SUBCONTRACT BETWEEN

THE BOARD OF TRUSTEES OF SOUTHERN ILLINOIS UNIVERSITY,

ON BEHALF OF ITS SCHOOL OF MEDICINE

AND

SPRINGFIELD MEMORIAL HOSPITAL

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 Subcontractor 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

“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

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	Illinois Statutory Limits

Employer’s Liability	$500,000 per occurrence

Comprehensive Commercial General Liability	$1,000,000 per occurrence

General Aggregate	$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, Associate Dean for Research Office, P.O. Box 19616, Springfield, Illinois 62794-9616 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.

Subcontractor hereby gives written assurance that it will comply with, and will cause its affiliates to comply with all United States export control laws and regulations governing the exports and re-exports of technical data or commodities made under this Agreement, including, but not limited to, the U.S. Department of Commerce’s Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. Subcontractor bears sole responsibility for any violation of such laws and regulations by itself or its affiliates, and that it will indemnify, defend and hold University harmless for the consequences of any such violation.

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.

ARTICLE 31 NO REQUIRED REFERRALS

The Parties contemplate and intend that this Agreement is to be strictly interpreted and construed so as to comply with all of the provisions of and the referral restrictions which are contained within the federal statutes and laws which are commonly referred to as the Medicare Fraud and Abuse or the Anti-Kickback Statute and the Stark Laws, and all of the rules and regulations promulgated pursuant to, and all of the cases or opinions interpreting, such statutes and laws, as well as any other state statutes or laws which may be applicable to such contractual arrangements. As a consequence, the Subcontractor is not being obligated or required by the provisions of this Agreement to refer any of his/her patients to the University, or to any of the affiliated entities, to obtain or receive any medical diagnosis, care or treatment from the University or such affiliated entities, or to purchase any health care related services or products from the University or any of its affiliated entities. Likewise, the University is not being obligated or required by the provisions of this Agreement to refer any of his/her patients to the Subcontractor or to any of the affiliated entities, to obtain or receive any medical diagnosis, care or treatment from Subcontractor or such affiliated entities, or to purchase any healthcare related services or products from Subcontractor or any of its affiliated entities. Neither Party is entering into this Agreement in anticipation of or with an expectation that patient referrals to the other, or to any of the affiliated entities, by either the Subcontractor or the University will occur or develop.

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	SPRINGFIELD MEMORIAL HOSPITAL SOUTHERN ILLINOIS UNIVERSITY	AN AFFILIATE OF	MEMORIAL HEALTH SYSTEM

By__________________________	By___________________________

Donald S. Torry, Ph.D.	Kevin R. England

Associate Dean for Research	Senior Vice President & Chief

SIU School of Medicine, for	Administrative Officer

Austin A. Lane, Ph.D., Chancellor	Memorial Health System

Southern Illinois University

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:	Notices to the Subcontractor shall be sent to:

Donald S. Torry, Ph.D. Associate Dean for Research SIU School of Medicine P.O. Box 19616 Springfield, Illinois 62794-9616	Kevin R. England Senior VP & Chief Administrative Officer Memorial Medical Center, an affiliate of Memorial Health System 701 North First Street Springfield, Illinois 62781-0001
UNIVERSITY CONTRACT REPRESENTATIVE

Donald S. Torry, 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

STANDARD CERTIFICATIONS

TRANSACTION #:

To the extent applicable, vendor acknowledges and agrees that compliance with this subsection in its entirety for the term of any resulting Contract and any renewals is a material requirement and condition of the Contract. By executing the Contract Vendor certifies compliance with this subsection in its entirety, and is under a continuing obligation to remain in compliance and report any non-compliance.

These Standard Certifications, in their entirety, also apply to subcontractors used on the Contract. Vendor shall include these Standard Certifications in any subcontract used in the performance of the Contract using the Standard Subcontractor Certification form provided by the State.

If the Contract extends over multiple fiscal years, including the initial term and all renewals, Vendor and its Subcontractors shall confirm compliance with this section in the manner and format determined by the State by the date specified by the State and in no event later than July 1 of each year that the Contract remains in effect.

As part of each certification, Vendor acknowledges and agrees that should Vendor or its subcontractors provide false information, or fail to be or remain in compliance with the Standard Certification requirements, the Contract may be declared void and one or more of the following sanctions may apply: suspension, debarment, denial of payment, civil fine, or criminal penalty. Identifying a sanction or failing to identify a sanction in relation to any of the specific certifications does not waive imposition of other sanctions or preclude application of sanctions not specifically identified.

If the parties determine that any certification in this section is not applicable to the contract, it may be stricken without affecting the remaining subsections.

Equal Employment Opportunity. The Vendor certifies that it complies with the Illinois Human Rights Act (775 ILCS 5) and rules applicable to public contracts, 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 the Contract.

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 nor barred from being awarded a contract or subcontract under 30 ILCS 500/50-11.

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); or any other felony where sentence was completed less than 5 years prior to date of Contract (30 ILCS 500/50-10).

Other Prohibitions. Vendor certifies it is not barred from having a contract with the State based upon violating the prohibitions related to either submitting/writing specifications or providing assistance to an employee of the State of Illinois by reviewing, drafting, directing, or preparing any invitation for bids, a request for proposal, or request of information, or similar assistance (except as part of a public request for such information) (30 ILCS 500/50-10.5(e).

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).

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).

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).

Certain Service Contracts (does NOT apply to contracts for professional or artistic services). If this is a service contract as identified 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 the Contract. This certification does not apply to heating and air-conditioning, plumbing, and electrical service contracts. If the 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 and fringe benefits no less favorable than those prevalent in the locality where the Contract is to be performed (30 ILCS 500/25-60).

Printing Services. If the 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 and fringe benefits no less favorable than those prevalent in the locality where the Contract is to be performed (30 ILCS 500/25-60). Contracts for the procurement of offset printing services shall specify the use of soybean oil-based ink or vegetable oil-based ink unless a State purchasing officer determines that another type of ink is required to assure high quality and reasonable pricing of the printed product (30 ILCS 500/45-15).

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).

International Boycott (applies to contracts which exceed $10,000). Neither Vendor nor any substantially-owned affiliated company 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).

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 the Contract, such steel products shall be manufactured or produced in the United States, unless the President of the University grants an exception in accordance with the requirements of 30 ILCS 565/4 -2 (30 ILCS 565).

Lead Poisoning Prevention Act. 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).

Collection of Illinois Use Tax. Neither Vendor nor any affiliate is barred from contracting with the State for failure to collect and remit Illinois Use Tax on all sales of tangible personal property into the State of Illinois (30 ILCS 500/50-12).

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).

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 in the performance of the Contract (30 ILCS 580/3 and 30 ILCS 580/4).

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).

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 transact business or conduct affairs in Illinois (30 ILCS 500/20-43).

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 (30 ILCS 500/50-13).

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.

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 later of the date of final payment under the Contract or completion of the Contract. Vendor further agrees to cooperate fully with any audit and to make all books and records required to be maintained under 30 ILCS 500/20-65 available to the Auditor General, the Chief Procurement Officer, and 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.

IITAA Compliance (applies only to information technology contracts). As required by Illinois Public Act 095-0307, all information technology, including electronic information, software, systems, and equipment, developed or provided under the Contract must comply with the applicable requirements of the Illinois Information Technology Accessibility Act Standards as posted at http://www.dhs.state.il.us/iitaa (see also 30 ILCS 587).

Subject to Appropriation. The Contractor understands that the University may suspend or terminate the Contract, in whole or in part, without penalty or further payment being required, if funds are not appropriated by the Illinois General Assembly or federal funding source, or are reduced in such an amount, or funds are otherwise insufficient, such that the University cannot fulfill the terms of the Contract (30ILCS 500/20-60(b)). This provision applies to only those contracts that are funded in whole or in part by funds appropriated by the Illinois General Assembly or other governmental entity.

State Prompt Payment Act. Payment will be made upon (i) satisfactory completion of all services, reports and/or other deliverables specified in the Contract and (ii) the receipt of a proper bill or invoice. Interest for any payment not made within ninety (90) days after (i) satisfactory completion of services, reports, and/or other deliverables and (ii) the receipt of a proper bill or invoice, shall be calculated as provided for under the State Prompt Payment Act (30 ILCS 540/3-2).

Employment Security Law. Vendor certifies that it has reviewed and will comply with the Department of Employment Security Law (20 ILCS 1005/1005-47), as applicable.

Lobbying Restrictions. Vendor certifies that if it hires a person required to register under the Lobbyist Registration Act to assist in obtaining any State contract, that none of the lobbyist's costs, fees, compensation, reimbursements or other remuneration will be billed to the State. Vendor certifies that it will not retain a person or entity required to register under the Lobbyist Registration Act to attempt to influence the outcome of a procurement decision for compensation contingent in whole or in part upon the decision or procurement (30 ILCS 500/50-38).

Reporting Anti-Competitive Practices. Vendor certifies it will report to the Illinois Attorney General, the appropriate Inspector General and the Chief Procurement officer any suspected collusion or other anti-competitive practice among any bidders, offerors, contractors, potential contractors, or employees of the State (30 ILCS 500/50-40).

Domestic Products Act. Vendor certifies that if it is awarded a contract through the use of the preference required by the Procurement of Domestic Products Act, then it shall provide products pursuant to the contract or subcontract that are manufactured in the United States (30 ILCS 517/10).

Executive Order No. 1. Vendor warrants and certifies that it and, to the best of its knowledge, its subcontractors have and will comply with Executive Order No. 1 (2007). The Order generally prohibits Vendors and subcontractors from hiring the then-serving Governor's family members to lobby procurement activities of the State, or any other unit of government in Illinois including local governments if that procurement may result in a contract valued at over $25,000. This prohibition also applies to hiring for that same purpose any former State employee who had procurement authority at any time during the one-year period preceding the procurement lobbying activity.

Pension Code. Vendor certifies that if an individual, sole proprietor, partner or an individual as a member of a LLC, he/she has not received an early retirement incentive prior to 1993 under section 14-108.3 or 16-133.3 of the Illinois Pension Code or an early retirement incentive on or after 2002 under Section 14-108.3 or 16-133.3 of the Illinois Pension Code (30 ILCS 105/15a).

International Anti-Boycott Certification Act. For all contracts over $10,000, Vendor certifies that neither Vendor nor any substantially owned affiliate is participating or shall participate in an international boycott in violation of the U.S. Export Administration Act of 1979 or the applicable regulations of the United States Department of Commerce (30 ILCS 582/5).

Medicare/Medicaid and Other Federal Debarments. Vendor certifies that neither Vendor nor any of Vendor's directors, officers, employees, agents and subcontractors who may provide services pursuant to the Contract (individually an “Agent”) is presently debarred, suspended, proposed for debarment, declared ineligible or otherwise excluded from transactions with the U.S. Government or by any federal government agency. Vendor shall provide University immediate written notice if Vendor learns that this certification was erroneous when made or if Vendor or any of Agents hereafter becomes debarred, suspended, proposed for debarment, declared ineligible or otherwise excluded from transactions with the U.S. Government or by any Federal agency. Vendor further certifies that neither Vendor nor any Agents is presently subject to an investigation or proceeding to exclude either 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 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. University may terminate the Contract immediately without any penalty to University if either of these certifications was erroneous when made or becomes no longer valid during the term of the Contract.

Medical Goods and Services. If medical goods and services are to be provided to the University under the Contract, such goods and services will be provided in accordance with all applicable state and federal laws related to the establishment and dissemination of written policies and training for detecting and preventing fraud, waste and abuse in federal healthcare programs. Proof of training administered or the dissemination of written policies may be requested by the University at any time.

Vendor understands that any claims against the University in connection with the Contract are subject to the Illinois Court of Claims Act (705 ILCS 505/1).

All subcontracts of $50,000 or more issued by Vendor under the Contract must include these Standard Certifications, and, if applicable, the Financial Disclosures and Conflicts of Interest Form.

EXHIBIT C

INSURANCE/BONDING REQUIREMENTS

N/A

EXHIBIT D

WARRANTIES

N/A

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)