124-26.pdf

Rev. 05/27/2025 1

ITB 124-26 PNS / CLEAR ROADS Qualified Products List (QPL) 9 / 11 / 25 Liquid Deicers, Inhibited Liquid CaCl and Inhibitor Materials

REQUIREMENTS/SPECIFICATIONS

Section 1: Intent

The purpose of this invitation to bid is to establish term contract pricing for various products on the Pacific Northwest Snow Fighters (PNS) / CLEAR ROADS Qualified Products List (QPL) list of liquid deicers, Inhibited Liquid CaCl and Inhibitor Materials for all of ODOT’s 12 Districts, in accordance with the bid specifications, requirements, terms and conditions herein.

Section 2: Multiple Award

ODOT will accept all responsive bids submitted on or before the specified bid opening date and make an award to all responsive bidders.

All F.O.B place of destination unit bid prices submitted shall be held firm by the Vendor for the entire duration of the contract. The Department will only accept bid pricing submitted up through two (2) decimal points. Digits submitted beyond two (2) decimal points will be automatically dropped and not considered in the award of this invitation to bid.

Section 3: Contract Duration

The effective duration of this contract shall be from:

• October 1, 2025 through March 31, 2026.

Section 4: Delivery and Ordering Provisions

4.1 Delivery Deadlines and Hours

All orders shall be delivered on or before the deadline day shown on the charts below, after receipt of electronic or verbal notification against a valid State of Ohio purchase order. Vendor shall notify ordering county a minimum of one day in advance of delivery.

Vendor will follow the STANDARD DELIVERY SCHEDULE, unless ODOT indicates that an order is needed prior to the Standard Delivery Deadline. When this is necessary ODOT will notify the vendor, on the day the order is placed, that the delivery is to follow the “Time is of the Essence Schedule” schedule.

• “Time is of the essence” is when the Department requires more immediate access to liquids due to emergency related conditions (such as low inventory levels).

STANDARD DELIVERY SCHEDULE

Order Placed On SUN MON TUE WED THUR FRI SAT

Standard Delivery Deadline WED THUR FRI MON MON TUE TUE

TIME IS OF THE ESSENCE SCHEDULE

Order Placed On SUN MON TUE WED THUR FRI SAT

Time is of the Essence Deadline WED THUR FRI SAT SUN MON TUE

All deliveries shall be made between the “normal working hours” of 7:00 a.m. and 4:00 p.m., excluding State holidays, unless special permission is granted by the Department to temporarily waive or adjust the requirement.

• Requests for an extension of days must be done by 10:00am, the day after an order is placed.

• Requests for an extension of time, outside of “normal working hours”, must be done by Noon, a minimum of one (1) day in advance of the delivery date.

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• Extension requests, day or time, will be granted or denied at the sole discretion of the Department.

• Electronic documentation should be used to confirm verbal communication regarding extensions that are granted.

4.2 Minimum Order for F.O.B. Place of Destination Contract Pricing

Unit bid pricing submitted by the Vendor for order ranges falling between 2,000-8,000 gallons shall include all of the Vendor’s delivery expenses (i.e. F.O.B. Place of Destination) associated with the delivery of ordered materials to any ODOT location within the respective District. The Vendor must honor their submitted F.O.B. place of destination unit bid price(s) throughout the duration of the Contract.

Purchase orders when issued, will detail specific destination points for deliveries.

The minimum order for F.O.B. place of destination deliveries shall be 2000 gallons or greater, delivered by Vendor’s forces into ODOT storage tanks. Orders not exceeding the minimum order amount shall have the flat fee delivery fee submitted by the bidder on the Department’s pricing page.

4.3 Load Limits

For delivery of materials exceeding allowable State of Ohio load limits, it shall be the responsibility of the Vendor to obtain, and incur the associated expenses with obtaining, all necessary Special Hauling Permits for overweight loads. Bidders must include the cost of these permits on the Department’s pricing page in their submitted bid pricing for delivery ranges that could result in the need for a Special Hauling Permit.

The Receiving Agency reserves the right to spot-check truck and/or trailer loads at point of delivery, for weight conformance to that shown on weight slip or invoice (including tare weight if deemed advisable). Upon direction by authorized transportation personnel of the receiving agency, the truck and/or trailer shall proceed to the nearest available certified scales for such weight determination at no additional cost to the Receiving Agency.

Any vehicle being used to haul materials under this contract shall be loaded so as not to exceed the combined or gross weight declared for the vehicle in its registration under the International Registration Plan.

Any vehicle being used to haul materials under this contract and registered under the International Registration Plan must have its combined or gross weight declared so as to be in conformance with the legal weight limitations imposed on vehicles traveling on any road or street in Ohio (ORC 5577.04).

Any vehicle determined to have a gross vehicle weight in excess of the combined or gross weight declared for the vehicle in its registration under the International Registration Plan shall be considered overloaded.

For the purpose of assessing liquidated damages, the extent of “overload” to which damages will apply shall be the difference between the IRP-declared combined or gross weight and the measured gross weight of the vehicle.

The below liquidated damages schedule will apply in all cases, except where a Special Hauling Permit has been issued for the vehicle by the Ohio Department of Transportation, Hauling Permits Section, in the amount up to the measured gross weight of the vehicle.

Schedule of Liquidated Damages for Vehicle Overloads:

Overloads (lbs ) Liquidated Damages 1 - 2,000 $80.00 2,001 - 5,000 $100.00 + $1.00 per 100 lb of overload 5,001 - 10,000 $130.00 + $2.00 per 100 lb of overload

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10,001 + $160.00 + $3.00 per 100 lb of overload

Drivers of all vehicles being used to haul materials on this invitation shall be informed by the Vendor that liquidated damages shall be assessed for overloaded, non-permitted vehicles.

These provisions are strictly for the convenience of administering this contract and shall not be construed to replace or waive any provision of the Ohio Revised Code or Ohio Administrative Code pertaining to vehicle weight limitation.

4.4 Demurrage (Required Bid Item)

The Vendor must quote on the Department’s provided Microsoft Excel file an hourly rate for transport deliveries held over the two (2) hours allocated for unloading material deliveries. Failure to provide this rate will effectively waive a Vendor’s right to charge for demurrage and prohibits the Vendor from invoicing ODOT for additional time that may be needed for unloading.

Section 5: Product Specifications

Only liquid deicer and inhibitor products listed on the above Pacific Northwest Snow Fighters (PNS) /

Clear Roads Qualified Product List (QPL), or approved by the Pacific Northwest Snow Fighters (PNS) / Clear Roads at the time of the bid opening, will be considered for award of this invitation to bid.

NO EXCEPTIONS.

Refer to the following links for a copy of the QPL.

http://pnsassociation.org/ (See Clear Roads Link) https://clearroads.org/ (Refer to the Partnership Projects link)

If a product is not on the QPL, but has been approved prior to the bid opening, it is the responsibility of the vendor to provide clear and concise documentation that a product has been added to the QPL.

Section 6: Material Information Sheets

Vendors are asked to supply a supplemental document that will address general information for each type of liquid (or liquid mix) provided on contract. Examples of suggested information:

o Working Temperature Ranges o Circulation recommendations o Cautionary information o Helpful hints o Do's and Don’ts o Problems and Solutions

Section 7: Material Safety Data Sheets

Bidders must submit with their bids Material Safety Data Sheets [MSDS] (OSHA #20 or equivalent) covering the material being quoted. MSDS should also accompany any delivery of materials.

http://pnsassociation.org/ https://clearroads.org/

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STANDARD TERMS & CONDITIONS

I. GLOSSARY

The following definitions are applicable to all components of the Contract. If a conflict exists between these definitions and any definition listed in the specifications or scope of work, the specifications or scope shall prevail.

A. ACCEPTANCE: Approval and retention by ODOT of any goods, products, services or other Deliverables, delivered to fulfill Contract requirements.

B. AGENCY/ODOT/DEPARTMENT: Ohio Department of Transportation

C. AUTHORIZED DEALER/DISTRIBUTOR: The vendor that maintains written legal agreements with manufacturers to act as their agent and provide goods, products, or services listed in the bid/RFQ/contract. The authorized

Dealer/Distributor must maintain active and sufficient facilities necessary to perform the awarded Contract, own title to the goods, products, or services and maintain available stock on a continuous basis and in sufficient quantity to provide uninterrupted access to the Contract Deliverable.

D. BIDDER: The company and/or authorized representative of the company who has signed and is submitting a bid response and who will be responsible for ensuring proper performance of the contract awarded pursuant to the bid. The term bidder, proposer, contractor, supplier, or vendor may be used interchangeably in this document.

E. DEFAULT: The omission or failure to perform any obligation under this Contract.

F. DELIVERABLE: Any Contractor-provided products, supplies, services, work or product described in the specifications of the Contract.

G. F.O.B PLACE OF DESTINATION: The Vendor pays, and includes the cost of such in its bid, and bears the risk for the transportation and delivery of goods delivered to the specified locations provided by the Department.

H. GOODS: Anything that can be purchased that is not a service or real property.

I. INVOICE: An itemized listing showing delivery of the goods or performance of the services described in the order that must include the date of the purchase or rendering of the service, an itemization of the things done, material supplied, equipment used or labor furnished, and the sum due pursuant to the contract or obligation.

J. LOWEST RESPONSIVE AND RESPONSIBLE BIDDER: A bidder who offers the lowest cost for the goods or services listed in the bid; and whose proposal responds to bid specifications in all material respects and contains no irregularities or deviations from the specifications which would affect the amount of the bid or otherwise give them a competitive advantage; and whose experience, financial condition, conduct and performance on previous contracts, facilities, management skills evidences their ability to execute the contract properly.

K. MBE OR EDGE CERTIFIED: MBE means Minority Business Enterprise and EDGE means Encouraging

Diversity, Growth and Equity.

L. ORDER: A copy of a contract or a statement of the nature of a contemplated expenditure, a description of the goods to be purchased or services to be performed, other than services performed by officers and regular employees of the state, and per diem of the national guard, and the total sum of the expenditure to be made therefor, if the sum is fixed and ascertained, otherwise the estimated sum thereof, and an authorization to pay for the contemplated expenditure, signed by the person instructed and authorized to pay upon receipt of a proper invoice.

M. PRIME VENDOR/CONTRACTOR: The vendor who, upon being awarded a contract, becomes the prime vendor who is the primary source for providing the goods or services listed in the awarded Contract and the party to whom payment will be made upon delivery of the goods and/or completion of the Contract.

N. PROCUREMENT/CONTRACT/AGREEMENT: All documents, whether attached or incorporated by reference, utilized for soliciting bids. Upon completion of the evaluation and award of the bidder’s response, the procurement becomes the contract between ODOT and the successful bidder, both governed by the laws of the state of Ohio.

O. PURCHASE: To buy, purchase, installment purchase, rent, lease, lease purchase, or otherwise acquire goods

Rev. 05/27/2025 5 or services. "Purchase" also includes all functions that pertain to the obtaining of goods or services, including description of requirements, selection, and solicitation of sources, preparation, and award of contracts, all phases of contract administration, receipt and acceptance of the goods and services, and financial consideration for the goods and services by either a state agency or a third party.

P. PRODUCTS: Materials, supplies, merchandise, goods, wares, and foodstuffs.

Q. REQUEST FOR QUOTE (RFQ)/INVITATION TO BID (ITB)/COMPETITIVE SEALED BIDDING: A solicitation for goods, products, or services in which ODOT invites vendors to submit price quotes/bid responses for the supply of such goods, products, or services.

R. REQUEST FOR PROPOSAL (RFP): A solicitation for goods, products, or services in which ODOT invites vendors to submit responses that have comprehensive performance requirements, technical provisions, and specific evaluation criteria including price for scoring offers. Award is made to the bidder whose proposal is determined to be most advantageous to the state, taking into consideration factors such as price and the evaluation criteria set forth in the RFP.

S. SERVICES: The furnishing of labor, time, or effort by a person, not involving the delivery of a specific end product other than a report which, if provided, is merely incidental to the required performance. "Services" does not include services furnished pursuant to employment agreements or collective bargaining agreements.

T. STATE: The State of Ohio which also includes ODOT as applicable.

U. STATE DATA: All data and information provided by, created by, created for, or related to the activities of the State and any information from, to, or related to all persons that conduct business or personal activities with the State, including, but not limited to Confidential Data.

If any of Contractor’s intellectual property becomes embedded in State Data, Contractor hereby licenses a non-exclusive license to ODOT to use such embedded data subject to the terms of Contractor’s license agreement.

State Data includes any information derived by or through the use of the services being provided by the Vendor, excluding any embedded portions of any service that might be in the data or information which might be the intellectual property of the Contractor.

Confidential Data includes data that is required to be protected by law or regulation, is intended for confidential use, and may not be copied or removed from the State’s operational control without authorized permission. This classification includes data that, if compromised, may result in loss of life, serious injury, or other harm to an individual or group, or disruption to critical agency operations.

Confidential Data includes, but is not limited to:

1. Certain types of personally identifiable information (PII) that is also sensitive, such as medical information, social security numbers, and financial account numbers;

2. Federal Tax Information (FTI) under IRS Publication 1075;

3. Protected Health Information (PHI) under the Health Insurance Portability and Accountability Act (HIPAA);

4. Criminal Justice Information (CJI) under the Federal Bureau of Investigation’s Criminal Justice Information Services

(CJIS) Security Policy and the Law Enforcement Automated Data System (LEADS) Policy; and

5. Other types of information not associated with an individual such as security and infrastructure records, trade secrets, and business bank account information.

V. SPECIFICATION: Any description of the physical or functional characteristics or of the nature of goods, products, or services. It may include a description of any requirements for inspecting, testing, or preparing goods, products, or services.

W. TIME AND MATERIALS CONTRACT: A contract in which Contractor is paid the following: (1) an hourly rate for labor actually performed; and (2) if applicable and with prior approval by ODOT, for the cost of the materials, equipment or supplies actually used by the Contractor. Such rates and costs shall be established through Contractor’s submission of a price sheet, written quote, estimate, or invoice, as approved by ODOT. Hourly rates may include wages, overhead, general and administrative expenses, and reasonable profit. Materials or supplies may include the Contractor’s direct and indirect costs attributable to the work performed. Equipment may include vendor owned equipment billed at a specified rate or costs associated with rental of equipment specific to the contract.

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X. UNBALANCED: Any unit price contained in the bid submittal which is obviously unbalanced either above or below reasonable cost analysis and/or unreasonably disproportionate to current market prices as determined by the Director of

ODOT, or if such unbalanced prices are contrary to the interest of the department.

Y. SUBVENDOR: An individual, firm, or corporation to whom the Vendor sublets part of the contract to be performed.

II. QUOTE/BID RESPONSE REQUIREMENTS

A. INFORMATION REQUESTED: Vendors shall furnish all information as requested in the solicitation. At the discretion of the Director, additional information, necessary for evaluation of the quote/bid response may be attached to the solicitation and shall be properly identified as being part of the quote/bid response. ODOT reserves the right to request literature, or other documentation for clarification, although such may not have been set forth in the RFQ/bid response. ODOT also reserves the right to require a Vendor to be a registered supplier with the State of Ohio through the

OhioPays Portal. Failure to provide the required information or complete supplier registration with the State of Ohio within seven business days of the award may render the quote/bid response invalid.

B. SAMPLES REQUESTED: When requested, samples shall be furnished at the Vendors’ expense and unless otherwise specified, prior to closing of the solicitation. Samples shall be clearly identified by Vendor’s name, the solicitation number, corresponding items in the solicitation and the closing date. ODOT acknowledges that it may receive quotes/bid submittals from multiple vendors and authorized dealers/distributors quoting the same manufacturer's products. In such situations, samples may be submitted by manufacturers on behalf of multiple vendors or authorized dealers/distributors, provided that such samples shall be accompanied by written documentation, on manufacturer's letterhead, signed by an authorized representative of manufacturer, listing the named dealers/distributors and vendors for whom the samples are provided. Any vendor or authorized dealer/distributor not appearing on this listing and who has failed to furnish requested samples shall be considered non-responsive. Unless otherwise stated, any sample submitted with the quote/bid response shall not be deemed to vary from any of the provisions, specifications, or terms and conditions of the solicitation. When requested in writing, samples not destroyed in testing shall be returned at the vendor’s expense.

Samples not so requested shall become the property of ODOT. Unsolicited samples which are submitted shall be at the vendor's risk and, shall not be examined or tested, and shall not be considered in the evaluation process. ODOT reserves the right to request samples although such may not have been set forth in the solicitation.

C. SPECIFICATIONS: ODOT is authorized to prepare specifications to obtain goods, products, and services. The purpose of the specification is to describe the goods, products, or services to be purchased and will serve as a basis for comparison of quotes/bid responses. The Department may use any form of specification it determines to be in the best interest of the State and that best describes the goods, products, or services to be purchased. Specifications may be in the form of a design or performance specification, or a combination thereof. If the Department determines that a design, performance, or combination specification is not in the best interest of the State, it may use a brand name or equal specifications.

Where a brand name or equal specification is used, use of brand name is for the purpose of describing the base standard of quality, performance and characteristics desired only and is not intended to limit or restrict competition. Substantially equivalent supplies or services to those designated will be considered for award.

ODOT may also use a qualified products list of the federal government or may develop a qualified products list applicable to ODOT. When developing a qualified products list, ODOT shall solicit a sufficient number of suppliers to ensure maximum coverage with providers of the goods, products, or services. Any supplier, not solicited, may request inclusion on the qualified products list. Potential suppliers will be required to furnish exact samples of the goods, products, or services to be provided for testing and examination by ODOT. Only those goods, products, or services that conform to the ODOT’s requirements will be considered for inclusion on a qualified products list.

D. UNIT PRICE AND BASIS OF AWARD : Unless otherwise specified in the RFQ/bid solicitation, the unit price must be entered for each item being quoted/solicited. The unit price shall govern in the event of a discrepancy between the unit price and any extended or total price calculation.

For solicitations involving multiple items, the award shall be made on the basis of the total cost of all items combined, unless the RFQ/bid solicitation explicitly states that awards may be made on an individual line-item

Rev. 05/27/2025 7 basis or by group. Vendors must ensure that unit prices are accurately provided for all items; the use of ditto marks, arrows, or other markings in lieu of entering actual unit prices may result in the offer being deemed non-responsive. Lot prices entered in the unit price area shall be considered as the unit price unless clearly labeled otherwise.

No changes to pricing shall be permitted after the quote or bid submission deadline. Vendors are responsible for reviewing and verifying all pricing prior to submission. In the event of a contract award, the Vendor shall be required to deliver the goods or services at the prices submitted. Vendors shall not enter a unit price of more than two (2) digits to the right of the decimal point. Any digits beyond the second decimal place will be disregarded and not used for rounding purposes in the evaluation or payment thereof.

E. QUOTE/BID RESPONSE FIRM: Once opened, all RFQs/bid responses are firm and cannot be altered. Once a contract is awarded, the Vendor shall deliver at the prices and terms quoted or provided. ODOT shall receive the benefit of any decrease in price during the guaranteed price period. Unless otherwise stated, all solicitations shall remain valid for a period of sixty (60) calendar days after the RFQ/bid solicitation closing date.

F. REJECTION OF ANY/ALL RFQ/BID RESPONSE: The Director of ODOT reserves the right to accept, or reject, any or all RFQ/bid response in whole or in part and may determine that any irregularities or deviations from the specifications do not result in the quote/bid response being non-responsive, provided however, that the Director of

ODOT determines this does not affect the amount of the quote/bid response or result in a competitive advantage to the

Vendor.

G. DEVIATIONS: Statements or modifications that deviate from the RFQ/bid response’s terms, conditions, specifications and requirements (such as altering delivery, changing F.O.B., price list changes, etc.) may render the quote/bid response non-responsive if the Director determines that the deviation or modification affects the amount of the quote/bid response or results in an unfair competitive advantage for the Vendor.

H. DISQUALIFICATION OF VENDOR: Any of the following reasons may be considered as being sufficient for the disqualification of a Vendor and the rejection of its quote/bid response:

1. More than one RFQ or bid response for the same work from a parent and subsidiary company, from two or more related subsidiary companies, or an individual, firm, or corporation under the same or different name.

2. Evidence of collusion among Vendors.

3. Quote or bid response which are in ODOT's opinion materially unbalanced.

4. Evidence that the Vendor has sublet or sub-vended any portion of the work, supplies, services, labor, or materials without prior written approval from the Department.

5. Evidence that the Vendor is not an authorized dealer/distributor of the manufacturer.

The quote/bid response supplied by a disqualified Vendor shall be rejected, and the disqualification determination will be used to evaluate the responsibility of the Vendor in future bid solicitations.

I. TIE PROCESS: If two or more quotes/bid responses offer the same total evaluated cost and are determined to be responsive and responsible, the Department will break the tie as follows: during the evaluation process, the Vendors that submitted tie responses will be contacted and given a deadline of two (2) business days to submit a written revised unit price for the affected item(s) or a revised total cost, as applicable. If a tie still exists after submission of revised pricing, the Department may repeat this process or consider additional factors, including past or current performance, in order to determine an award. The Department will not allow a tie quote/bid response situation to unnecessarily delay the award process.

J. CREATION OF THE CONTRACT: A contract is created between the Vendor and ODOT when ODOT accepts the quote/bid response and an authorized person acknowledges the acceptance in writing. The contract shall become operational only when either a purchase order has been issued or the State of Ohio payment card is presented to the awarded Vendor. The contract shall contain all the terms and conditions of this RFQ/bid solicitation as well as the accepted responses in the vendor’s quote/bid response, except that no responses may change or alter the terms and conditions of this RFQ/bid solicitation. The contract will be construed in accordance with the plain meaning of its language and neither for nor against the drafting party.

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III. REGULATORY CONTRACT REQUIREMENTS

A. ANTITRUST. ODOT and the Contractor recognize that, in actual economic practice, overcharges resulting from antitrust violations are usually borne by the State. The Contractor therefore assigns to ODOT all state and federal antitrust claims and causes of action that the Contractor has or acquires relating to the goods and services acquired under this

Contract.

B. APPROPRIATION OF FUNDS. Pursuant to Article II, Section 22 of the Ohio Constitution, ODOT’s funds are contingent upon the availability of lawful appropriations. If the General Assembly or any third party who is providing funding fails at any time to continue funding for the payments or any other obligations due by ODOT under this

Contract, ODOT will be released from its obligations on the date funding expires. If appropriations are approved, ODOT may continue this Contract past the current biennium by issuing written notice of continuation to the Contractor.

Any obligations of ODOT are subject to Section 126.07 of the Ohio Revised Code. The current General Assembly cannot commit a future General Assembly to a future expenditure.

C. CAMPAIGN CONTRIBUTIONS. Unless this Contract was solicited by competitive bid pursuant to Section

125.07 of the Ohio Revised Code, Contractor hereby certifies that all applicable parties are in full compliance with Section 3517.13 of the Ohio Revised Code.

D. COMPLIANCE WITH LAW. The Contractor must comply throughout the duration of the Contract with all applicable federal, state, local laws and Executive Orders while performing under this Contract.

E. CONFLICT OF INTEREST/ETHICS. The Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Contract are knowledgeable of and understand the Ohio Ethics and

Conflict of Interest laws including but not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio Revised

Code. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws or otherwise presents a conflict of interest.

All vendors who are actively doing business with or seeking to do business with the State and/or with ODOT are expected to perform their business activities in a professional manner and avoid any “perceptions of impropriety.” Vendors will be responsible to review and become familiar with the ethics laws of the state of Ohio. Any vendor who violates Ohio’s ethics laws or any executive order or ODOT policy will be subject to legal penalties up to and including debarment.

ODOT utilizes a variety of methods for establishing contracts for goods, products, and services which include competitive sealed bidding, competitive sealed proposals, direct purchases, reverse auction, multiple award contracts and request for quotes. Processes for implementing these methods have been developed to ensure fair and equal treatment of all vendors participating in the purchasing activity. Any vendor that attempts to influence the evaluation and/or award of a contract either directly or through an outside agent or representative will be disqualified and will not be able to participate in the purchasing activity. In addition, a vendor who attempts to influence an evaluation or award will be subject to penalties set forth by law up to and including debarment from doing business with ODOT and/or the state of Ohio.

Suspected violations of ODOT purchasing statutes, rules, policies, or guidelines, or of Ohio’s ethics laws, executive orders by any employee of the State or a vendor are to be reported to the Agency Procurement Officer(s) or APO. The APO will advise the Chief Legal Counsel who may take appropriate action. If necessary or appropriate, the matter may be referred to the Inspector General, the Ohio Attorney General and/or the Ohio Ethics Commission for resolution.

F. TRADE. The Contractor warrants that the Contractor is not subject to an unresolved finding for recovery pursuant to

Section 9.24 of the Ohio Revised Code. If the warranty is false on the date the parties signed this Contract, the Contract is void ab initio, and the Contractor shall immediately repay any funds paid under this Contract.

G. DEBARMENT. The Contractor represents and warrants that neither it, nor any of its subcontractors, are debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Contract is void ab initio, and the Contractor shall immediately repay any funds paid under this Contract.

H. 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

ODOT property or performing work on behalf of ODOT, will not purchase, transfer, use, be

Rev. 05/27/2025 9 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.

I. EQUAL EMPLOYMENT OPPORTUNITY. The Contractor will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Section 125.111 of the Ohio Revised

Code and all related Executive Orders.

Before a contract can be awarded or renewed, an Affirmative Action Plan must be submitted to and approved by the State of Ohio.

J. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE SERVICES. No State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State Data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided to the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company and are prohibited from permitting State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely in a location governed or controlled by the Russian Federation, Russian companies, or Russian institutions.

Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming the Contractor understands and will meet the requirements of the above prohibition. During the performance of this Contract, if the Contractor changes the location(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

K. GOVERNING LAW. This Contract shall be governed by the laws of the State of Ohio, and the venue for any disputes will be exclusively with the appropriate court in Franklin County, Ohio.

L. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. It is fully understood and agreed that Contractor is an independent contractor and is not an agent, servant, or employee of the State. Contractor declares that it is engaged as an independent business and has complied with all applicable federal, state, and local laws regarding business permits and licenses of any kind, including, but not limited to, any insurance coverage, workers’ compensation, or unemployment compensation that is required in the normal course of business and will assume all responsibility for any federal, state, municipal or other tax liabilities. Additionally, Contractor understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the State to any public employee retirement system.

Contractor acknowledges and agrees that any individual providing personal services under this Contract is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business”), Contractor shall have any individual performing services under the Contract complete and submit to the Ordering Agency the Independent Contractor/Worker Acknowledgement form, available at https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf.

Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement form at the time Contractor executes this Contract shall serve as Contractor’s certification that Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code.

M. REGISTRATION WITH THE SECRETARY OF STATE. The contractor certifies that it is one of the following:

1. A company that is properly registered with the Ohio Secretary of State; or

2. A foreign corporation, not incorporated under the laws of the State of Ohio, but is registered with the Ohio Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised Code, as applicable; or

3. Exempt from the registration requirements of the Ohio Secretary of State.

https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf http://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

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N. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, ODOT is exempt from sales tax. Pursuant to Section

5741.02(C) of the Ohio Revised Code, the State is exempt from use tax.

O. TRADE. Pursuant to Section 9.76(B) of the Ohio Revised Code, Contractor warrants that Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the

Contract period.

The State of Ohio does not acquire goods or services that cannot be imported lawfully into the United States or transact business with any entity or individual subject to financial sanctions imposed by the United States.

The Contractor certifies that it, its subcontractors, and any agent of the Contractor or its subcontractors, will acquire any goods or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control. A list of those entities and individuals subject to sanctions can be found at https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists. These sanctions generally preclude most transactions involving Cuba, Iran, and Sudan, and most imports from Burma or North Korea.

P. USE OF MBE AND EDGE VENDORS. Section 125.081 of the Ohio Revised Code requires State agencies to set-aside purchases for Minority Business Enterprises (MBE). Therefore, the State encourages the Contractor to purchase goods and services from Ohio certified MBE and EDGE vendors.

Q. LEGAL REPRESENTATION AND RIGHTS. The Ohio Attorney General is the chief law officer for the State of

Ohio, its agencies, boards and commissions, and only the Ohio Attorney General has the authority to appoint outside legal counsel to represent ODOT. Contractor agrees that any provisions in this Contract or any documents incorporated by reference that provide or allow for outside legal representation to defend or settle claims on behalf of the State or provide for a third party to have sole control of a defense or settlement of a claim do not meet the requirements of state law and are considered stricken. Contractor also agrees that, unless specifically agreed to in writing by ODOT, any provisions that require or provide for a waiver of any legal rights, remedies, or litigation defenses (i.e., waiver of a jury trial) do not meet the requirements of state law and are considered stricken.

R. STATUTE OF LIMITATIONS. Statutes of limitations generally do not apply to actions brought by the State of Ohio and any such provisions in this Contract or in any documents incorporated by reference are considered stricken.

IV. CONTRACT CONSTRUCTION

A. TERM OF CONTRACT. The effective date of the Contract is the effective date stated in the Contract or the date the

Contract is fully executed, whichever is later. The Contract will remain in effect until the earliest of:

(1) the ending date stated in the Contract; (2) the Contract is fully performed by both parties; (3) the Contract is canceled or terminated; or (4) the Contract expires at the end of a biennium unless continued by ODOT.

Notwithstanding the foregoing, the expiration or early termination of this Contract will not limit the Contractor’s continuing obligations with respect to Deliverables that the State paid for or ordered before the expiration or termination, or limit ODOT’s rights in such, including any warranty services, licensed material, paid subscriptions, the support or maintenance thereof, or other services.

This Contract may be renewed upon satisfactory performance of activities hereunder, appropriation of funds by the Ohio General Assembly, and at the sole discretion of ODOT. ODOT will issue a notice to the Contractor if ODOT decides to renew this Contract. The Contractor shall not obligate resources in anticipation of a renewal until notice is provided.

B. CONTRACT AMENDMENTS / WAIVER.

1. AMENDMENTS. No change to any provision of this Contract will be effective unless it is in writing and signed by the parties to the Contract. However, ODOT may document non-material changes in writing and provide notice to the Contractor. Unless specifically provided otherwise in this Contract or agreed to in writing by ODOT, no terms or conditions included on a Contractor’s quote/bid response or ordering document will be valid or enforceable against ODOT and are specifically excluded from this Contract. Further, no “click-through,” “shrink-wrap,”

“browse-wrap,” or other terms that have not been specifically negotiated by the Contractor and ODOT, whether before, on, or after the date of this Contract, will be effective to add or modify the terms of this Contract, regardless of any party’s “acceptance” of those terms https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists

Rev. 05/27/2025 11 by electronic means. No ODOT employee has the authority to modify, amend, or supplement this Contract through electronic means.

2. WAIVER. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Contract will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

C. ASSIGNMENT / DELEGATION. The Contractor must not assign any of its rights nor delegate any of its duties under this Contract without written consent of ODOT. Any assignment or delegation not consented to may be deemed void by

ODOT.

D. BINDING EFFECT. Subject to the limitations on assignment provided elsewhere in this Contract, this Contract will be binding upon and inure to the benefit of the respective successors and assigns of ODOT and the Contractor.

E. LANGUAGE CONSTRUCTION. This Contract will be construed in accordance with the plain meaning of its language and neither for nor against the drafting party.

F. DAYS. When this Contract refers to days, it means calendar days, unless it expressly provides otherwise.

G. HEADINGS. The headings in this Contract are for convenience only and will not affect the interpretation of any of the

Contract terms and conditions.

H. INJUNCTIVE RELIEF. Nothing in this Contract is intended to limit the State’s right to injunctive relief if such is necessary to protect its interests or to keep it whole.

I. NOTICES. For any notice under this Contract to be effective, the notice must be made in writing and delivered to the appropriate contact provided in the Contract.

J. ORDER OF PRIORITY. If there is any inconsistency or conflict between these Standard Terms and Conditions and any provision incorporated by reference or included by the Contractor, these Standard Terms and Conditions will prevail.

K. PUBLICITY. The Contractor shall not do the following without prior, written consent from ODOT:

1. Advertise that the Contractor is doing business with ODOT;

2. Use this Contract as a marketing or sales tool; or

3. Affix any advertisement or endorsement, including any logo, graphic, text, sound, video, and company name, to any State-owned property, application, or website, including any website hosted by Contractor or a third party.

L. SEVERABILITY. If any provision of the Contract or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Contract will remain in full force and effect.

M. SUBCONTRACTING. ODOT recognizes that it may be necessary for the Contractor to use a subcontractor to perform a portion of the work under the Contract. In those circumstances, the Contractor shall submit a list identifying the Contractor’s subcontractors. The Contractor may not enter into subcontracts related to the Contract after award without written approval from ODOT. If any change occurs during the term of the Contract, that requires a change to identified subcontractors, the Contractor shall amend its list of subcontractors and request written approval from

ODOT. ODOT reserves the right to reject any subcontractor submitted by the Contractor.

All subcontracts will be at the sole expense of the Contractor and the Contractor will be solely responsible for payment of its subcontractors. The Contractor assumes responsibility for all sub- contracting and third-party manufacturer work performed or product delivered under the Contract. All agreements with subcontractors must incorporate this Contract by reference and include the following provisions: (1) the subcontractor agrees to be bound by all applicable terms and conditions of this Contract; and (2) the terms of this Contract prevail over any conflicting terms of the agreement with the subcontractor. The Contractor will be the sole point of contact with regard to all contractual matters.

N. SURVIVORSHIP. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, publicity, warranties and limitations on damages shall survive the termination of this Contract. In addition, to the extent necessary to carry out the purpose of this Contract, all other terms, conditions, representations or warranties contained in this Contract will survive the expiration or termination

Rev. 05/27/2025 12 of this Contract.

O. COUNTERPARTS. This Contract may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

V. ORDER AND PAYMENT PROVISIONS

A. CERTIFICATION OF FUNDS/PURCHASE ORDER REQUIREMENTS. None of the duties or obligations in this

Contract are binding on the State, and the Contractor will not begin performance on this Contract, until all of the following conditions are met:

1. All statutory provisions under the Ohio Revised Code have been met.

2. All necessary funds are made available by ODOT.

3. If required, the Controlling Board of Ohio has approved the purchase in accordance with Section 127.16 of the

Ohio Revised Code.

4. If applicable, an official State of Ohio Purchase Order (P.O.) has been issued by ODOT, which is certification that the above requirements have been met.

B. CONTRACT ORDERS. ODOT will order goods, products, or services under this Contract from the Contractor and the

Contractor may receive orders by telephone, electronically, in person, payment card (if applicable) or purchase order from authorized employees of ODOT. ODOT will not be responsible for orders placed by unauthorized employees.

The Contractor must ensure that any entity placing an order under this Contract has the authority to do so. If Contractor accepts an order from an entity that does not have the authority to make a purchase under this Contract, Contractor will be in breach of this Contract and the order will not be valid under this Contract.

If Contractor’s quote or ordering document contains or incorporates by reference any terms or conditions other than a description of the goods or scope of services and the prices for those goods and/or services, those terms or conditions are excluded from this Contract and are of no effect.

C. INVOICE REQUIREMENTS. The Contractor or dealer, authorized to submit invoices, must submit an invoice to the office designated in the purchase order. The Contractor will only be compensated for the Deliverables accepted by the

State. To be a proper invoice, the invoice must include the following:

1. The purchase order number authorizing the delivery of supplies or services;

2. State of Ohio Contract Number (if applicable);

3. Agency Name;

4. Agency Billing Address;

5. Delivery location of supplies or services;

6. Contractor Name;

7. Contractor Address;

8. Contractor’s Unique Invoice Number;

9. Date that services were provided or that supplies were delivered;

10. Itemization of goods, products, or services provided, including cost;

11. For leases, the invoice must also include the payment number (e.g., 1 of 36);

12. For Time and Materials Contracts, the invoice must reflect labor hours actually worked and, if applicable, supplies used; and

13. Clear statement of total payment expected.

D. DEFECTIVE INVOICES. In the event the Department is in receipt of defective or improper invoices, the Department shall postpone payment pursuant to Section 126.30 of the Ohio Revised Code. Invoices shall be returned to the Vendor noting areas for correction. If such notification of defect is sent, the required payment date shall be thirty (30) calendar days after receipt of the corrected invoice

E. PAYMENT DUE DATE AND PROCESS. Unless otherwise stated in this Contract and in accordance with Section

126.30 of the Ohio Revised Code, payments under this Contract will be due on the 30th calendar day after the date of actual receipt of a…