III.B.28 WARRANTIES FOR SUPPLIES AND SERVICES:

III.B.29 Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent,…