REQUIREMENTS/SPECIFICATIONS

Section 1: Intent

Purchase two (2) new electric Despatch LBB 2-18 ovens for asphalt testing and (1) extra shelf and installation hardware per oven equaling a total of (2) extra shelves .

Section 2: Contract Type

This is a one-time purchase for the Ohio Department of Transportation

Section 3: Award Type

Award will be recommended to the lowest, responsive bidder.

Section 4: Free-On Board (F.O.B. Destination)

Ohio Department of Transportation, Office of Materials Management, 1600 West Broad Street, Columbus, Ohio 43223, Attn: Steve McAvoy

Section 5: Delivery

All deliveries made to a Department of Transportation facility must be made between the hours of 8:00 a.m. and 3:00 p.m., Monday through Friday, unless special permission is granted by the Department to temporarily waive or adjust this requirement.

Delivery for oven and shelves are to be scheduled as soon as possible at the new Office of Materials Management (OMM) test lab (1600 West Broad Street, Columbus, OH 43223). Final delivery date to be coordinated with OMM. Delivery includes removal of equipment from delivery trucks and into our dedicated indoor loading dock.

Section 6: Purchase Orders

The awarded vendor must be able to provide the awarded vehicles through this contract and accept purchase orders throughout the entire duration of any resulting contract.

Section 7: Product Specifications

Purchase of two (2) new Despatch LBB model 2-18 Forced Convection Ovens, must be 240V, 16.7 Amps, 3.6kW and Maximum temperature of 399 degrees F. Each oven needs to come with 2 shellves and the shelves must be able to hold up to 200 lbs. The oven needs a minimum capacity of 18 cubic feet and the exterior can be no bigger than 32 inches in depth and 43 inches in width.

We will need two (2) ovens, a total of six (6) shelves (3 for each oven) with a maximum capacity of 200 lbs.

This bid will be for the ovens, shelves, and shipping costs. The bid must clearly list all applicable parts, model/part numbers, and all applicable specifications for each item that the bidding company plans to provide.

Bidder must be the manufacturer or an approved supplier of the manufacturer with a letter attached to bid stating this.

Section 8: Submitting Bids in Ohio Buys

Vendors must submit their Bid Responses electronically in OhioBuys before the published deadline date & time, Columbus, Ohio local time on the Proposal due date. Vendors will not be able to submit Bid Responses, or unsolicited Proposal amendments after the deadline.

Vendors must allow adequate time for uploading a Bid Response prior to the due date and time.

ODOT recommends that vendors submit Bid Responses as early as possible. If a second round is issued for any reason, vendors must resubmit their bid if they had already submitted in a previous round, as the previously submitted Bid Responses do NOT carry over to the new round.

The Signature process takes place after the award now. The email will come from documents@esign.ohio.gov and will go to the signatory that was identified in the bid submission.

The subject line will be the bid # Signature Request, (example: 101G-25 Signature Request).

No contract can be issued to your company until we receive your signature to complete the process. And you must have an OAKS Payor ID before a contract can be issued. To obtain that, you will need to go into https://ohiopays.ohio.gov.

Section 9: Registration with the Secretary of State. The contractor certifies that it is one of the following:

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

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

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

Section 10: Compliance with E-Verify Workforce Integrity Act

Contractor and any Subcontractor must, at all times during performance of the Contract, comply with the provisions of the State of Ohio’s E-Verify Workforce Integrity Act (Ohio Revised Code

4151.01 to 4151.03) and must verify the identity and legal working status of each employee hired to perform work on the Project through the e-verify program.

mailto:documents@esign.ohio.gov https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fohiopays.ohio.gov%2F&data=05%7C02%7CEric.Biehl%40dot.ohio.gov%7C3f528c3024a34f05622108ded6e411db%7C50f8fcc494d84f0784eb36ed57c7c8a2%7C0%7C0%7C639184472211900332%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=8%2BYlLF1%2BTGNiJDYTn9QV%2FjwHxTWP5YgmZJUZwaZfrpk%3D&reserved=0

CERTIFICATION STATEMENTS

Bidders claiming preference for Domestic Source End Products, the Ohio preference, and/or the Veteran Friendly Business Enterprise

(VBE) must complete the following information. Any bidder who intentionally submits false or misleading information in an attempt to receive a bid preference will be immediately disqualified and may be subject to legal action up to and including debarment. The state reserves the right to clarify any information during the evaluation process.

***BIDDERS MUST COMPLETE THE APPROPRIATE CERTIFICATION BELOW TO RECEIVE THE

PREFERENCE.***

A. DOMESTIC PREFERENCE (BUY AMERICAN): Revised Code 125:11 and Administrative Code 123:5-1(K)

[Not applicable to “Excepted Products”]

1. Where is each product/services being offered mined, raised, grown, produced or manufactured?

United States: (State) Canada Mexico (Go to B-1)

Other: (Specify Country) (Go to A-2)

2. End product is manufactured outside the United States and at least 50% of the cost of its components are produced, mined, raised, grown or manufactured within the United States. The cost of components may include transportation costs to the place of manufacture and, in the case of components of foreign origin, duty whether or not a duty free entry certificate is issued.

Yes (Go to Section B-1) No (Go to Section A-3)

3. The Bidder hereby certifies that each end product, except the products listed below, is a domestic source end product as defined in the Buy American Act and that components of unknown origin have been considered to have been mined, produced, grown or manufactured outside the United States.

(Item) (Country of Origin)

(Item) (Country of Origin)

B. OHIO PREFERENCE (BUY OHIO): Revised Code 125:09 and Administrative Code 123:5-1-06

1. The products/services being offered are raised, grown, produced, mined or manufactured in Ohio.

Yes No (Go to B-2)

2. Bidder has significant economic presence within the state of Ohio. Yes (Answer a, b, c, d below) No (Go to B-3)

a) Bidder has paid the required taxes due the state of Ohio Yes No

b) Bidder is registered with the Ohio Secretary of State Yes (Charter/Registration No.: ) No

Questions regarding registration should be directed to (614) 466-3910 or visit their web site at:

http://sos.state.oh.us/

c) Bidder has ten or more employees based in Ohio or border state. Yes No (Go to B-2d)

d) Bidder has seventy-five percent or more employees based in Ohio or border state. Yes No (Go to B-3)

3. Border state bidder: (Except products mined in Michigan)

Yes (Specify which state then go to B-2c): KY MI NY PA IN No (Go to B-4)

4. Border state bidder: mined products mined in respective border state (Except for products mined in Michigan)

Yes No Not Applicable

C. VETERANS PREFERENCE (BUY VETERAN): Revised Code 9.318 and Administrative Code 123:5-1-16

Is the bidder a certified Veteran Friendly Business Enterprise as defined in Administrative Code 123:5-1-01(KK) Yes No http://procure.ohio.gov/pdf/exprod.pdf http://sos.state.oh.us/

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STANDARD TERMS & CONDITIONS

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. CONTRACT DATA: State data that the Contractor has access to, transmits, processes, possesses, creates, or stores in providing service to ODOT.

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

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

H. 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.

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

J. 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.

K. 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.

L. MBE OR EDGE CERTIFIED: MBE means Minority Business Enterprise and EDGE means

Encouraging Diversity, Growth and Equity.

M. 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.

N. 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.

O. 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.

PURCHASE: To buy, purchase, installment purchase, rent, lease, lease purchase, or otherwise acquire goods 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. All State Data is and will remain the property of ODOT and, unless specifically provided otherwise in the Contract, Contractor acquires no right, title, or interest in or to State Data.

If any of Contractor’s intellectual property becomes embedded in State Data, Contractor hereby licenses a nonexclusive 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 are 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.

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.

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. Vendors must provide documentation from the manufacturer as part of the quote/bid response that they are an authorized dealer/distributor of the goods, products or services being purchased. 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.

Vendor shall comply with the Ohio Secretary of State’s registration requirements for domestic and foreign corporations and limited liability corporations. If a Vendor that is a foreign corporation or foreign limited liability company intends to assert an exemption as described in Section

1703.02 or Section 1706.512 of the Ohio Revised Code, a Vendor shall provide sufficient documentation that demonstrates exemption from the requirement to register with the Ohio

Secretary of State’s office within seven business days of the award. Failure to do so to the satisfaction of ODOT 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 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. Vendor shall acknowledge the acceptance and contract award by signing the acknowledgment within seven business days of receipt. 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.

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 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 domestic corporation or domestic limited liability company that is properly registered with the Ohio Secretary of State; or

2. A foreign corporation or foreign limited liability company, not incorporated under the laws of the State of Ohio, but is registered with the Ohio Secretary of State pursuant to Chapter 1703 of the Ohio Revised Code or Chapter 1706 of the Ohio Revised Code, as applicable; or

3. Exempt from the foreign corporation registration requirements of the Ohio Secretary of State as provided by Section 1703.02 of the Ohio Revised Code or exempt from the foreign limited liability company registration requirements as provided by Section 1706.512 of the Ohio Revised

Code.

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 https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf 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 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-blockedpersons-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.

S. COMPLIANCE WITH E-VERIFY WORKFORCE INTEGRITY ACT. All contractors and subcontractors engaged in a nonresidential construction project as defined in Section 4151.01 of the Ohio Revised

Code shall at all times comply with the provisions of the State of Ohio’s E-Verify Workforce Integrity

Act and shall verify the identity and legal working status of each employee hired to perform work on such project through the EVerify program.

T. ACCESSIBILITY REQUIREMENTS. If applicable, the Contractor warrants it will comply with federal and state disabilities laws and regulations and also warrants that the Deliverables provided under this Contract conform to the applicable accessibility requirements of WCAG 2.1 Level AA or the most current version (the “Accessibility Standards”), Section 508 of the Rehabilitation Act of 1973, and the American with Disabilities act. The Contractor must promptly respond to and resolve any complaint regarding accessibility of its products and services. If at any time, the Deliverables provided under this Contract do not fully conform to the Accessibility Standards, the Contractor must immediately notify the State in writing of the nonconformance and provide the State a plan to achieve conformance to the Accessibility Standards, including an intended timeline for conformance. The

Contractor further agrees to indemnify and hold harmless the State from any claims or damages arising out of Contractor’s failure to comply with the requirements of this section. Failure to comply with these requirements will constitute a material breach of this Contract for which the State may terminate this Contract.

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.

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 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

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 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 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 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.

ORDER AND PAYMENT PROVISIONS

A. CERTIFICATION OF FUNDS/PURCHASE ORDER REQUIREMENTS. None of the duties or obligations in this Contract are binding on the…