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DocuSign Envelope ID:43D4036D-D682-462E-A5F7-A934F6159889 <br /> Agreement No. OP-24-47-IL <br /> PART 3 SPECIFIC PROVISIONS <br /> A. Invoices The PARTICIPANT will submit invoices for costs that have been incurred and are within the scope of <br /> service. If the DEPARTMENT or Auditing Parties deem the PARTICIPANT's invoices insufficient to document <br /> work completed,the DEPARTMENT may require further records and supporting documents to verify the <br /> amounts, recipients, and users of all funds invoiced pursuant to this Agreement. Furthermore, if any of the <br /> deliverables in Part 4 are not satisfactorily completed, PARTICIPANT will refund payments made under this <br /> Agreement to the extent that such payments were made for any such incomplete or unsatisfactory deliverable. <br /> Any invoices/bills issued by the PARTICIPANT to the DEPARTMENT pursuant to this Agreement shall be <br /> signed by an authorized representative of the PARTICIPANT and shall be submitted through the <br /> DEPARTMENT'S grants management system as a pay request, or through summary reports of budget actuals. <br /> B. Billing and Payment All invoices for services performed and costs incurred by the PARTICIPANT prior to July <br /> 1 st of each State fiscal year must be presented to the DEPARTMENT no later than August Is of that same <br /> year for payment under this Agreement. Notwithstanding any other provision of this Agreement,the <br /> DEPARTMENT shall not be obligated to make payment to the PARTICIPANT on invoices presented after said <br /> date. Failure by the PARTICIPANT to present such invoices prior to said date may require the PARTICIPANT <br /> to seek payment of such invoices through the Illinois Court of Claims and the Illinois General Assembly. No <br /> payments will be made for services performed prior to the effective date of this Agreement. The DEPARMENT <br /> will direct all payments to the PARTICIPANT's remittance address listed in this Agreement. <br /> C. Termination This Agreement may be terminated by either party by giving thirty(30)calendar days written <br /> notice. If the DEPARTMENT is dissatisfied with the PARTICIPANT's performance or believes that there has <br /> been a substantial decrease in the PARTICIPANT's performance, the DEPARTMENT may give written notice <br /> that remedial action shall be taken by the PARTICIPANT within seven (7)calendar days. If such action is not <br /> taken within the time afforded,the DEPARTMENT may terminate the Agreement by giving seven (7)calendar <br /> days written notice to the PARTICIPANT. In either instance,the PARTICIPANT shall be paid for the value of all <br /> authorized and acceptable work performed prior to the date of termination, including non-cancelable obligations <br /> made prior to receipt of notice of termination and for which work will be completed within thirty(30)days of <br /> receipt of notice of termination, based upon the payment procedures set forth in Part 4 of this Agreement. <br /> D. Location of Service The Service to be performed by the PARTICIPANT shall be performed as described in <br /> the PARTICIPANT's Application. <br /> E. Ownership of Documents/Title to Work All documents, data and records produced by the PARTICIPANT in <br /> carrying out the PARTICIPANT's obligations and services hereunder,without limitation and whether <br /> preliminary or final, shall become and remain the property of the DEPARTMENT. The DEPARTMENT shall <br /> have the right to use all such documents, data and records without restriction or limitation and without <br /> additional compensation to the PARTICIPANT. All documents, data and records used in performing research <br /> shall be available for examination by the DEPARTMENT upon request. Upon completion of the services <br /> hereunder or at the termination of this Agreement, all such documents, data and records shall, at the option of <br /> the DEPARTMENT, be appropriately arranged, indexed and delivered to the DEPARTMENT by the <br /> PARTICIPANT. <br /> F. Software All software and related computer programs produced and developed by the PARTICIPANT(or <br /> authorized contractor or subcontractor thereof)in carrying out the PARTICIPANT's obligation hereunder, <br /> without limitation and whether preliminary or final, shall become and remain the property of both the <br /> DEPARTMENT and the PARTICIPANT. The DEPARTMENT shall be free to sell, give, offer or otherwise <br /> provide said software and related computer programs to any other agency, department, commission,or board <br /> of the State of Illinois, as well as any other agency, department, commission, board, or other governmental <br /> entity of any country, state, county, municipality, or any other unit of local government, or to any entity <br /> consisting of representatives of any unit of government, for official use by said entity. Additionally, the <br /> DEPARTMENT shall be free to offer or otherwise provide said software and related computer programs to any <br /> current or future contractor. <br /> The DEPARTMENT agrees that any entity to whom the software and related computer programs will be given, <br /> sold or otherwise offered shall be granted only a use license, limited to use for official or authorized purposes, <br /> and said entity shall otherwise be prohibited from selling, giving or otherwise offering said software and related <br /> computer programs without the written consent of both the DEPARTMENT and the PARTICIPANT. <br /> Printed 08/17/21 Page 6 <br />