SUBCONTRACT BETWEEN
THE BOARD OF TRUSTEES OF SOUTHERN ILLINOIS UNIVERSITY,
ON BEHALF OF ITS SCHOOL OF MEDICINE
AND
MEMORIAL MEDICAL CENTER
AN AFFILIATE OF
MEMORIAL HEALTH SYSTEM
This SUBCONTRACT (hereinafter referred to as “Contract”) is made and entered into by and
between THE BOARD OF TRUSTEES OF SOUTHERN ILLINOIS UNIVERSITY, a body
politic and corporate of the State of Illinois, whose principal office is at Carbondale, Illinois, by
and on behalf of its School of Medicine, hereinafter referred to as “University” and MEMORIAL
MEDICAL CENTER, an affiliate of Memorial Health System, with principal address at 701
North First Street, Springfield, Illinois 62781-0001, hereinafter referred to as “Subcontractor” or
“Vendor”. This Contract is entered into pursuant to the
, SIU account #
, hereinafter
referred to as “Grant” or “Contract”.
ARTICLE 1 DESCRIPTION OF SERVICES
As set forth herein and including any attached EXHIBITS, Subcontractor shall provide those
services, including all deliverables, indicated in Subcontractor’s offer as needed to achieve the
terms and conditions the University has agreed to under the Grant.
Offer based on Request for Proposal (RFP)
YES
NO
ARTICLE 2 DURATION OF CONTRACT
The term of this Contract shall be from
or from the date of execution of this Contract,
whichever last occurs, and extending for a period of one (1) year therefrom, unless extended by
amendment or terminated as provided herein or funding has not been appropriated or is reduced
in such a manner that the terms and conditions of this Contract cannot be fulfilled.
ARTICLE 3 INDEPENDENT CONTRACTOR
The Subcontractor will independently perform all services specified in this Contract, except as
provided herein. The Subcontractor shall have sole control over the manner and means of
providing the work and services performed under this Contract including the selection and use of
any subcontractors used in the performance of the required services. The University’s
relationship to the Subcontractor under this Contract shall be that of Independent Subcontractor.
The Subcontractor will not be considered an agent or employee of the University for any
purpose. Subcontractor will not hire University’s employees to perform any portion of the work
or services provided for herein, including clerical, secretarial, and similar incidental services,
except with the prior written approval of the University.
ARTICLE 4 ASSIGNMENT
This Contract may not be assigned, in whole or in part, by either party without the prior written
approval of the other party, except to a parent, or subsidiary, or a subsidiary of its parent, or to a
successor by merger, consolidation or purchase of substantially all the assets of at least that
portion of the assigning parties business related specifically to this agreement.
ARTICLE 5 ADMINISTRATION OF CONTRACT
The University Contract Representative named in EXHIBIT A shall be the University’s
authorized representative in all matters pertaining to procedures or the administration of the
terms and conditions of this Contract. All matters of interpretation and/or approval shall be
directed to the University Contract Representative who will be the primary point of contact and
coordinate any necessary response.
For information purposes, a University Technical Representative may be indicated in EXHIBIT
A. If listed, the University Technical Representative may be contacted directly by the
Subcontractor to discuss technical issues or schedules related to performance of duties and
responsibilities in the Contract. However, no substantive changes to any term or condition or
work to be performed under the Contract may be authorized by any University Technical
Representative without the further approval in writing from the University Contract
Representative.
ARTICLE 6 DISCREPANCIES AND OMISSIONS
Should anything which is necessary for a clear understanding of the work be omitted from the
Contract documents, or should it appear that various instructions are in conflict, the
Subcontractor shall secure written instructions from the University Contract Representative
before proceeding with the work affected by such omissions or discrepancies.
ARTICLE 7 AMENDMENTS
This Contract shall not be amended, modified, altered or changed except by mutual agreement
confirmed in writing by an authorized representative of each party to this Contract.
Subcontractor agrees to waive any and all claims for adjustment in regard to any services
performed without prior receipt of an appropriate written amendment.
ARTICLE 8 PAYMENT
The Subcontractor shall receive compensation at the rate set forth in EXHIBIT A for the period
of this Contract as compensation for all work and services performed. This fee is to include all
secretarial, clerical and similar incidental services. If applicable, total reimbursement for travel
expenses in addition to the maximum for services shall also be set forth in EXHIBIT A.
ARTICLE 9 BILLING
To receive payment, the Subcontractor should submit an appropriately itemized invoice to the
University for services performed and allowable expenses incurred as provided in EXHIBIT A.
Invoices are to be sent in duplicate to the billing address specified in EXHIBIT A.
Payment may be made on the basis of a single final payment or on a progress payment schedule
as detailed in EXHIBIT A. If progress payments are allowed, request for payment should be
made no more frequently than monthly, unless otherwise specified in the Contract. Reasonable
expenses, including travel expenses, will be reimbursed with prior University approval and in
accordance with University policy. Reimbursement requires appropriate documentation as
determined by the University.
The University may, upon notice to Subcontractor, withhold or, on account of subsequently
discovered evidence, nullify the whole or a part of any invoice to such extent as the University
may deem necessary to protect the University from loss on account of: a) Unsatisfactory work
performed, b) Failure of the Subcontractor to make required payments to subcontractors, c)
Damage to University property or related liability, or d) Incomplete, inaccurate, or unauthorized
billing. In the event of any dispute over an invoice between University and Subcontractor, the
parties shall negotiate in good faith in an attempt to amicably resolve such controversy, claim,
dispute, difference or misunderstanding in writing. Such negotiations shall occur for this
purpose within ten (10) business days, or such other time period mutually agreed to by the
parties, after written notice from either party. If the parties are unable to resolve the controversy,
claim, dispute, difference or misunderstanding through good faith negotiations within ten (10)
business days after such meeting or meetings, the parties agree to submit any such dispute to
non-binding mediation. If within thirty (30) days after submission to mediation the dispute is not
resolved by mediation, either party may terminate this Agreement upon thirty (30) days notice.
The University may withhold final payment until all services; reports and/or other deliverables
specified herein have been completed in a form satisfactory to the University.
ARTICLE 10 TERMINATION FOR CONVENIENCE
Either Party may terminate this Contract upon thirty (30) days’ prior written notice to the other
party. In the event of termination for convenience, the Subcontractor shall be paid for services
performed under this Contract up to the effective date of termination. In the event of early
termination of any contract for professional health services, the parties shall not contract with
each other for like or similar services within the term of this Agreement.
ARTICLE 11 TERMINATION FOR NON-APPROPRIATION
The Subcontractor agrees that the University's obligation to make payments under this
Agreement is limited and solely restricted to non-appropriated funds which are received and
retained by the University in its own treasury and only available for expenditures by the
University in support of certain activities in accordance with Legislative Audit Commission
University Guidelines. In no event shall the University be obligated to expend funds
appropriated to the University by the State of Illinois to make payments under this
Agreement. The Subcontractor agrees and understands that the University may terminate
this Contract, without penalty, if funds are not appropriated by the State of Illinois, or any
division thereof, or are reduced in such an amount, or funds are otherwise unavailable, such
that the University cannot fulfill the terms of this Contract. The Subcontactor shall be paid
for services provided up to the effective date of termination.
ARTICLE 12 TERMINATION FOR CAUSE
Either Party may cancel the Contract for breach. Items of breach may include, but are not
limited to: failure to meet insurance requirements, failure to meet required performance or
progress standards as described herein, or if the quality or level of service is unsatisfactory to the
cancelling Party. This cause for breach may include any cessation or diminution of service
which, in the opinion of the cancelling Party, is not in its best interest or any failure to comply
with the terms of the Contract.
The University shall notify the Subcontractor of any contract breach. The Subcontractor shall
remedy the breach within 10 calendar days. If the breach is not remedied in 10 calendar days,
the University may cancel the Contract by giving thirty (30) days notice in writing of its
intention to cancel this Contract.
Should the University breach any terms or provisions of the Contract, the Subcontractor shall
serve written notice on the University setting forth the alleged breach and demanding compliance
with the Contract. Unless within ten (10) calendar days after receiving such notice, the
allegation shall be contested or such breach shall cease and arrangements be made for
corrections, the Subcontractor may cancel the Contract by giving thirty (30) days’ notice, in
writing of its intention to cancel this Contract.
In the event of cancellation for breach, the Subcontractor shall be paid only for work
satisfactorily performed up to the date of cancellation.
ARTICLE 13 CONFIDENTIAL INFORMATION
Both Parties shall treat all of the other Party’s files, records, data, materials, security protocols
and procedures, and other information (hereinafter “Confidential Information”) to which the
other party obtains access, whether through disclosure to the Subcontractor by the University,
disclosure to the University by the Subcontractor, or otherwise, as a result of or in connection
with this Contract as belonging solely to the respective Party to which it belongs. The
Confidential Information subject to this Contract shall include any Confidential Information
obtained prior to execution of this Contract as well as any Confidential Information
subsequently obtained. Except as required by law, neither Party shall disclose any Confidential
Information to any third party without the express written consent of the disclosing Party. Each
Party shall take all reasonable and prudent precautions necessary to preserve and protect the
other Party’s Confidential Information. A Party need not treat as confidential (i) information
which written documentation demonstrates was already known to the receiving Party prior to
that Party’s initial contact with the disclosing Party, (ii) information which is or becomes
generally known to the public, and (iii) information which is disclosed to either Party by a third
party whom the other Party neither knew nor reasonably should have known was violating an
obligation of confidentiality to the other Party. Upon termination or expiration of this Contract,
both Parties shall, at the discretion of the other Party, return to the other Party or destroy all
Confidential Information and any copies thereof in the possession of the receiving Party, except
the receiving Party may retain one copy for record keeping purposes. The provisions of this
paragraph shall survive the termination or expiration of this Contract.
ARTICLE 14 RIGHTS IN DATA
A. “Subject Data” as used herein means any copyrightable works (whether or not the copyright
is registered) which are specified in EXHIBIT A to be delivered under this Contract.
B. University’s Rights in Data First Produced Under This Contract.
In consideration for the payment described in EXHIBIT A, Subcontractor agrees to assign all
right, title and interest in Subject Data first produced under this Contract, including
copyright, to the University. Subcontractor understands the University shall have the
exclusive right to use Subject Data for any purpose, including but not limited to use,
reproduction, distribution, sale, licensing and sublicensing of the Subject Data and the
development of derivative works based in whole or in part on the Subject Data, without
further compensation to Subcontractor.
Other copyrightable works first produced under this Contract which are not specified as
“Subject Data” shall be owned by the Subcontractor but licensed to the University on a
royalty-free basis for use in its internally administered programs of teaching, research and
public service.
C. Subcontractor’s Warranty of Originality.
Subcontractor warrants that the Subject Data will be an original work by the Subcontractor
and, to the best of Subcontractor’s knowledge, will not infringe upon the rights of third
parties. For any data delivered to the University that is not first produced under this
Contract, the Subcontractor certifies that he/she will acquire the necessary rights/licenses for
the University to copy and use said data at its discretion without expense by the University.
D. Restrictions on Subcontractor’s Use of Data.
All original data and records of this work first produced by Subcontractor under this Contract
shall be the property of the University. Permission to use such information for other
purposes may be sought by the Subcontractor from the University, through the University
Contract Representative.
E. Restrictive Markings.
The Subcontractor shall not put any restrictive markings upon any Subject Data unless
otherwise specified in this Contract.
F. Administrative Confidential Information.
The Subcontractor shall not publish or otherwise disclose, except to the University and
except matters of public record, any information or data obtained under this Contract from
private individuals, organizations, or public agencies, in a publication whereby the
information furnished by any particular person or establishment can be identified, except
with the prior written consent of such person or establishment.
ARTICLE 15 ACKNOWLEDGMENT OF SPONSORSHIP
The Subcontractor agrees not to use the name of the University in advertising or for any other
commercial purpose without the prior written approval of the University. As provided for in any
EXHIBITS to this Contract, the Subcontractor may be required to acknowledge sponsorship of
work performed under this Contract.
ARTICLE 16 RIGHTS TO INVENTIONS
All inventions or discoveries first conceived or reduced to practice under this Contract shall
belong to the University. The Subcontractor agrees to promptly and fully disclose to the
University each invention or discovery conceived or reduced to practice under this Contract.
The University shall have the sole right to determine the disposition of University-owned
inventions. The Subcontractor agrees to execute an assignment and related documents necessary
to further the patenting and development of an invention and to cooperate with the University in
such activities.
ARTICLE 17 PATENT AND COPYRIGHT
The Subcontractor and its Surety shall pay for all royalties and/or license fees and assume all
costs incident to the use in performance of the work or the incorporation in the work of any
invention, design, process, product or device which is subject to patent or copyrights held by
others, and, additionally, shall defend all suits or claims for infringements of any patent or
invention right or copyrights involved in the items furnished hereunder.
The Subcontractor and its Surety shall hold and save the University and their officers, agents,
servants and employees harmless from liability of any nature or kind, including cost and
expenses, for, or on account of, any patented or unpatented invention, process, article or
appliance furnished in the performance of the Contract including its use by the University, unless
otherwise specifically stipulated and agreed to in this Contract.
ARTICLE 18 NON-LIABILITY
In no event shall either Party be liable for any claims or liabilities arising out of the use of any
libelous or other unlawful matter contained in data furnished by the other Party under this
Contract.
ARTICLE 19 LEGAL COMPLIANCE
Nothing in this Agreement shall be construed as an offer or payment by one party to the
other party of any cash or other remuneration, whether directly or indirectly, overtly or
covertly, for patient referrals, or for recommending or arranging the purchase, lease, or
order of any item or service. The parties intend and agree that all amounts paid under this
Agreement are intended to reflect, and do reflect fair market value for the services
rendered. In addition, no amount paid or advanced hereunder includes any discount,
rebate, kickback, or other reduction in charge.
ARTICLE 20 HIPAA COMPLIANCE
If applicable, Exhibit F, attached hereto, concerning compliance with the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”) and its promulgated rules under 45
C.F.R. Parts 160 and 164 (“Privacy Rule”) is hereby specifically incorporated by reference into
this Agreement. The parties agree that the use and disclosure of patient health information and
medical information is subject to compliance with applicable state and federal privacy laws. All
uses and disclosures of protected health information shall be in compliance with the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its promulgated
regulations under 45 C.F.R. Parts 160 and 164.
ARTICLE 21 INDEMNIFICATION/INSURANCE/BONDING
Each Party shall indemnify, defend, and hold harmless the other Party, its officers, agents, and
employees, and each of them, from and against any claims, demands, action, loss, or expenses,
including but not limited to attorneys’ fees, arising out of the negligent acts or omissions of the
indemnifying Party, its agents or employees, or arising out of the work performed by the
indemnifying Party, its agents or employees, in connection with this Contract. This
indemnification shall survive termination of this Contract.
Both Parties shall procure, commercially or via a program of self-insurance, and maintain the
standard policies of insurance indicated herein in full force and effect for the term of the Contract
and shall provide proof of such insurance at the levels indicated below or as otherwise identified
in EXHIBIT B. In the event of conflicting terms in this Article 22 and Exhibit B, the terms of
Exhibit B shall control. Any bonding requirements for the Contract are indicated in EXHIBIT B.
Each Party shall cause a Certificate of Insurance to be issued showing the following required
coverage in no less than the minimum coverage limits listed below. If purchased commercially,
the insurance companies providing coverage must have a B+:VI or better rating in the current
edition of Best’s Key Rating Guide. Both Parties agree to maintain such insurance for the
duration of the Contract. If a policy required under this section is written on a claims-made basis
and that policy is replaced or renewed, any retroactive date must coincide with, or precede
commencement of the Contract or services by either Party under this Contract, whichever is
earlier. A claims-made policy that is replaced or not renewed must have an extended reporting
period of not less than two (2) years.
Worker’s Compensation and Occupational Diseases
Employer’s Liability
Illinois Statutory Limits
$500,000 per occurrence
Comprehensive Commercial General Liability
General Aggregate
$1,000,000 per occurrence
$3,000,000
Commercial Auto Liability (including owned, hired and non-owned endorsement)
Combined Single Limit
$1,000,000 per occurrence
or
Bodily Injury
$1,000,000 per occurrence
Property Damage
$500,000 per occurrence
Umbrella liability insurance may be used to meet the general liability coverage limit
requirements.
For any professional services rendered, and in conjunction with renewal periods, the Party
rendering service agrees to maintain such insurance for the duration of the project or the term for
which services will be rendered.
Professional Liability Insurance
$1,000,000 per occurrence
$3,000,000 aggregate
Each Party shall furnish all original Certificate(s) of Insurance and/or proof of bonding
evidencing the required coverage to be in force on the date of this Contract, upon request.
Original Certificate(s) of Insurance and/or any renewal Certificates of Insurance, if coverage has
an expiration or renewal date occurring during the term of this Contract, shall be furnished to the
University at SIU School of Medicine, Purchasing Office, P.O. Box 19605, Springfield, Illinois
62794-9605 and to the Subcontractor at Memorial Medical Center an affiliate of Memorial
Health System, 701 North First Street, Springfield, Illinois 62781-0001. The receipt of any
certificate does not constitute an agreement by either Party that insurance requirements have
been met. Failure of either Party to obtain certificates or evidence of other insurance and/or
bonding from the other Party shall not be deemed a waiver by either Party. Failure to comply
with insurance requirements or to provide evidence of required insurance and/or bonding may be
regarded by the other Party as a breach of contract terms and cause for termination of the
Contract.
Each Party shall provide the other Party with at least thirty (30) days’ prior written notification of
any cancellation, termination or material adverse alterations of individual liability insurance
coverage.
ARTICLE 22 WARRANTIES
The warranties on any goods or services to be provided under this contract will be as specified in
EXHIBIT C.
ARTICLE 23 COVENANT AGAINST CONTINGENT FEES
The Subcontractor warrant that no person or selling agency has been employed or retained to
solicit or secure this Contract upon a contract or understanding for a commission, percentage,
brokerage, or contingency fee, excepting bona-fide employees or bona-fide established
commercial or selling agencies maintained by the Subcontractor for purposes of securing
business. For breach or violation of this warranty, the University shall have the right to annul
this Contract without liability, or, in its discretion, to deduct from the Contract price or
consideration, or otherwise recover, the full amount of such commission, percentage, brokerage
or contingent fee.
ARTICLE 24 CERTIFICATIONS BY SUBCONTRACTOR
By executing this Contract, the Subcontractor makes the certifications as listed in EXHIBIT B,
which is hereby expressly incorporated herein by reference, and acknowledges that this Contract
may be declared void if any such certification is false.
ARTICLE 25 FORCE MAJEURE
Neither party hereto shall be liable in damages for any delay or default in performing its
respective obligations under this Contract if such delay or default is caused by conditions beyond
its control, including, but not limited to, acts of God, government restrictions, strikes, fires,
floods, or work stoppages, or acts or failures to act of third parties. So long as any such delay or
default continues, the party affected by the conditions beyond its control shall keep the other
party at all times fully informed concerning the matters causing the delay or default and the
prospects of their ending.
ARTICLE 26 COMPLIANCE WITH LAWS
Both Parties agree to comply with all applicable laws, statutes, regulations, rulings, or
enactments of any governmental authority. Each Party shall obtain (at its own expense) from
third parties, including state and local governments, all licenses and permissions necessary for
the performance of the work.
ARTICLE 27 TAXES
The University certifies that it is tax exempt as defined by the Internal Revenue Code as a
political subdivision of the State of Illinois under Section 115.
Sales to the University are also exempt from the Retailers’ Occupation Tax, the Service
Occupation Tax (both state and local), the Use Tax, and the Service Use Tax in Illinois. This
exemption is set forth by the State of Illinois -Department of Revenue.
Any appropriate certificate of exemptions will be provided upon separate request.
ARTICLE 28 GOVERNING LAWS
This Contract is to be governed and construed in accordance with the laws of the State of Illinois.
ARTICLE 29 WAIVER
The failure of either party hereto at any time or times to enforce any provision of this Contract
shall in no way be construed to be a waiver of such provisions or to affect the validity of this
Contract or any part hereof, or the right of either party thereafter to enforce each and every
provision in accordance with the terms of this Contract.
ARTICLE 30 ENTIRE CONTRACT
This Contract, attachments, and incorporated references shall constitute the entire Contract
between the parties with respect to the subject matter herein and supersedes all prior
communications and writings with respect to the content of said Contract. No modification,
renewal, extension, or waiver of this Contract or of any of the provisions of this Contract, shall
be binding upon either the Subcontractor or the University unless reduced to writing and duly
executed as provided for in the Contract.
APPROVAL AND EFFECTIVE DATE
This Contract shall not be binding until signed by all parties.
RECOMMENDED BY:
_______________________________
Principal Investigator
Department of
SIU School of Medicine
_______________________________
Professor and Chair
Department of
SIU School of Medicine
THE BOARD OF TRUSTEES OF
SOUTHERN ILLINOIS UNIVERSITY
MEMORIAL MEDICAL CENTER
AN AFFILIATE OF
MEMORIAL HEALTH SYSTEM
By__________________________
Linda A. Toth, DVM, Ph.D.
Associate Dean for Research
SIU School of Medicine, for
Brad Colwell, Interim Chancellor
Southern Illinois University Carbondale
By___________________________
Kevin R. England
Title: Vice President, Business Development
Date:
Date:___________________________
EXHIBIT A
NEED FOR SERVICE & OBJECTIVE/GOAL TO BE ACHIEVED
QUALIFICATIONS
SERVICES TO BE PERFORMED
NOTIFICATION
All communications hereunder shall be in writing and shall be sent by registered or certified
mail, return receipt requested, or by an overnight courier service to the persons and addresses
listed below.
Notices to the University shall be sent to:
Linda A. Toth, DVM, Ph.D.
Associate Dean for Research
SIU School of Medicine
P.O. Box 19616
Springfield, Illinois 62794-9616
Notices to the Subcontractor shall be sent to:
Kevin R. England
VP, Business Development
Memorial Medical Center, an affiliate of
Memorial Health System
701 North First Street
Springfield, Illinois 62781-0001
UNIVERSITY CONTRACT REPRESENTATIVE
Linda A. Toth, DVM, Ph.D.
Associate Dean for Research
SIU School of Medicine
UNIVERSITY TECHNICAL REPRESENTATIVE
REPORTS AND OTHER DELIVERABLES
METHOD AND RATE OF PAYMENT
MAXIMUM PRICE
TRAVEL CHARGES
METHOD OF BILLING
RENEWAL OPTIONS
POST PERFORMANCE REVIEW
GRANT REQUIREMENTS
EXHIBIT B
CONTRACT CERTIFICATIONS AND CONFLICTS
To the extent applicable, by executing this Contract Vendor makes the following
certifications and acknowledges that this Contract may be declared void if any certification
is false:
1. Equal Employment Opportunity. The Vendor agrees to comply with applicable provisions of the
Illinois Human Rights Act (775 ILCS 5), the U.S. Civil Rights Act, the Americans with Disabilities Act,
Section 504 of the U.S. Rehabilitation Act, and the rules applicable to each. The equal opportunity
clause of Section 2-105 of the Illinois Human Rights Act is incorporated herein. The Vendor shall
comply with Executive Order 11246, entitled "Equal Employment Opportunity", as amended by
Executive Order 11375, and as supplemented by U.S. Department of Labor regulations (41 C.F.R.
Chapter 60). The Vendor agrees to incorporate this clause into all subcontracts under this Contract.
2. Educational Loan Default; Debt Delinquency. If the Vendor is an individual, he/she is not in
default on an educational loan funded by the State of Illinois (5 ILCS 385/3). Neither
Vendor nor any affiliate is delinquent in the payment of any debt to the State of Illinois as
defined by the Debt Collection Board (30 ILCS 500/50-11).
3. Criminal Convictions. Vendor has not been barred from contracting as a result of conviction of any
of the following crimes: bid-rigging or bid rotating under 720 ILCS 5/33E or a similar law of another
state; bribery or attempted bribery of an officer or employee of the State of Illinois or any other
state (30 ILCS 500/50-5(a)); felony committed by any officer, director, partner or other managerial
agent of Vendor under the Sarbanes-Oxley Act of 2002 or a Class 3 or Class 2 felony under the
Illinois Securities Law of 1953 where conviction occurred within 5 years of date of Contract (30 ILCS
500/50-10.5); any other felony where sentence was completed less than 5 years prior to date of
Contract (30 ILCS 500/50-10).
4. Inducement to Refrain from Bidding. Vendor has not paid any money or valuable thing to
induce any person to refrain from bidding on a State contract, nor has Vendor accepted any
money or other valuable thing, or acted upon the promise of same, for not bidding on a State
contract (30 ILCS 500/50-25).
5. Employment of Former State Officers or Employees. Vendor is not in violation of the
“Revolving Door” prohibitions of the Illinois Procurement Code (30 ILCS 500/50-30) and
the State Officials and Employees Ethics Act (5 ILCS 430/5-45).
6. Membership in Discriminatory Clubs. Vendor does not pay dues to, or reimburse or
subsidize payments by its employees for any dues or fees to any “discriminatory club” (775
ILCS 25/2).
7. Certain Service Contracts (does NOT apply to contracts for professional or artistic services).
If this is a service contract as defined in 30 ILCS 500/25-80, Vendor (i) will offer to assume
the collective bargaining obligations of the prior employer, including any existing collective
bargaining agreement with the bargaining representative of any existing collective bargaining
unit or units performing substantially similar work to the services covered by the Contract,
and (ii) shall offer employment to all employees currently employed in any existing
bargaining unit performing substantially similar work that will be performed under this
Contract. This certification does not apply to heating and air-conditioning, plumbing, and
electrical service contracts. If this Contract includes janitorial, window cleaning, building
and grounds, site technical, natural resource, security, or food services amounting to $2,000
or more (or $200 or more per month), Vendor shall pay its employees who are to provide the
services the prevailing wage rate and provide working conditions no less favorable than those
prevalent in the locality where the Contract is to be performed (30 ILCS 500/25-60).
8. Printing Services. If this Contract includes printing services in any amount, Vendor shall pay
its employees who are to provide the printing services the prevailing wage rate and provide
working conditions no less favorable than those prevalent in the locality where the Contract
is to be performed (30 ILCS 500/25-60). Unless otherwise indicated in the Contract
documentation, any printing services provided shall be made using soybean oil-based ink (30
ILCS 500/45-15).
9. Prohibited Sources of Labor. No foreign made equipment, materials, or supplies to be
furnished to the University under the Contract have been produced in whole or in part by
forced labor, convict labor, or indentured labor under penal sanction (30 ILCS 583/10) or by
the labor of any child under the age of 12 (30 ILCS 584/10).
10. International Boycott (applies to contracts which exceed $10,000). Neither Vendor nor any
affiliate is participating in or shall participate in an international boycott in violation of the
provisions of the U.S. Export Administration Act of 1979 or the applicable regulations of the
U.S. Department of Commerce (30 ILCS 582/5).
11. Steel Products. If steel products to be used or supplied for the “construction, reconstruction,
alteration, repair, improvement or maintenance” of a public work are being provided under
this Contract, such steel products shall be manufactured or produced in the United States,
unless the President of the University grants an exception (30 ILCS 565).
12. Lead Poisoning Prevention Act (410 ILCS 45). If Vendor is the owner of residential
buildings in Illinois, Vendor has not committed a willful or knowing violation of the Lead
Poisoning Prevention Act (30 ILCS 500/50-14.5).
13. Collection of Illinois Use Tax. Neither Vendor nor any affiliate has failed to collect and
remit Illinois Use Tax on all sales of tangible personal property into the State of Illinois (30
ILCS 500/50-12).
14. EPA Violation. Vendor has not been found by a court or the Illinois Pollution Control Board
to have committed a willful or knowing violation of the Illinois Environmental Protection
Act within 5 years of date of Contract (30 ILCS 500/50-14).
15. Drug Free Workplace (applies to contracts which exceed $5,000). If Vendor employs 25 or
more employees, Vendor will provide a drug free workplace in accordance with the
requirements of the Illinois Drug-Free Workplace Act; if Vendor is an individual, Vendor
will not engage in the unlawful manufacture, distribution, dispensation, possession or use of
a controlled substance during the performance of the Contract (30 ILCS 580).
16. State Board of Elections Registration. Vendor is either (1) not required to register as a
business entity with the State Board of Elections pursuant to Section 20-160 of the
Procurement Code; or (2) has registered as a business entity with the State Board of Elections
and acknowledges a continuing duty to update the registration (30 ILCS 500/20-160).
17. Legal Entity Authorized to Do Business in Illinois (does not apply to Vendors who are sole
proprietors). Vendor is an existing legal entity authorized to do business in Illinois (30 ILCS
500/20-43).
18. Conflict of Interest. Vendor is under no legal prohibition on contracting with the State of Illinois
and has no known conflicts of interest. In addition, Vendor has disclosed, if required, on
forms provided by the University, and agrees it is under a continuing obligation to disclose to
the University, financial or other interests (public or private, direct or indirect) that may be a
potential conflict of interest or that would prohibit Vendor from having or continuing the Contract.
19. Taxpayer ID. The Federal Tax Payer Identification Number (FEIN) and legal status
information provided by Vendor to the University in University’s vendor registration process
is true and correct.
20. Audits. As required by 30 ILCS 500/20-65, Vendor (and any subcontractors) agrees to maintain
books and records related to the performance of the Contract and necessary to support amounts
charged to the University under the Contract for a minimum of three (3) years from the last action
on the Contract. Vendor further agrees to cooperate fully with any audit and to make the books and
records available to the Auditor General, the Chief Procurement Officer, or the University. If the
Contract is federally funded, the books and records shall also be made available to the Comptroller
General of the U.S. and the funding agency Inspector General.
21. Medicare/Medicaid and Other Federal Debarments. Neither Vendor nor any of its employees
or subcontractors who may provide services pursuant to this Contract is currently subject of
an investigation or proceeding to exclude it as a provider under Medicare or Medicaid or
under any other federal or state health care program or under any third party insurance
program, nor is it currently excluded or debarred from submitting claims to Medicare or
Medicaid or to any other federal or state health care program or to any third party insurer.
Vendor represents and warrants it has checked the U.S. General Service Administration’s
(GSA) Excluded Party Listing System (EPLS), which lists parties excluded from federal
procurement and non-procurement programs. The EPLS website includes GSA/EPLS, the
U.S. Department of Health and Human Services (HHS) Office of Inspector General’s (OIG)
List of Excluded Individuals/Entities (LEIE), and the Department of Treasury’s (Treasury)
Specially Designated Nationals (SDN) list. Vendor further represents and warrants it has
checked the Illinois Department of Public Aid (IDPA) OIG Provider Sanctions list of
individuals and entities excluded from state procurement with respect to Vendor’s employees
and agents. See the following websites: http://epls.arnet.gov and
http://www.state.il.us/agency/oig/search.asp. University will terminate Contract without
penalty to University if Vendor becomes excluded during the life of this Contract.
22. Medical Goods and Services. If medical goods and services are to be provided to the
University under this Contract, such goods and services will be provided in accordance with
all applicable legal requirements, including the laws at issue under the Public Law No. 109171 - Deficit Reduction Act of 2005 (DRA) with respect to the establishment and
dissemination of written policies for detecting and preventing waste, fraud and abuse as
addressed in the University policies and code of conduct.
23. IITAA Compliance (applies only to information technology contracts). Vendor
acknowledges that all information technology, including electronic information, software,
systems and equipment, developed or provided under this Contract must be accessible to
individuals with disabilities to the greatest extent possible, in accordance with the Illinois
Information Technology Accessibility Act Standards published at www.dhs.state.il.us/iitaa
(30 ILCS 587).
All subcontracts of $50,000 or more issued by Vendor under this Contract must include
these Certifications, and, if applicable, the Financial Disclosures and Conflicts of Interest
Form.
If this is a multi-year contract, including the initial term and all optional renewals, Vendor
and all subcontractors shall reconfirm compliance with the above certifications by July 1 of
each year that this Contract remains in effect.
Business Enterprise Program for Minorities, Females and Persons With Disabilities: In
order to promote the development and use of minority-owned businesses or services, Southern
Illinois University, as an Illinois public university, is required to participate in the State of
Illinois’ Business Enterprise Program (BEP) for minorities, females, and persons with disabilities
by Public Act 88-597 (30 ILCS 575/0.01, et seq.). This Act requires that each State of Illinois
public university annually report its utilization of businesses owned by minorities, females and
persons with disabilities. The completion of this section will play an important role in our
University’s goal to obtain goods and services from qualifying individuals or businesses.
PLEASE SELECT THE APPROPRIATE BOXES:
If an individual: ____ Female _____ Male
If a company: ____ Female Owned (must own 51% or more) ____ Not Applicable
Select appropriate category: ____ African American ____ Alaskan American ____ Asian
American ____ Caucasian
____ Hispanic ____ Native American ____ Decline to Answer
If disabled, please check: ____ Person with Disability
Small Business Identification: If you are a small business as defined below please check the
appropriate boxes. We are requesting this information in furtherance of Public Act 97-307, the
Small Business Contracts Act, which establishes a goal of contracting with small businesses in
Illinois.
“Small Business” means a business that (1) operates with an Illinois address, (2) pays Illinois income
tax, (3) is independently owned and operated, (4) is not dominant in its field of operation, and (5) has
annual sales and number of employees within the limits set below.
Please check the appropriate boxes.
Wholesale business – annual sales for the most recently completed fiscal year cannot exceed
$10,000,000.
Retail business or business selling services – annual sales and receipts cannot exceed
$6,000,000.
Construction business – annual sales and receipts cannot exceed $10,000,000.
Combination business (any combination of a wholesale, retail or construction) - the annual
sales for each type of business in the combination may not exceed the corresponding amounts
shown above.
Manufacturing business – cannot employ more than 250 persons and may not have annual
sales and receipts that exceed the above criteria. If a manufacturing business has been in existence
for less than a full fiscal year, its average employment shall be calculated for the period through
one month prior to the bid or proposal due date.
By signing this form, I acknowledge that the above information is accurate and
complete:
Company
name:
Address:
Telephone
number:
Signature:
Printed
name:
Date:
EXHIBIT C
INSURANCE/BONDING REQUIREMENTS
EXHIBIT D
WARRANTIES
EXHIBIT E
EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
In the event of the Subcontractor's non-compliance with the provisions of this Equal Employment Opportunity
Clause, the Illinois Human Rights Act or the Applicable Rules and Regulations of the Illinois Department of
Human Rights ("Department"), the Subcontractor may be declared ineligible for future contracts or
subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and the
contract may be cancelled or voided in whole or in part, and such other sanctions or penalties may be imposed
or remedies invoked as provided by statute or regulation.
During the performance of this contract, the Subcontractor agrees as follows:
1.
That it will not discriminate against any employee or applicant for employment because of race, color,
religion, sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to
ability, or an unfavorable discharge from military service; and further that it will examine all job
classifications to determine if minority persons or women are underutilized and will take appropriate
affirmative action to rectify any such underutilization.
2.
That, if it hires additional employees in order to perform this contract or any portion hereof, it will
determine the availability (in accordance with the Department's Rules and Regulations) of minorities
and women in the area(s) from which it may reasonably recruit and it will hire for each job classification
for which employees are hired in such a way that minorities and women are not underutilized.
3.
That, in all solicitations or advertisements for employees placed by it or on its behalf, it will state that
all applicants will be afforded equal opportunity without discrimination because of race, color, religion,
sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to ability,
or an unfavorable discharge from military service.
4.
That it will send to each labor organization or representative of workers with which it has or is bound
by a collective bargaining or other agreement or understanding, a notice advising such labor
organization or representative of the Subcontractor's obligations under the Illinois Human Rights Act
and the Department's Rules and Regulations. If any such labor organization or representative fails or
refuses to cooperate with the Subcontractor in its efforts to comply with such Act and Rules and
Regulations, the Subcontractor will promptly so notify the Department and the contracting agency and
will recruit employees from other sources when necessary to fulfill its obligations thereunder.
5.
That it will submit reports as required by the Department's Rules and Regulations, furnish all relevant
information as may from time to time be requested by the Department or the contracting agency, and
in all respects comply with the Illinois Human Rights Act and the Department's Rules and Regulations.
6.
That it will permit access to all relevant books, records, accounts and work sites by personnel of the
contracting agency and the Department for purposes of investigation to ascertain compliance with the
Illinois Human Rights Act and the Department's Rules and Regulations.
7.
That it will include verbatim or by reference the provisions of this clause in every subcontract it awards
under which any portions of the contract obligations are undertaken or assumed, so that such
provisions will be binding upon such Subcontractor. In the same manner as with other provisions of
this contract, the Subcontractor will be liable for compliance with applicable provisions of this clause
by such subcontractors; and further it will promptly notify the contracting agency and the Department
in the event any subcontractor fails or refuses to comply therewith. In addition, the Subcontractor will
not utilize any subcontractor declared by the Illinois Human Rights Commission to be ineligible for
contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal
corporations.
(Re: Public Contracts; last reviewed December, 1991)
EXHIBIT F
CERTIFICATION OF TRAINING ON
THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
I, _______________________________, acknowledge and certify that I have received training on the Health
Insurance Portability and Accountability Act of 1996 and its promulgated rules under 45 CFR Parts 160 and
164. I received my training at _____________________________ on _______ day of _______, 20__.
I further acknowledge Southern Illinois University School of Medicine’s (“University”) has a Notice of
Privacy Practices which summarizes the way identifiable health information may be used and disclosed by
the University and states the rights with respect to that medical information. I understand the University has
the right to revise these information practices and to amend the Notice of Privacy Practices. I have been
informed I may review the current copy of the Notice of Privacy Practices upon request and in the event
University revises its information practices I will be provided an opportunity to review the current Notice of
Privacy Practices.
__________________________________
Signature
_____________________
Date Signed