2627 Contract Template.docx

OHIO DEPARTMENT OF JOB AND FAMILY SERVICES

CONTRACT FOR SERVICES

CTR # and Program Office

RECITALS:

This Contract is entered into between the Ohio Department of Job and Family Services (ODJFS) on behalf of the Program Office and Vendor Name (CONTRACTOR).

A. ODJFS issued a Request for Proposals (RFP) through electronic competitive selection as authorized by House Bill (HB) 33, titled ______, numbered ______, and dated [DATE], which is hereby incorporated by reference.

B. The ODJFS proposal review team recommended for award the Proposal of CONTRACTOR, submitted by CONTRACTOR by [Date] which is hereby incorporated by reference.

C. In the event of any inconsistency or ambiguity between the provisions of the RFP, the Proposal, or this Contract, the provisions of this Contract will determine the obligations of the parties. In the event that this Contract fails to clarify any inconsistency or ambiguity between the RFP and the Proposal, the RFP will determine the obligations of the parties. In the event of a disputed issue that is not addressed in any of the above documents, the parties hereby agree to make every reasonable effort to resolve the dispute in keeping with the objectives of this Contract and the budgetary and statutory constraints of ODJFS.

D. Key personnel that are identified by the CONTRACTOR as critical to the success of the Contract may not be removed without a reasonable notice to ODJFS, and replacements will not be made without ODJFS approval.

ARTICLE I. PURPOSE; DELIVERABLES

A. CONTRACTOR will perform its responsibilities (Deliverables) under this Contract as follows: OR CONTRACTOR will perform its responsibilities (Deliverables) under this Contract in accordance with the RFP and the Proposal. The Deliverables are summarized as follows:

B. The ODJFS Agreement Manager is Name, or successor.

C. The ODJFS Agreement Manager may periodically communicate specific requests and instructions to CONTRACTOR concerning the performance of the Deliverables described in this Contract. CONTRACTOR agrees to comply with any requests or instructions to the satisfaction of ODJFS within 10 business days after CONTRACTOR’s receipt of the requests or instructions. ODJFS and CONTRACTOR expressly understand that any requests or instructions will be strictly to ensure the successful completion of the Deliverables described in this Contract and are not intended to amend or alter this Contract in any way. If CONTRACTOR believes that any requests or instructions would materially alter the terms and conditions of this Contract or the compensation stated hereunder, CONTRACTOR will immediately notify ODJFS pursuant to the notice provisions of this Contract. CONTRACTOR agrees to consult with the ODJFS Agreement Manager as necessary to ensure understanding of the Deliverables and the successful completion of those Deliverables.

D. All custom work done by the CONTRACTOR and covered by this Contract, including any software modifications, and documentation, will belong to ODJFS with all rights, title, and interest in all intellectual property that comes into existence through the CONTRACTOR’s work under this Contract being assigned to ODJFS. Additionally, the CONTRACTOR waives any shop rights, author rights, and similar retained interests in any such custom developed materials. The CONTRACTOR must provide ODJFS with all assistance reasonably needed to vest such rights of ownership in ODJFS. However, the CONTRACTOR will retain ownership of all tools, methods, techniques, standards, and other development procedures, as well as generic and preexisting shells, subroutines, and similar material incorporated in any custom Deliverable ("Pre-existing Materials").

The CONTRACTOR grants ODJFS a worldwide, non-exclusive, royalty-free, perpetual license to use, modify, and otherwise distribute all Pre-existing Materials that are incorporated in any custom-developed Deliverable, including distribution to third parties as required by funding mandates. The CONTRACTOR may not include in any custom Deliverable any intellectual property unless such has been created under this Contract or qualifies as Pre-existing Material. If the CONTRACTOR wants to incorporate any Pre-existing Materials in a custom Deliverable, the CONTRACTOR must disclose that desire to ODJFS and obtain written approval from ODJFS for doing so in advance. On the request of the CONTRACTOR, ODJFS will incorporate any proprietary notice that CONTRACTOR may reasonably want for any Pre-existing Materials included in a custom Deliverable in all copies ODJFS makes of that Deliverable. Subject to the limitations and obligations of ODJFS with respect to Pre-existing Materials, ODJFS may make all custom Deliverables available to the general public without any proprietary notices of any kind.

D. [UNIVERSITY RESEARCH] The Deliverables produced by CONTRACTOR under this Contract will be copyrighted in the name of CONTRACTOR. However, CONTRACTOR is required to obtain prior approval from ODJFS for release of any results, including preliminary and/or final results, related to funded projects or funded data under this Contract, and any documents, reports, data, photographs (including negatives), electronic reports and records, and other media under this Contract. CONTRACTOR hereby grants to ODJFS a perpetual, royalty free, non-exclusive, and irrevocable license to use, reproduce, publish, modify, and distribute any Deliverable either in whole or in part, and to produce derivative works. CONTRACTOR will assure that all products contain appropriate copyright attribution and ODJFS will treat Deliverable products as the intellectual property of CONTRACTOR for purposes of ORC 149.43. CONTRACTOR further reserves the right to use the Deliverables produced under this Contract for research and academic purposes, including the right to publish the work in scholarly journals or other academic publications.

ARTICLE II. EFFECTIVE DATE OF THE CONTRACT

A. This Contract is in effect upon signature of the Director of ODJFS [or July 1, 2025 if this is to start at the beginning of the biennium], through June 30, 2027, unless this Contract is suspended or terminated prior to the expiration date. Work under this Contract shall not begin until issuance of an approved State of Ohio purchase order. This Contract may be renewed through __________, upon satisfactory completion of activities hereunder, appropriation of funds by the Ohio General Assembly, and at the sole discretion of ODJFS. ODJFS will issue a notice to CONTRACTOR if ODJFS decides to renew this Contract. CONTRACTOR will not obligate resources in anticipation of a renewal until notice is provided. The State may solely renew this Contract at its discretion for a period of one month after all renewals have been exhausted. Any further renewals will be by mutual agreement between the Contractor and the State.

B. None of the duties or obligations in this Contract are binding on ODJFS, 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.

1. All necessary funds are made available by the appropriate funding source.

1. 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 which is certification that the above requirements have been met.

ARTICLE III. COMPENSATION

A. The total amount payable under this Contract is $TOTAL. ODJFS will pay an amount up to SFY1 AMT for State Fiscal Year (SFY) 2026, and up to SFY2 AMT for SFY 2027, expressly for the completion of the Deliverables. CONTRACTOR understands that the terms of this Contract do not provide for compensation in excess of the total amount listed in this section. CONTRACTOR hereby waives the interest provisions of ORC 126.30.

B. It is further agreed that reimbursement of travel expenditures shall not exceed ($SFY1 Travel) for SFY 2026 and ($SFY2) for SFY 2027, which amount(s) is/are included in the total compensation figures above. Expense reimbursement authorized by this section is limited to actual and necessary expenses subject to the limits as established pursuant to ORC 126.31, which are set forth in OAC 126-1-02, as well as any other laws, regulations, or Governor's Executive Orders limiting travel expenses. CONTRACTOR expressly agrees not to submit claims for expenses which do not meet the requirements of this Section and further agrees to submit all claims to the ODJFS Agreement Manager for approval prior to submitting a claim for reimbursement. ODJFS shall not pay for any travel expenses not previously authorized.

C. With the exception of travel expenses, line-item expenses listed in the budget may be reallocated upon the written approval of the ODJFS Agreement Manager as long as the total amounts per SFY and the total overall Contract amount remains unchanged. Any changes to the travel costs will require a written amendment to this Contract.

D. Compensation will be paid upon completion and acceptance of the Deliverables pursuant to CONTRACTOR’s accepted budget [or cost proposal] as incorporated below [or as attached].

E. CONTRACTOR will submit a detailed invoice(s) on a one-time, monthly, quarterly, annual basis to the ODJFS Agreement Manager, Office, Office Address OR Bureau of Accounts Payable at 30 East Broad Street, 37th Floor, Columbus, Ohio 43215. CONTRACTOR agrees to use an invoice instrument to be prescribed by ODJFS and, to be considered a proper invoice, will include in each invoice:

1. CONTRACTOR’s name, complete address, and federal tax identification number;

2. Contract number and dates;

3. Purchase order number;

4. Amount and purpose of the invoice, including such detail as required per the Compensation section of this Contract; Deliverables completed, description of services rendered, hourly rates and number of hours (if applicable), amount of monthly fee (if applicable), and itemized travel and other expenses if permitted by this Contract; and

5. Other documentation requested by the ODJFS Agreement Manager.

F. 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 proper invoice in the office designated to receive the invoice. The date payment is issued by ODJFS will be considered the date payment is made. Payment of an invoice by ODJFS will not prejudice ODJFS’ right to object to or question that or any other invoice or matter in relation thereto. ODJFS’ preferred method of payment is by electronic funds transfer. However, ODJFS may also make payment by State of Ohio payment card or by warrant issued by the Auditor of State. At the time of Contract award, CONTRACTOR must be able to accept all forms of payment from ODJFS.

G. ODJFS will not pay reimbursable expenses unless specifically identified in the Contract. The CONTRACTOR will assume all expenses that it incurs in the performance of this Contract that are not identified as reimbursable.

H. CONTRACTOR expressly understands that ODJFS will not compensate CONTRACTOR for any work performed prior to CONTRACTOR’s receipt of notice from the ODJFS Agreement Manager that the provisions of ORC 126.07 have been met as set forth in ARTICLE II, nor for work performed after the ending date of this Contract.

I. CONTRACTOR expressly understands that ODJFS does not have the ability to compensate CONTRACTOR for invoices submitted after the state of Ohio purchase order has been closed. State of Ohio purchase orders are issued per SFY. CONTRACTOR must submit final invoices for payment for each SFY no later than 90 calendar days after the end date of each SFY, or if earlier, the end date of this Contract. Failure to do so will be deemed a forfeiture of the remaining compensation due hereunder.

J. CONTRACTOR understands that availability of funds is contingent on appropriations made by the Ohio General Assembly or by funding sources external to the State of Ohio, such as federal funding. If the Ohio General Assembly or the external funding source fails at any time to continue funding ODJFS for the payments due under this Contract, this Contract will be terminated as of the date funding expires without further obligation of ODJFS or the State of Ohio.

K. CONTRACTOR and ODJFS understand that if the terms of this Contract, when combined with any other payments made to or open encumbrances with CONTRACTOR during the same SFY, establish compensation in excess of $50,000.00 aggregate, may require prior approval from the State Controlling Board in accordance with ORC 127.16.

ARTICLE IV. SUSPENSION AND TERMINATION, BREACH AND DEFAULT

A. ODJFS will issue a notice in the event of suspension or termination. Any notice of suspension or termination, in full or in part, will be effective as specified in the notice. The CONTRACTOR must immediately cease all work, refuse any additional orders, and take all steps necessary to minimize the costs the CONTRACTOR will incur related to this Contract as directed by the notice. Suspension or termination of this Contract will not limit the CONTRACTOR’s continuing obligations with respect to Deliverables that ODJFS paid for or ordered before the date of such suspension or termination or limit ODJFS’ rights in such.

At ODJFS’ request, the CONTRACTOR must immediately prepare a final report and deliver such report to ODJFS. The report must detail the work completed and/or the orders received and not processed prior to the time of notice. If applicable, the report must include the percentage of the Project’s completion, estimated time for delivery of all orders received but not processed, any costs incurred by the CONTRACTOR in doing the Project to date, and any Deliverables completed or partially completed but not delivered to ODJFS at the time of notice. Based on ODJFS’ approval of the final report and as directed, the CONTRACTOR must deliver work, whether completed or not, to ODJFS. Any delivered work will be subject to approval by ODJFS. The CONTRACTOR may be entitled to payment for any Deliverables that have been delivered and accepted at a pro-rated amount based on the compensation structure of this Contract.

1. Contract Suspension.

a. Suspension for Cause. If the CONTRACTOR fails to perform any one of the CONTRACTOR’s obligations under this Contract, the CONTRACTOR will be in default and ODJFS may suspend rather than terminate this Contract. In the case of suspension for default, ODJFS will be entitled to all remedies available under this Contract.

b. Suspension for Convenience. In the case of a suspension for ODJFS’ convenience, the amount of compensation due to the CONTRACTOR for work performed before the suspension will be determined in the same manner as provided in Section I.2.a. for termination for ODJFS’ convenience or the CONTRACTOR may be entitled to compensation for work performed before the suspension.

The notice of suspension whether, with or without cause, will be effective immediately, on the CONTRACTOR’s receipt of the notice.

ODJFS may not suspend the Work for its convenience more than twice during the term of this Contract, and any suspension for ODJFS’ convenience may not continue for more than 30 calendar days. If the CONTRACTOR does not receive notice to resume or terminate the Work within the 30-day suspension, then this Contract will terminate automatically for ODJFS’ convenience at the end of the 30-calendar day period.

2. Contract Termination.

1. Termination for Convenience. ODJFS may terminate this Contract, for its convenience after issuing written notice to the CONTRACTOR. The CONTRACTOR will be entitled to the pro-rated price for any Deliverable or portion of a Deliverable that the CONTRACTOR has delivered and ODJFS has accepted before the termination. Total payments will not exceed the amount payable to the CONTRACTOR as if the Contract had been fully performed, and ODJFS will not be entitled to any refund of fees already paid by ODJFS before the date of termination. This will be the CONTRACTOR’s exclusive remedy in the case of termination for convenience and is available to the CONTRACTOR only after the CONTRACTOR has submitted a proper invoice.

1. Termination for Cause. If the CONTRACTOR fails to perform any of its obligations under this Contract under this Contract, the CONTRACTOR will be in default, and ODJFS may terminate this Contract this Section. If this Contract under this Contract is terminated for cause, ODJFS will be entitled to a pro rata refund of any prepaid fees subject to the termination. Termination for cause includes but is not limited to:

1. Termination for Persistent Default. ODJFS may terminate for defaults that are cured but are persistent. “Persistent” means three or more defaults. After providing notification to the CONTRACTOR of its third default, ODJFS may terminate without providing the CONTRACTOR with an opportunity to cure. The three defaults are not required to be related to each other in any way.

2. Termination for Endangered Performance. ODJFS may terminate if it determines that the performance is endangered through no fault of its own.

3. Termination for Financial Instability. ODJFS may terminate if the CONTRACTOR fails to timely pay its subcontractors, files a petition in bankruptcy or similar action, or ODJFS finds other evidence of the CONTRACTOR’s financial instability.

4. Termination for Delinquency, Violation of Law. ODJFS may terminate if it determines that the CONTRACTOR is delinquent in its payment of federal, state or local obligations, including but not limited to taxes, workers’ compensation insurance premiums, unemployment compensation contributions, child support, court costs or any other obligation owed to a State Agency or political subdivision. ODJFS also may terminate if it determines that the CONTRACTOR has violated any law during the performance of this Contract.

5. Termination for Subcontractor Default. ODJFS may terminate for default caused by the CONTRACTOR’s subcontractors. Any claims of its subcontractors due to suspension or termination will be the sole responsibility of the CONTRACTOR.

6. Termination for Failure to Retain Certification, License, and Permits. ODJFS may immediately terminate if CONTRACTOR fails to obtain and maintain all official permits, approvals, licenses, certifications (Including CRP, MBE, EDGE and Veteran Friendly Business Enterprise certifications), and similar authorizations required by this Contract or by any local, state, or federal law throughout the duration of this Contract.

c. Contract Remedies.

1. Actual Damages. The CONTRACTOR is liable to ODJFS for all actual and direct damages caused by the CONTRACTOR’s default. ODJFS may self-perform or buy substitute Deliverables from a third party for those that were to be provided by the CONTRACTOR. ODJFS may recover the costs associated with acquiring substitute Deliverables, less any expenses or costs avoided by the CONTRACTOR’s default.

2. Right to Withhold or Offset. ODJFS may withhold payment or set off the amount of any liquidated damages, other damages or claims for damages, or any other obligation of the CONTRACTOR or its subsidiaries to ODJFS, including any amounts the CONTRACTOR owes to ODJFS under this Contract, against any payments due to the CONTRACTOR under this Contract.

ARTICLE V. NOTICES

A. ODJFS and CONTRACTOR agree that communication regarding Deliverables, scope of work, invoice or billing questions, or other routine instructions will be between CONTRACTOR and the identified ODJFS Agreement Manager.

B. Notices to ODJFS from CONTRACTOR that concern changes to CONTRACTOR’s principal place of operation, billing address, legal name, federal tax identification number, mergers or acquisitions, corporate form, excusable delay, termination, bankruptcy, assignment, any notice pursuant to ARTICLE VIII, and/or any other formal notice regarding this Contract will be sent to the ODJFS Deputy Director of Contracts and Acquisitions at 30 East Broad Street, 31st Floor, Columbus, Ohio 43215.

C. Notices to CONTRACTOR from ODJFS concerning termination, suspension, option to renew, breach, default, or other formal notices regarding this Contract will be sent to CONTRACTOR’s representative at the address appearing on the signature page of this Contract.

D. All notices will be in writing and will be deemed given when received. All notices must be sent using a delivery method that documents actual delivery to the appropriate address herein indicated (e.g., registered or certified mail, postage prepaid).

ARTICLE VI. RECORDS, DOCUMENTS AND INFORMATION

CONTRACTOR agrees that all records, documents, writings, and other information, created or used pursuant to this Contract will be treated according to the following terms, and that the terms will be included in any subcontract agreements executed for the performance of the Deliverables under this Contract:

A. CONTRACTOR agrees that any media produced pursuant to this Contract or acquired with Contract funds will become the property of ODJFS. This includes all documents, reports, data, photographs (including negatives), and electronic reports and records. ODJFS will maintain the unrestricted right to reproduce, distribute, modify, maintain, and use the media in any way ODJFS deems appropriate. CONTRACTOR further agrees not to seek or obtain copyright, patent or other proprietary protection for any materials or items produced under this Contract. CONTRACTOR understands that all materials and items produced under this Contract will be made freely available to the public unless ODJFS determines that certain materials are confidential under federal or state law.

A. [UNIVERSITY] ODJFS agrees that any media (including documents, reports, data, photographs, negatives, electronic reports and records) produced pursuant to this Contract or acquired with Contract funds will become the property of CONTRACTOR; however, CONTRACTOR hereby grants to ODJFS a perpetual, royalty free, non-exclusive, and irrevocable license to use, reproduce, publish, modify, and distribute any such media. CONTRACTOR will assure that all products contain appropriate copyright attribution and ODJFS will treat Deliverable products that contain appropriate copyright attribution as the intellectual property of CONTRACTOR for purposes of ORC 149.43.

B. All ODJFS information that is classified as public or private under Ohio law will be treated as such by CONTRACTOR. Should the nature of any information be in question, ODJFS will determine whether the information is public or private. CONTRACTOR will restrict the use of any information, systems, or records ODJFS provides to the specific Deliverables of this Contract. CONTRACTOR and its employees agree to be bound by the same standards and rules of confidentiality that apply to employees of ODJFS and the State of Ohio. The CONTRACTOR acknowledges, in accordance with Section 149.43 of the Ohio Revised Code, that this Contract, as well as any information, Deliverables, records, reports, and financial records related to this Contract are presumptively deemed public records. The CONTRACTOR must comply with any direction from ODJFS to preserve and/or provide documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information. CONTRACTOR agrees that the terms of this section will be included in any subcontract executed by CONTRACTOR for work under this Contract.

[DRAFTER – Only use following language for IT Contracts over $50,000; consult attorney if in question.

The parties may disclose or learn of information, documents, data, records, or other material that the disclosing party considers confidential (“Confidential Information”) in the performance of this Contract. The receiving party must treat the Confidential Information as such if it is so marked, otherwise defined as such, or when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interests of either party, the public, other contractors or potential contractors with ODJFS, or individuals or organizations about whom ODJFS keeps information. Title to the Confidential Information and all related materials and documentation remains with the disclosing party. The receiving party may only use the Confidential Information solely to perform its obligations under this Contract and may not use or disclose any Confidential Information received as a result of this Contract without the written permission of the disclosing party. The CONTRACTOR must assume that all State information, documents, data, source codes, software, models, know-how, trade secrets, or other material when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interest of the public, other contractors, potential contractors with ODJFS, or individuals or organizations about whom ODJFS keeps information is confidential. In addition, the receiving party may not use or disclose any documents or records excluded by Ohio law from public records disclosure requirements.

Furthermore, the receiving party may be required to have all of its personnel and subcontractors who have access to any Confidential Information to execute a confidentiality agreement incorporating the obligations in this section.

The receiving party will be liable for the disclosure of any Confidential Information not specifically authorized by this Contract. The parties agree that the disclosure of Confidential Information may cause the disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and the receiving party agrees that in the event of a breach of the receiving party’s obligations hereunder, the disclosing party shall be entitled to temporary and permanent injunctive relief to enforce this Contract without the necessity of proving actual damages. This provision shall not, however, diminish or alter any right to claim and recover damages.]

C. The Contractor must execute Data Sharing Agreements, as required, D. CONTRACTOR information that is proprietary and has been specifically identified by CONTRACTOR as proprietary will be held as confidential by ODJFS. Proprietary information is information that would put CONTRACTOR at a competitive disadvantage in CONTRACTOR’s marketplace and trade if it were made public. ODJFS reserves the right to require reasonable evidence of CONTRACTOR’s assertion of the proprietary nature of any information. The provisions of this ARTICLE are not self-executing. CONTRACTOR must demonstrate that any information claimed as proprietary meets the definition of “trade secret” found at ORC 1333.61. CONTRACTOR will defend such a claim.

E. For Audit Purposes Only: All records relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Contract will be retained by CONTRACTOR and will be made available for audit by state and federal government entities that include but are not limited to, ODJFS, the Ohio Auditor of State, the Ohio Inspector General and all duly authorized law enforcement officials. The records and materials will be retained and made available for a minimum of three years after CONTRACTOR receives the last payment pursuant to this Contract. If an audit, litigation or similar action is initiated during this time period, CONTRACTOR will retain the records until the action is concluded and all issues are resolved, or until the end of the three-year period if the action is resolved prior to the end of the three-year period. If applicable, CONTRACTOR must meet the requirements of the federal Office of Management and Budget (OMB) Omni-Circular, Title 2 of the Code of Federal Regulations (CFR) Part 200. CONTRACTOR acknowledges, in accordance with ORC 149.43, that financial records related to the performance of services under this Contract are presumptively deemed public records.

F. The CONTRACTOR must keep all financial records related to this Contract in a manner consistent with Generally Accepted Accounting Principles (GAAP) or equivalent accounting principles. Additionally, the CONTRACTOR must keep separate business records for this Contract, including records of disbursements and obligations incurred that must be supported by contracts, invoices, vouchers and other data as appropriate.

G. All records relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Contract will be retained by CONTRACTOR in accordance to the appropriate records retention schedule. The appropriate records retention schedule for this Contract is INSERT RECORDS SCHEDULE [Must be minimum of three years, 2 CFR 200.333]. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, CONTRACTOR agrees to pay all costs, damages and expenses associated with any cause, action or litigation arising from such destruction.

H. CONTRACTOR agrees to retain all records in accordance with any litigation holds that are provided to them by ODJFS, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require CONTRACTOR to keep the records longer than the approved records retention schedule. CONTRACTOR will be notified by ODJFS when the litigation hold ends and retention can resume based on the approved records retention schedule. If CONTRACTOR fails to retain the pertinent records after receiving a litigation hold from ODJFS, CONTRACTOR agrees to pay all costs, damages and expenses associated with any cause, action or litigation arising from such destruction.

I. If applicable, CONTRACTOR hereby agrees to current and ongoing compliance with Title 42, Sections 1320d through 1320d-8 of the United States Code (42 USC 1320d-1320d-8) and the implementing regulations found at 45 CFR 164.502(e) and 164.504(e) regarding disclosure of Protected Health Information under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). If applicable, CONTRACTOR further agrees to include the terms of this section in any subcontracts that may be executed pursuant to this Contract.

ARTICLE VII. AMENDMENT AND ASSIGNMENT

A. No change to any provision of this Contract will be effective unless it is in writing and signed by the parties to the Contract. Unless specifically provided otherwise in this Contract or agreed to in writing by ODJFS, no terms or conditions included on a CONTRACTOR’s quote or ordering document will be valid or enforceable against ODJFS 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 ODJFS, 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 by electronic means. No State employee has the authority to modify, amend, or supplement this Contract through electronic means. However, ODJFS and CONTRACTOR agree that any amendments to any laws or regulations cited herein will result in the correlative modification of this Contract without the necessity for executing written amendments. It is agreed that line-item budget modifications may be made, in writing, upon approval by the ODJFS Agreement Manager without a written amendment pursuant to ARTICLE III. Any written amendment to this Contract will be prospective in nature.

B. CONTRACTOR agrees not to assign any interest in this Contract nor transfer any interest in the Contract without the prior written approval of ODJFS. CONTRACTOR will submit any requests for approval of assignments and transfers to the ODJFS Agreement Manager at least 10 business days prior to the desired effective date. CONTRACTOR understands that any assignments and transfers will be subject to any conditions ODJFS deems necessary and that no approval by ODJFS will be deemed to provide for any ODJFS obligation that exceeds the Contract amount specified in ARTICLE III of this Contract.

ARTICLE VIII. CONTRACTOR CERTIFICATION OF COMPLIANCE WITH SPECIAL CONDITIONS

By executing this Contract, CONTRACTOR hereby affirms current and continued compliance with each condition listed in this ARTICLE. CONTRACTOR's certification of compliance with each of these conditions is considered a material representation of fact upon which ODJFS relied in entering into this Contract:

A. If at any time, CONTRACTOR is not in compliance with the conditions affirmed in this Section, ODJFS will consider this Contract void ab initio and will deliver written notice to CONTRACTOR. Any funds ODJFS paid CONTRACTOR for work performed before CONTRACTOR received notice that the Contract is void ab initio will be immediately repaid or ODJFS may commence an action for recovery against CONTRACTOR.

1. Debarment Requirements. CONTRACTOR affirms that neither CONTRACTOR nor any of its principals or subcontractors, is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in transactions by any federal or state agency. CONTRACTOR also affirms that within three years preceding this Contract neither CONTRACTOR nor any of its principals:

1. Have been convicted of, or had a civil judgment rendered against them for commission of fraud or other criminal offense in connection with obtaining, attempting to obtain, or performing a federal, state, or local public transaction or contract under a public transaction; for violation of federal or state antitrust statutes; for commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements; or for receiving stolen property; or

1. Are presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or local) for the commission of any of the offenses listed in this paragraph and have not had any federal, state, or local, public transactions terminated for cause or default.

2. Qualifications to Conduct Business. CONTRACTOR affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and all are current. If at any time during the Contract period CONTRACTOR, for any reason, becomes disqualified from conducting business in the State of Ohio, CONTRACTOR will immediately notify ODJFS in writing and will immediately cease performance of all Deliverables.

3. Unfair Labor Practices. CONTRACTOR affirms that neither CONTRACTOR nor its principals are on the most recent list established by the Ohio Secretary of State, pursuant to ORC 121.23, which would identify CONTRACTOR as having more than one unfair labor practice contempt of court finding.

4. Registration with the Secretary of State. CONTRACTOR certifies that it is one of the following:

5. Contractor’s Warranty Against an Unresolved Finding for Recovery. 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.

B. If at any time CONTRACTOR is not in compliance with the conditions affirmed in this Section, ODJFS may immediately suspend or terminate this Contract and will deliver written notice to CONTRACTOR. CONTRACTOR will be entitled to compensation, upon submission of a proper invoice per ARTICLE III, only for work performed during the time CONTRACTOR was in compliance with the provisions of this Section. Any funds paid by ODJFS for work performed during a period when CONTRACTOR was not in compliance with this Section will be immediately repaid or ODJFS may commence an action for recovery against CONTRACTOR.

1. Americans with Disabilities. CONTRACTOR, its officers, employees, members, and subcontractors hereby affirm current and ongoing compliance with all statutes and regulations pertaining to The Americans with Disabilities Act of 1990 and Section 504 of the Rehabilitation Act of 1973.

2. Fair Labor Standards and Employment Practices.

a. CONTRACTOR certifies that it is in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and employment practices, including ORC 125.111 and all related Executive Orders. Before a contract can be awarded or renewed, ODJFS must verify that CONTRACTOR has an Affirmative Action Plan.

b. In carrying out this Agreement, CONTRACTOR shall comply with Executive Order 11246, entitled Equal Employment Opportunity, as amended by Executive Order 11375, and as supplemented in Department of Labor regulation 45 CFR part 60.

c. CONTRACTOR agrees to post notices affirming compliance with all applicable federal and state non-discrimination laws in conspicuous places accessible to all employees and applicants for employment.

d. If applicable, CONTRACTOR agrees to comply with the provisions of Equal Employment Opportunity Clause (41 CFR Part 60), the Davis-Bacon Act (40 USC 3141-3148), the Copeland Act (40 USC 3145), and the Contract Work Hours and Safety Standards Act (40 USC Chapter 37), regarding labor standards for federally assisted construction contracts. If applicable, CONTRACTOR agrees to comply with ORC Chapter 4115 and corresponding Ohio Administrative Code rules.

e. CONTRACTOR will incorporate the foregoing requirements of this Paragraph 2 in all of its subgrants or subcontracts for any of the work prescribed herein.

3. Ethics and Conflicts of Interest Laws.

a. CONTRACTOR certifies that by executing this Contract, it has reviewed, knows and understands the State of Ohio’s ethics and conflict of interest laws. CONTRACTOR further agrees that it will not engage in any action(s) inconsistent with Ohio ethics laws or any Executive Orders.

b. CONTRACTOR certifies, by executing this Contract, that no party who holds a position listed or described in ORC 3517.13 (I) or (J), has made, while in his/her current position, one or more personal monetary contributions in excess of $1,000.00 to the current Governor or to the Governor’s campaign committee when he was a candidate for office, within the previous two calendar years.

c. CONTRACTOR agrees to refrain from promising or giving to any ODJFS employee anything of value that could be construed as having a substantial and improper influence upon the employee with respect to the employee’s duties. CONTRACTOR further agrees that it will not solicit any ODJFS employee to violate ORC 102.03, 2921.42, or 2921.43.

d. CONTRACTOR agrees that CONTRACTOR, its officers, employees, and members have not nor will they acquire any interest, whether personal, business, direct or indirect, that is incompatible, in conflict with, or would compromise the discharge and fulfillment of CONTRACTOR’s functions and responsibilities under this Contract. If CONTRACTOR, its officers, employees, or members acquire any incompatible, conflicting, or compromising interest, CONTRACTOR agrees it will immediately disclose the interest in writing to the ODJFS Chief Legal Counsel at 30 East Broad Street, 31st Floor, Columbus, Ohio 43215. CONTRACTOR further agrees that the person with the conflicting interest will not participate in any Deliverables until ODJFS determines that participation would not be contrary to public interest.

4. Lobbying Restrictions.

a. CONTRACTOR affirms that no federal funds paid to CONTRACTOR by ODJFS through this Contract or any other agreement have been or will be used to lobby Congress or any federal agency in connection with a particular contract, grant, cooperative agreement or loan. CONTRACTOR further affirms compliance with all federal lobbying restrictions, including 31 USC 1352. If this Contract exceeds $100,000.00, CONTRACTOR affirms that it has executed and filed the Disclosure of Lobbying Activities standard form LLL, if required by federal regulations, and is in compliance with 31 USC 1352 the Byrd anti-lobbying amendment.

b. CONTRACTOR certifies compliance with the Ohio executive agency lobbying restrictions contained in ORC 121.60 to 121.69.

5. Child Support Enforcement. CONTRACTOR agrees to cooperate with ODJFS and any child support enforcement agency in ensuring that CONTRACTOR and its employees meet child support obligations established by state and federal law including present and future compliance with any court or valid administrative order for the withholding of support issued pursuant to the applicable sections of ORC Chapters 3119, 3121, 3123, and 3125.

6. Pro-Child Act. If any Deliverables call for services to minors, CONTRACTOR agrees to comply with the Pro-Children Act of 1994; Public Law 103-277, Part C – Environment Tobacco Smoke that requires smoking to be banned in any portion of any indoor facility owned, leased, or contracted by an entity that will routinely or regularly use the facility for the provision of health care services, day care, library services, or education to children under the age of 18.

7. Drug-Free Workplace. CONTRACTOR, its officers, employees, members, any subcontractors and/or any independent contractors (including all field staff) associated with this Contract agree to comply with all applicable state and federal laws, including, but not limited to, 41 USC Chapter 10 and 2 CFR 182, regarding a drug-free workplace. CONTRACTOR will make a good faith effort to ensure that none of CONTRACTOR's officers, employees, members, or subgrantees will purchase, transfer, use, or possess illegal drugs or alcohol or abuse prescription drugs in any way while working or while on public property.

8. Antitrust. ODJFS 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 the State 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.

9. Work Programs. CONTRACTOR agrees not to discriminate against individuals who have or are participating in any work program administered by any county department of Job and Family Services under ORC Chapter 5101 or 5107.

10. MBE/EDGE. Section 125.081 of the Ohio Revised Code requires State agencies to set-aside purchases for Minority Business Enterprises (MBE) and Executive Order 2008-13S encourages use of Encouraging Diversity, Growth and Equity (EDGE) businesses. Therefore, the State encourages the CONTRACTOR to purchase goods and services from Ohio certified MBE and EDGE vendors.

11. Expenditure of Public Funds for Offshore Services—Executive Order Requirements.

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. 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.

[PUBLIC UNIVERSITY] CONTRACTOR, a public university, certifies that by executing this Contract, it has reviewed and understands ODJFS’ obligation under Governor’s Executive Orders 2019-12D and 2022-02D, and will perform no services required under this Contract outside of the United States.

12. [REMOVE IF STATE FUNDS ONLY] [PRIVATE ENTITY] Combating Trafficking in Persons.

a. CONTRACTOR agrees that it is in compliance with the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 USC 7104), see 2 CFR Part 175 and the Federal Acquisition Regulation (FAR) for Combating Trafficking in Persons, 48 CFR Subpart 22.17. The provisions found in 48 CFR Subpart 52.222-50 are hereby incorporated into this Contract by reference.

b. CONTRACTOR, its employees, its subcontractors, or subcontractor’s employees are prohibited from: engaging in severe forms of trafficking in persons during the period of performance of the Contract; procuring commercial sex acts during the period of performance of the Contract; or using forced labor in the performance of the Contract.

c. CONTRACTOR agrees that it shall notify its employees and require all of its subcontractors to notify their employees, of the prohibited activities described in the preceding paragraph.

d. ODJFS has the right to immediately and unilaterally terminate this Contract if any provision in this Section is violated and ODJFS may implement section 106(g) of the TVPA, see 2 CFR 175.10.

12. [REMOVE IF STATE FUNDS ONLY] [PUBLIC UNIVERSITY/PUBLIC ENTITY] Combating Trafficking in Persons. Pursuant to 22 USC 7104(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 USC 7104), see 2 CFR Part 175, this Contract may be terminated without penalty if CONTRACTOR or any subcontractor paid with Contract funds:

a. Engages in severe forms of trafficking in persons or has procured a commercial sex act during the period of time this Contract or any subcontracts or subagreements are in effect; or

b. Uses forced labor in the performance of activities under this Contract or under any subcontracts or subagreements.

c. CONTRACTOR agrees that it shall notify, and require all of its subcontractors to notify, its employees of the prohibited activities described in the preceding paragraph.

d. ODJFS has the right to immediately and unilaterally terminate this Contract if any provision in this Section is violated and ODJFS may implement section 106(g) of the TVPA, see 2 CFR 175.10.

13. Civil Rights Assurance. The CONTRACTOR hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and the Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.).

14. [REMOVE IF STATE FUNDS ONLY] Clean Air Act and Federal Water Pollution Control Act. CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Regional Office of the United States Environmental Protection Agency (USEPA) and ODJFS.

15. [REMOVE IF STATE FUNDS ONLY] Procuring Recovered Materials. CONTRACTOR agrees to comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the USEPA at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000.00 or the value of the quantity acquired during the preceding federal fiscal year exceeded $10,000.00; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the USEPA guidelines.

16. [REMOVE IF STATE FUNDS ONLY] Rights to Inventions. If applicable, if any products or services under this Contract meet the definition of “funding agreement” under 37 CFR 401.2(a), and CONTRACTOR enters into a subcontract or subgrant with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that funding agreement, the CONTRACTOR must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any applicable federal and state regulations.

ARTICLE IX. MISCELLANEOUS PROVISIONS

A. 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.