0A1309-4-21_Computer_Aid_Inc_-_SIGNED.pdf

Computer Aid Inc. 0A1309-4-21, Amendment 2 and Renewal Page 1 of 6

Version 5/24

DELIVERABLES BASED INFORMATION TECHNOLOGY SERVICES (DBITS)

REQUEST FOR PROPOSALS CONTRACT (0A1309)

AMENDMENT 2 AND RENEWAL

This Amendment 2 and Renewal of contract #0A1309-4-21 (the “Renewal”) is between the State of Ohio, Department of Administrative Services (the “State”) and Computer Aid Inc. (the “Contractor”). This Renewal renews the Deliverables Based Information Technology Services (DBITS) Request for Proposals contract (0A1309) (the “Contract”) for the term set forth below.

WHEREAS, the State and the Contractor entered into the Contract on March 8, 2022 expiring on March 31, 2026;

WHEREAS, the State and Contractor desire to renew the Contract; and

WHEREAS, the State and Contractor determined that an amendment is necessary to address certain revisions to the Contract.

NOW, THEREFORE, the Contract is amended and renewed as follows:

1. Pursuant to Attachment Four, Part One: Performance and Payment, Term section of the Contract, the term of the Contract is renewed for an additional term of two years, beginning on April 1, 2026 and ending on March 31, 2028.

2. In Attachment Four: General Terms and Conditions, Part Two: Work and Contract Administration, Independent Contractor Acknowledgement From section, delete the Independent Contractor/Worker Acknowledgement link and replace it with the following:

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf.

3. In Attachment Four: General Terms and Conditions, Part Seven: Laws and Courts, delete the Drug- Free Workplace section in its entirety and replace it with the following:

Drug-Free Workplace. The Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Contractor employees, while working on State property or performing work on behalf of the State, will not purchase, transfer, use, be under the influence of, or possess illegal drugs, non-medical cannabis (recreational marijuana), or alcohol, or abuse prescription drugs or medical marijuana in any way.

4. In Attachment Four: General Terms and Conditions, Part Seven: Laws and Courts, delete the Equal

Employment Opportunity section in its entirety.

5. In Attachment Four: General Terms and Conditions, Part Seven: Law and Courts, add the following sections:

Accessibility Requirements. If applicable, the Contractor warrants it will comply with federal and state disabilities laws and regulations and also warrants that the products and services provided under this Contract conform to the applicable accessibility requirements of WCAG 2.1 Level AA or the most current version (the “Accessibility Standards”), Section 508 of the Rehabilitation Act of 1973, and the Americans with Disabilities Act. The Contractor must promptly respond to and resolve any complaint regarding accessibility of its products and services. If at any time, the products and services provided under this Contract do not fully conform to the Accessibility Standards, the Contractor must immediately notify the State in writing of the nonconformance and provide to the State a plan to achieve conformance to the Accessibility Standards, including an intended timeline for conformance. The Contractor further agrees to indemnify and hold harmless the State from any claims or damages arising out of Contractor’s failure to comply with the requirements of this section. Failure to comply with these requirements shall constitute a material breach of this Contract for which the State may terminate this https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

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Contract.

Artificial Intelligence. Contractor must not use State materials or State Data in generative artificial intelligence (AI) solutions unless such use is explicitly approved by the ordering agency director or designee. Further, Contractor must disclose the utilization of generative AI when producing works owned by the State or the integration of generative AI in products used by the State.

6. In Supplement 2, State Information Security, Privacy, and Data Handling Requirements, delete section

2.2 Federal Tax Information (FTI) in its entirety and replace it with the following:

2.2. Federal Tax Information (FTI)

All computer systems receiving, processing, storing, or transmitting Federal Tax Information (FTI) must meet the requirements defined in Internal Revenue Service (IRS) Publication 1075. The language in this Section 2.2 may not be modified by Contractor and any proposed language changes listed in Contractor’s responses in this section or in Appendix A will not be considered. For purposes of this Section 2.2, “agency” means the applicable State entity.

2.2.1. IRS 1075 Performance Requirements

In the performance of the Contract, the Contractor agrees to comply with and assume responsibility for compliance by officers or employees with the following requirements:

2.2.1.1. All work will be performed under the supervision of the contractor.

2.2.1.2. The contractor and contractor’s officers or employees to be authorized access to FTI must meet background check requirements defined in IRS Publication 1075. The contractor will maintain a list of officers or employees authorized access to FTI. Such list will be provided to the agency and, upon request, to the IRS.

2.2.1.3. FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the provisions of this contract. FTI in any format shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection or disclosure of FTI to anyone other than the contractor or the contractor’s officers or employees authorized is prohibited.

2.2.1.4. FTI will be accounted for upon receipt and properly stored before, during, and after processing. In addition, any related output and products require the same level of protection as required for the source material.

2.2.1.5. The contractor will certify that FTI processed during the performance of this contract will be completely purged from all physical and electronic data storage with no output to be retained by the contractor at the time the work is completed. If immediate purging of physical and electronic data storage is not possible, the contractor will certify that any FTI in physical or electronic storage will remain safeguarded to prevent unauthorized disclosures.

2.2.1.6. Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the agency. When this is not possible, the contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts and will provide the agency with a statement containing the date of destruction, description of material destroyed, and the destruction method.

2.2.1.7. All computer systems receiving, processing, storing, or transmitting FTI must meet the requirements in IRS Publication 1075. To meet functional and assurance requirements, Computer Aid Inc. 0A1309-4-21, Amendment 2 and Renewal Page 3 of 6 the security features of the environment must provide for the managerial, operational, and technical controls. All security features must be available and activated to protect against unauthorized use of and access to FTI.

2.2.1.8. No work involving FTI furnished under this contract will be subcontracted without the prior written approval of the IRS.

2.2.1.9. Contractor will ensure that the terms of FTI safeguards described herein are included, without modification, in any approved subcontract for work involving FTI.

2.2.1.10. To the extent the terms, provisions, duties, requirements, and obligations of this contract apply to performing services with FTI, the contractor shall assume toward the subcontractor all obligations, duties and responsibilities that the agency under this contract assumes toward the contractor, and the subcontractor shall assume toward the contractor all the same obligations, duties and responsibilities which the contractor assumes toward the agency under this contract.

2.2.1.11. In addition to the subcontractor’s obligations and duties under an approved subcontract, the terms and conditions of this contract apply to the subcontractor, and the subcontractor is bound and obligated to the contractor hereunder by the same terms and conditions by which the contractor is bound and obligated to the agency under this contract.

2.2.1.12. For purposes of this contract, the term “contractor” includes any officer or employee of the contractor with access to or who uses FTI, and the term “subcontractor” includes any officer or employee of the subcontractor with access to or who uses FTI.

2.2.1.13. The agency will have the right to void the contract if the contractor fails to meet the terms of FTI safeguards described herein.

2.2.2. IRS 1075 Criminal/Civil Sanctions

2.2.2.1. Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that FTI disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any FTI for a purpose not authorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution.

2.2.2.2. Each officer or employee of a contractor to whom FTI is or may be accessible shall be notified in writing that FTI accessible to such officer or employee may be accessed only for a purpose and to the extent authorized herein, and that access/inspection of FTI without an official need-to-know for a purpose not authorized herein constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution.

2.2.2.3. Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that any such unauthorized access, inspection or disclosure of FTI may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1,000 for each unauthorized access, inspection, or disclosure, or the sum of actual damages sustained as a result of such unauthorized access, inspection, or disclosure, plus in the case of a willful unauthorized access, inspection, or disclosure or an unauthorized access/inspection or disclosure which is the result of gross negligence, punitive damages, plus the cost of the action. These penalties are prescribed by IRC sections 7213, 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1.

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2.2.2.4. Additionally, it is incumbent upon the contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a.

Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to contractors by 5 U.S.C.

552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

2.2.2.5. Granting a contractor access to FTI must be preceded by certifying that each officer or employee understands the agency’s security policy and procedures for safeguarding FTI. A contractor and each officer or employee must maintain their authorization to access FTI through annual recertification of their understanding of the agency’s security policy and procedures for safeguarding FTI. The initial certification and recertifications must be documented and placed in the agency's files for review. As part of the certification and at least annually afterwards, a contractor and each officer or employee must be advised of the provisions of IRC sections 7213, 7213A, and 7431 (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training on the agency’s security policy and procedures provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches. (See Section 10) For the initial certification and the annual recertifications, the contractor and each officer or employee must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements.

2.2.3. Inspection

The IRS and the Agency, with 24-hour notice, shall have the right to send its inspectors into the offices and plants of the contractor to inspect facilities and operations performing any work with FTI under this contract for compliance with requirements defined in IRS Publication 1075. The IRS’ right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. Based on the inspection, corrective actions may be required in cases where the contractor is found to be noncompliant with FTI safeguard requirements.

This Renewal shall become effective as of the date of the State’s signature and shall remain in full force and effect for the term of the Contract. Except as modified by this Renewal, all other terms, conditions and pricing of the Contract shall remain the same and in full force and effect.

(signatures on next page)

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IN WITNESS WHEREOF, the parties have executed this Renewal as of the dates appearing below.

COMPUTER AID INC. STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Abe Hunter Name: Kathleen C. Madden

Title: CRO & President Title: Director

Date: Date:

Computer Aid Inc. 0A1309-4-21, Amendment 2 and Renewal Page 6 of 6

SUMMARY OF AMENDMENTS

Amendment Number

Effective Date

Description

2 Pending

Contract Renewal through 3/31/2028, update the following sections:

Drug Free Workplace, PEDACKN form link and FTI language; added the following sections: Accessibility Requirements and Artificial Intelligence.

1 6-24-24

Contract Renewal for FY25-26, update the Prohibition of the Expenditure of Public Funds for Offshore Services language and add the following sections: Performance, Criminal/Civil Sanctions and Inspections.