48C51FFE-B1BA-D9DA-11337A7B04016CA4.pdf

RFP v. 1.29.2026 2026-03-03 v 0

Commissioner John O’Grady Commissioner Kevin L. Boyce Commissioner Erica C. Crawley President

Franklin County, Ohio

Request for Proposal No. 2026-03-03

Wayfinding Signage Manufacturing and Installation

Proposal Due Date: April 22, 2026, 10:00 A.M. EST

~Vendor should submit this cover page with their proposal~

Company Legal Name:

Including all DBAs

Address:

City, State, Zip Code:

Telephone No.:

Contact Name, Title:

Contact Email:

Contract Approver Name, Title, & Email:

TABLE OF CONTENTS

Section 1.0 General Information

1.1 Purpose……….…………………………………..…………………… 3

1.2 Organization Background and Overview……….……………………. 3

1.3 Project Timeline/Calendar of Events…………………………………. 3

1.4 County Contact and Communication Protocol….…………………….. 4

Section 2.0 Administrative Requirements

2.1 General Requirements………………………………………………… 4

2.2 Submittal Process and Instructions...…………………………………. 5

2.3 Evaluation Process and Criteria………………………………………. 7

Section 3.0 Scope of Work………………………………………………………………….. 8

Section 4.0 Appendices

4.1 Affidavits ……...……………………………………………………….. 10

4.1.1 Lobbyist Affidavit……………………………………………… 11

4.1.2 Small and Emerging Business Enterprise Information Form &

Affidavit …

4.1.3 Delinquent Personal Property Tax Affidavit……………………. 13

4.2 Form W-9 ……………………………………………………………….. 14

4.3 Pricing Form…………………………………………………………….. 16

4.4 References…………………………………………

4.5 Performance Bond Form - Reserved……………………………………. 18

4.6 General Services Contract Form (for reference) ……………………….. 19

4.7 Business Associate Agreement (for reference) - Reserved……………… 33

4.8 Wayfinding Project Questionnaire………………………………………. 34

4.9 Request for Written Quote………………………………………………. 35

Section 5.0 Proposal Instructions and Checklist………………………………………………. 36

Note:

This Request for Proposal (RFP) is issued under the provisions of the Ohio Revised Code (ORC) Sections 307.86 to

307.92. All proposals submitted in response to this RFP shall comply with Ohio law. The laws of the State of Ohio will govern any disputes arising under this RFP and subsequent contract(s). All contract terms, conditions, and specifications set forth in this RFP shall become part of the contract documents.

Section 1.0 General Information

1.1 Purpose

The Franklin County Board of Commissioners, on behalf of Franklin County Public Facilities Management, is seeking proposals from vendors who can provide Wayfinding Signage Manufacturing and Installation.

1.2 Organization Background and Overview

Franklin County is seeking requests for proposals (“RFP”) for fabrication and installation of signage in accordance with wayfinding design plans for our downtown government facilities. Franklin County (“County”) is committed to providing the public and visitors with a clear and concise wayfinding plan for the facilities. Vendor must finalize and implement the wayfinding design collaboratively with Franklin County and our design consultant PLANIT Studios, Inc., as specified in the plans, bid packages per facility and specifications.

The scope of this RFP includes the preparation of detailed shop drawings verifying materials of construction and sizing, removal of old signage, signage fabrication and installation, patching and painting as needed, sign permitting and production of samples for the Owner’s review and approval prior to proceeding with full-scale production.

1.3 Project Timeline/Calendar of Events

The timeline for this RFP is provided below. Please note that the dates, times, and information provided are subject to change at the discretion of the County. Vendors will be given notice of such changes, as applicable.

Key Dates/Times: Event:

March 25, 2026 Advertising period begins; RFP documents posted to the Franklin County Purchasing website.

April 8, 2026, 369 S. High Street, Meeting Room B 11:00 - 12:30 EST.

Pre-Proposal Meeting and Tour (Attendance at tour is strongly recommended) Tour will begin promptly at 11:00 am. Please arrive prior to tour time to ensure entry into building and meeting room.

April 10, 2026, by 12:00 P.M. EST Written questions are due to Franklin County.

April 15, 2026, by 5:00 P.M. EST Answers posted to the Franklin County Purchasing website.

April 22, 2026, 10:00 A.M. EST Deadline for proposal submission; Proposals are opened by the County.

June 2026 Contract/Service estimated start date.

1.4 County Contact and Communication Protocol

All inquiries related to this RFP must be directed, in writing, to:

Patricia Wells, Contract Specialist Franklin County Purchasing Department 373 S. High Street, 25th Floor

Columbus, Ohio 43215-6315 Office: (614) 525-3750 Email: patricia.wells@franklincountyohio.gov

All communication from interested vendors shall go through the Franklin County Purchasing

Department. Vendors should not attempt to communicate directly with other County representatives with regard to this RFP at any point during the procurement process up to the award of contract(s).

During the advertising period and up to the deadline for proposal submission, the County, through the

Purchase Department, may issue written communications to vendors via the Purchasing website.

During the proposal review phase, the County, through the Purchasing Department, may initiate contact with a vendor if the County determines that clarification is needed from the vendor to complete the evaluation process.

Section 2.0 Administrative Requirements

2.1 General Requirements

2.1.1 Registration with Franklin County:

Vendors interested in doing business with the County should register with the County online at https://purchasing.franklincountyohio.gov/Businesses/Vendor-Registration. Vendors must register with the County in order to access competitive opportunities and download documents.

2.1.2 Certificate of Good Standing:

Vendors that are registered in the State of Ohio will be required to provide a Certificate of Good Standing prior to contract award. Vendors that are not registered in the State of Ohio will be required to provide a Certificate of Good Standing from their respective state of incorporation. To obtain an Ohio certificate of Good Standing, please visit:

https://www.ohiosos.gov/businesses/business-reports/

2.1.3 Contract Components:

The resulting contract(s) will consist of the complete RFP, including the contract terms and conditions, Scope of Work, all documents requiring vendor’s signatures, any written amendments or clarifications, the vendor’s proposal and supporting information and documents, and applicable resolutions and purchase orders.

2.1.4 Oral Instructions:

The County will not be bound by oral explanations or instructions given at any time during the competitive process or after contract award.

https://purchasing.franklincountyohio.gov/Businesses/Vendor-Registration https://www.ohiosos.gov/businesses/business-reports/

2.1.5 Conflict of Interest:

By submitting a proposal in response to this RFP, vendor affirms that neither vendor or any persons that works for or on behalf of vendor, have any conflict of interest (e.g., employed by Franklin County, etc.). The County reserves the right to reject a proposal in which a conflict is disclosed or cancel an awarded contract if any interest is later discovered that could give the appearance of a conflict.

2.1.6 Representations:

By submitting a proposal in response to this RFP, vendor warrants the accuracy of information submitted and acknowledges that the County will rely on the vendor’s information in making an award.

2.1.7 Compliance with Specifications:

By submitting a proposal in response to this RFP, vendor affirms that they are in full compliance with the RFP, including the requirements outlined herein, all terms and conditions, and the Specifications.

2.1.8 Proposal Preparation Costs:

The County will not be liable for any costs incurred by a vendor prior to the award of any contract resulting from this RFP, including but not limited to any cost related to the vendor’s preparation of their proposal.

2.1.9 Intended Contract Award(s):

It is the intent of the County to award one contract under this RFP. However, if the County believes it is in the County’s best interest to award more than one contract, the County reserves the right to do so in its complete and sole discretion.

2.2 Submittal Process and Instructions

2.2.1 Pre-Proposal Conference and Tour (will be in person):

A Pre-Proposal Conference will be held on the date and time listed in the Project Timeline/Calendar of Events. Attendance is not mandatory but is highly suggested. This conference and tour will provide interested parties with an opportunity to learn more about the County’s service needs, the Scope of Work outlined herein, and the proposal submission process.

Please see the tour flyer for details.

2.2.2 Submittal of Questions:

Vendors seeking clarification from the County must submit questions in writing to:

Patricia Wells, Contract Specialist, at patricia.wells@franklincountyohio.gov.

All questions are due no later than the date and time listed in Section 1.3 Project Timeline/Calendar of Events.

2.2.3 Amendments and Clarifications:

Amendments and clarifications to this RFP will be posted on the Franklin County Purchasing website (https://bids.franklincountyohio.gov/). While the website is designed to email amendments and clarifications to those who have downloaded the RFP from the Purchasing website, it is ultimately the responsibility of all interested parties to monitor this website for those additional documents. Amendments and clarifications become a part of the RFP and any subsequently awarded contract(s).

https://bids.franklincountyohio.gov/

2.2.4 Proposal Submittal:

Sealed proposals must be submitted to the Franklin County Purchasing Department before the deadline provided in Section 1.3 Project Timeline/Calendar of Events. The timestamp in the Franklin County Purchasing Department will serve as the official record of the time and date that sealed proposals are received and will be the sole factor in determining if a sealed proposal has been submitted in time for consideration.

Proposals delivered in-person or sent via USPS, UPS, or FedEx must be delivered to the following address:

Franklin County Purchasing Department Attn: Patricia Wells, Contract Specialist 373 South High Street - 25th Floor Columbus, Ohio 43215-6315 Re: RFP # 2026-03-03, Wayfinding

The RFP PROJECT NAME, NUMBER and COMPANY NAME must be clearly marked on proposal submissions. A proposal that is not properly and clearly marked and is inadvertently opened before the scheduled RFP opening time may be disqualified without additional consideration.

Faxed and emailed submittals are not acceptable.

Proposals received after the deadline will be considered late and will not be opened. Proposals received through a courier service after the deadline will not be accepted from the courier service.

Proposals received through the mail after the deadline will be returned to the sender, unopened.

The County will not accept proposals with postage due.

The proposal opening will be held on a virtual platform, at which time the proposals will be opened and the names of the submitting vendors will be read aloud. Attendance is not mandatory, however, interested parties may join by phone or by following the link provided below:

Microsoft Teams meeting Join: https://teams.microsoft.com/meet/24005132671598?p=hX2iOSpbD7gNZgyHPt Meeting ID: 240 051 326 715 98 Passcode: 645gi3vj

Dial in by phone +1 380-900-7428,,855330896# United States, Columbus Find a local number Phone conference ID: 855 330 896#

The County reserves the right to change the proposal opening date and/or time at the County’s sole discretion.

2.2.5 Proposal Rejection and RFP Cancellation:

Pursuant to Ohio Revised Code §307.862, the County reserves the right to:

1. Reject any proposal in which the vendor takes exception to the terms and conditions of the RFP; fails to meet the terms and conditions of the RFP, including but not limited to, the standards, specifications, and requirements specified in the RFP; or submits prices that the contracting authority considers to be excessive, compared to existing market conditions, or determines exceed the available funds of the County;

https://teams.microsoft.com/meet/24005132671598?p=hX2iOSpbD7gNZgyHPt tel:+13809007428,,855330896 https://dialin.teams.microsoft.com/f47fec4f-b27a-4234-911a-3c165ae2aa74?id=855330896

2. Reject, in whole or in part, any proposal that the County has determined, using the factors and criteria outlined herein, would not be in the best interest of the County;

3. Conduct discussions with vendors who submit proposals for the purpose of clarifications or corrections regarding a proposal to ensure full understanding of, and responsiveness to, the requirements specified in the RFP.

Further, the County may cancel or reissue the RFP if any of the following apply:

1. The supplies or services offered through all of the proposals submitted to the County are not in compliance with the requirements, specifications, and terms and conditions set forth in the request for proposals;

2. The prices submitted by the vendors are excessive compared to existing market conditions or exceed the available funds of the County;

3. The County determines that award of a contract would not be in the best interest of the County.

2.2.6 Proposals are Firm for 180-Days:

Unless stated otherwise, once opened, all proposals are irrevocable for one hundred eighty (180) days. Beyond one hundred eighty (180) days, vendors will have the option to honor their proposal or make a written request to withdraw their proposal from consideration.

2.3 Evaluation Process and Criteria

2.3.1 Proposals will be evaluated in the following phases:

1. Phase 1: Initial review of the proposals for compliance The County will review each proposal that is received before the deadline for responsiveness in terms of format, completeness, and compliance with instructions.

2. Phase 2: Full evaluation of proposals

The County will review each responsive proposal based upon established criteria. At any time during this phase, the County may request clarifications from any vendor and provide such vendor(s) with an opportunity to correct defects in their proposal if, in the County’s sole determination, doing so does not provide an unfair advantage to the vendor(s) and it is in the County’s interest to do so.

The County may disqualify a vendor with an offshore presence in a specific country with which the United States has a declaration of war by Congress or the President has authorized war on a specific country. The vendor may submit documentation that provides the County with additional information that addresses this disqualification and whether it is relevant to the contract.

2.3.2 Evaluation Criteria:

For each proposal, the County will award points based upon the strength of the proposal in its responsiveness to the requirements and criteria included in this RFP.

Evaluation criteria include, but are not limited to, the following elements (not ranked below in any particular order of importance or weighting):

1. Completeness and responsiveness of proposal;

2. Confirmation of compliance with the requirements, Scope of Work, and the terms and conditions of the RFP and the Contract.

3. Experience & Qualifications

4. Pricing

5. Project Approach

6. References

Local Preference: An additional number of points may be awarded to a vendor with no offshore presence.

The proposal evaluation will result in a point total being calculated for each proposal. The County reserves the right to move directly into contract negotiations with the vendor submitting the highest-ranked proposal following Phase 2 of the evaluation process. Or, at the County’s sole discretion, the County may elect to invite a certain number of vendors submitting the highest-ranked proposal into Phase 3 Interviews, as outlined in Section 2.3.3 below.

2.3.3 Interviews

Upon completion of Phase 2 as detailed in Section 2.3.1(2) above, the County reserves the right, but is not obligated, to enter into Phase 3 Interviews with a certain number of vendors submitting the highest-ranked proposals.

This Phase 3 will offer the County and the vendor an opportunity to ask questions, clarify responses, and gain a deeper assessment of compliance and capabilities.

The County will award points for each interview based on the strength of information presented related to established criteria.

It is the intent of the County to award one contract to the vendor with the highest overall ranking after completion of all applicable evaluation phases. However, if the County believes it is in the County’s best interest to award more than one contract, then the County may award more than one contract to any number of vendors with the highest overall rankings. Such multiple awards shall be at the County’s sole and complete discretion.

Section 3.0 Scope of Work

The scope of this RFP includes the preparation of detailed shop drawings verifying materials of construction and sizing, removal of old signage, signage fabrication and installation, patching and painting as needed, sign permitting and production of samples for the Owner’s review and approval prior to proceeding with full-scale production.

The Signage Bid Package can be obtained at https://bids.franklincountyohio.gov/.

Sign Standards and project information can be obtained at https://bids.franklincountyohio.gov/. These documents include drawings, bid criteria, program requirements, and other critical information needed to prepare your bid package. Prepare your bid package with the following files:

Franklin County Sign Standards - 03162026 FCGC_Wayfinding_Project_Franklin-County-Parking-Garage_03162026.pdf FCGC_Wayfinding_Project_Front-Street-Parking-Garage_03162026.pdf FCGC_Wayfinding_Project_CCP_03162026.pdf FCGC_Wayfinding_Project_FCOT_03162026.pdf FCGC_Wayfinding_Project_FSB_03162026.pdf FCGC_Wayfinding_Project_JIC_03162026.pdf FCGC_Wayfinding_Project_MDB_03162026.pdf

FCGC_Wayfinding_Project_PAV_03162026.pdf FCGC_Wayfinding_Project_Site_03162026.pdf FCGC_Wayfinding_Project_All-Signs_03162026.xlsx

Section 4.0 Appendices

4.1 Affidavits

4.1.1 Lobbyist/Consultant Declaration Statement

4.1.2 Small and Emerging Business Enterprise Information Form and Affidavit

4.1.3 Delinquent Personal Property Tax Affidavit

Appendix 4.1.1 Lobbyist/Consultant Declaration Statement

Did any lobbyist(s) or consultant(s) assist your firm with this contract? Vendor must select one and provide all required information.

CHECK

ONE:

□ No

□ Yes

I certify that the information provided herein is correct:

Proposer Name/Title (Printed)

Proposer Signature Date

If ‘Yes,’ please submit the information below for each lobbyist or consultant (if more than one lobbyist or consultant assisted, a separate form should be submitted for each):

Lobbyist/Consultant Name

Lobbyist Company Name

Lobbyist Company Address

Address:

City, State:

Zip:

Contact Name

Phone Number

Fax Number

Appendix 4.1.2 Small and Emerging Business Enterprise Information Form

Form has been released as a PDF and can be obtained by visiting: https://bids.franklincountyohio.gov/ for completion.

Appendix 4.1.3 Delinquent Personal Property Tax Affidavit

This sworn affidavit should be properly completed by the authorized representative of your firm and will be incorporated as a portion of the bids and resulting contract for the following:

Project: Wayfinding Signage Manufacturing and Installation

Department: Public Facilities Management

RFP No.: 2026-03-03

State of County of , ss:

(Name)

Being first duly sworn, deposes and says that he/she is the (Title) of (Business Name) with offices located at , and as it’s duly, authorized representative states that effective this day of , ( ) is not charged with delinquent property taxes on the general list of personal property in Franklin County, Ohio, or any other counties containing property in the taxing districts under the jurisdiction of the Auditor of Franklin County, Ohio.

( ) is charged with delinquent personal property taxes on the general list of personal property in Franklin

County, Ohio, or any other counties containing property in the taxing districts under the jurisdiction of the Auditor of Franklin County, Ohio.

County Amount: (include total amount and any penalties and interest thereon)

Franklin $

(Affiant)

Sworn to and subscribed this day of , 20 .

(Notary Public)

Section 5719.042 O.R.C. My Commission expires , 20 (Seal)

4.2 Form W-9

See Appendix 4.2 Form W-9 for completion.

Appendix 4.2 Form W-9

Form W-9 has been released as a PDF and can be obtained by visiting: https://bids.franklincountyohio.gov/ for completion.

4.3 Pricing Form

Form has been released as a Excel spreadsheet and can be obtained by visiting:

https://bids.franklincountyohio.gov/ for completion.

All proposing vendors must submit a detailed pricing form (see the attached Excel spreadsheet:

FCGC_Wayfinding_Project_PricingForm_03162026). The pricing form must be clear, complete, and include all costs associated with providing the required sign products and related services. At a minimum, each vendor shall provide the following information:

1. Unit Price per Sign Type Vendors must list the unit price for each sign type specified in the scope of work. Unit pricing shall include all materials, labor, fabrication, and overhead costs necessary to produce each sign.

2. Extended Project Cost Vendors must calculate and provide the extended cost for the entire project based on the estimated quantities provided in this RFP or based on the vendor’s proposed quantities when applicable.

Extended costs must be clearly itemized.

3. Installation Costs Vendors shall provide pricing for the installation of each applicable sign type. Installation pricing must include all labor, equipment, hardware, and incidental materials required to complete the installation.

4. Removal Costs Vendors shall provide unit pricing for the removal of existing signage, when required. Removal pricing should include disposal, labor, equipment, and all related costs.

5. Repair Costs Vendors shall provide pricing for repair services on an as-needed basis. Repair pricing should include hourly labor rates, materials, and any other applicable charges.

All pricing must be firm, fixed, and valid for the period specified in the RFP. Vendors are responsible for ensuring all cost information is accurate and complete. Failure to provide the required pricing details may result in disqualification.

4.4 References

REFERENCES

Please provide three references, including company names, addresses, telephone numbers, and persons to contact who can provide a reference for your company. Please provide references that can confirm your ability to provide products or services or a similar scope, nature and complexity to the requirements of this RFP.

Please do not list Franklin County employees or agencies as a reference. Failure to provide three references may be annotated as a discrepancy during evaluation.

1) Contact Person Name:

Phone: (_______)

Email Address:

Description of Service(s) provided:

2) Contact Person Name:

Phone: (_______)

3) Contact Person Name:

Phone: (_______)

4.5 Performance Bond Form - Reserved

4.6 Draft Contract

RFP Contract v. 1.29.2026 RFP 2026-03-03 v. 0

CONTRACT

BETWEEN

FRANKLIN COUNTY BOARD OF COMMISSIONERS

AND

<VENDOR NAME>

This Contract (“Contract”) is entered into by and between <Vendor Name>, located at <Address>, (hereafter referred to as “Vendor”) and the Franklin County Board of Commissioners on behalf of the Franklin County Public Facilities Management (hereafter referred to as “County”) to provide Wayfinding Signage Manufacturing and Installation pursuant to and under authority of Resolution No. ______ dated _____________________ 2026.

For the mutual considerations herein specified, County and Vendor have agreed and do hereby agree as follows:

Section 1 Administrative and Specifications Requirements

This Contract consists of the complete Request for Proposal # 2026-03-03 (hereafter referred to as “RFP”) including but not limited to the contract terms and conditions, any written amendments/addendums to the RFP, Vendor’s complete competitive sealed proposal, including proper modifications and clarifications, and applicable resolutions, purchase orders and/or other ordering documents.

Any inconsistency in this Contract will be resolved by giving precedence in the following order:

1) This signed Contract and all attached documents including <list attachments>; and

2) The proposal submitted by Vendor; and

3) The County’s RFP 2026-03-03.

Section 2 Pricing and Delivery of Services

Vendor agrees to provide the services required under this Contract for an amount not to exceed $X.XX.

Vendor must provide all services in accordance with the terms and conditions of the Contract.

Any changes in the scope of work or the payment rates established herein must be authorized by the execution of a written contract modification signed by the parties and approved via resolution by the Franklin County Board of Commissioners.

Section 3 Term of Contract

The Contract shall be in effect from XXXXX XX, 2026 through XXXX XX, 202# (“Initial Term”). This Contract will remain in effect until the end date as noted in this section or until the Contract is fully performed in accordance with Section 5.03 or until the Contract is terminated pursuant to Section 8.02.

Section 4 Standard Contract Terms and Conditions

Section 4.01 Standard of Care

Vendor shall discharge its respective obligations under the Contract with that level of reasonable care which a similarly situated business would exercise under similar circumstances. As an inducement to the County to enter into this Contract, Vendor represents and warrants the following to the County:

(a) It is (i) duly incorporated, organized and validly existing under the laws of, and in good standing with its state of incorporation; (ii) has full authority to grant the County the rights granted in this Contract; (iii) has all requisite power and authority to execute and deliver, and to perform all of its obligations under this Contract.

(b) It shall execute any and all documents or contracts with third parties in its name and shall not represent itself as conducting business on behalf of the County or any of its agencies.

(c) It has filed all tax returns (federal, state and local) required to be filed and has paid all taxes shown thereon to be due and all property taxes due, including interest and penalties, if any.

(d) It is in compliance in all material respects with all laws, regulations and requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, exemptions from, and has accomplished all filings or registrations or qualifications with, any court or governmental authority that are necessary for the transaction of its business.

Section 4.02 Affirmative Covenants

Until the termination or expiration of this Contract, Vendor shall:

1. Execute such documents and present all necessary documents to the County for signature as are reasonably necessary to ensure that the County receives all services that it is entitled to under the Contract and shall take no action that would revoke the County’s rights under this Contract;

2. Give notice to the County, within ten (10) days of Vendor learning thereof, of any litigation involving a claim for damages in excess of One Hundred Thousand Dollars ($100,000) affecting or relating to the Vendor or the services required under this Contract.

3. Promptly notify the County if:

(i) Vendor learns of the occurrence of any event which constitutes, or, with the passage of time, the giving of notice or otherwise, will constitute, a default under this Contract or any of its other loan documents, together with a detailed statement by a duly authorized representative specifying the nature thereof and what action Vendor is taking or proposes to take with respect thereto;

(ii) Vendor receives any notice of default from, or the taking of any other action by, the holder(s) of any promissory note, debenture or other evidence of indebtedness of Vendor together with a detailed statement by Vendor’s duly authorized representative specifying the notice given or other action taken by such holder(s) and the nature of the claimed default and what action Vendor is taking or purposes to take with respect thereto;

(iii) Vendor learns of the existence of any legal, judicial or regulatory proceedings affecting Vendor or any of its properties or assets in which the amount involved is material and is not covered by insurance or which, if adversely determined, would cause a material adverse change in the business, prospects, profits, properties, assets or condition (financial or otherwise) of Vendor; or

(iv) There shall occur or exist any other event or condition causing a material adverse change in the business, prospects, profits, properties, assets or condition (financial or otherwise) of Vendor.

Section 4.03 Indemnification

Vendor shall assume the defense of, indemnify, and save harmless the County and all Franklin County agencies, including public officials and employees acting in the course of their employment, from any and all claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities arising from or related to Vendor’s performance of the work required under this Contract and including Vendor’s employees and agents. This paragraph shall apply to, without limitation, any claim, damages, lawsuit, cost, judgement expense, or liability asserted by any employee or agent of Vendor.

Section 4.04 Ethics/Conflicts of Interest

Vendor and employees of Franklin County are bound by the Ethics Laws of Ohio. Any vendor or employee who violates any of these laws will be subject to penalties set forth by law. Vendor agrees that it shall take reasonable steps to ensure that its owners, members, and employees do not voluntarily acquire any personal interest, direct or indirect, which is incompatible or in conflict with the discharge and fulfillment of his or her functions and responsibilities with respect to the carrying out of said work and shall comply with the applicable provisions of the Ohio Ethics laws.

Section 4.05 Subcontracting

Vendor confirms that it will be the primary vendor who will be performing the work under the Contract.

Vendor may use subcontractors for portions of the work under the Contract, but Vendor will remain the primary vendor and will remain liable for all work performed hereunder regardless of whether performed directly by it or by a subcontracted entity. Vendor will provide the County with a list of subcontractors it proposes to use for services under this Contract.

Vendor shall not use any subcontractor who has been subject to action that limits the subcontractor’s right to do business with the local, state, or federal government. County reserves the right to deny use of a subcontractor(s) if County determines that the Vendor will not be the primary vendor who will be performing the work under the Contract. Vendor will include copies of all related trade certifications and trade insurance certificates for any subcontractor prior to such subcontractor performing any work.

Section 4.06 Consent to Assign

Vendor agrees not to assign any of its rights under this Contract unless the County consents to the assignment in writing signed by all parties. Following any assignment, the County may enter into a novation agreement with assignee acceptable to the County. The parties hereto understand that the County is legally prohibited from making payment to any entity other than Vendor unless the aforementioned novation contract is executed by the County and assignee. Any purported assignment made without County’s written consent is void and may result in the County exercising its right to terminate the Contract. The County may assert against an assignee any claim or defense the County may have against the assignor.

Section 4.07 Record Keeping

Vendor shall keep all financial records pertaining to the services provided under this Contract consistent with Generally Accepted Accounting Principles (GAAP) during the period covered by the Contract and shall provide such records or access to such records as requested by the County or their designated and authorized representatives. Claims documentation may be reviewed through a formal audit and are not subject to the work access requirements set forth in this paragraph.

Section 4.08 Insurance Requirements

ALL INSURANCE COMPANIES PROVIDING COVERAGE SHALL BE LICENSED TO DO

BUSINESS IN THE STATE OF OHIO.

Throughout the Contract period, Vendor must maintain a comprehensive insurance program affording as a minimum the items indicated below:

A Certificate of Insurance reflecting the required coverage and amount must be submitted to the County. The Franklin County Board of Commissioners and the RFP Project Name and Number must be identified as additional insured and included on the Certificate of Insurance. If there is any change in Vendor’s insurance carrier or liability amounts, a new certificate must be provided to the Franklin County Purchasing Department within seven (7) calendar days of change.

Comprehensive General Liability: up to $1,000,000 single limit occurrence and $1,000,000 Aggregate limits including coverage for: a) Personal Injury Liability: all sums, which the company shall become legally obligated to pay as damages because of bodily injury, sickness, or disease including death at any time resulting there from, sustained by any person other than its employees; b) Broad form Property Damage Liability; c) products and completed operations; d) premises and completed operations; and e) contractual liability insuring the obligations assumed by Vendor under the Contract. This insurance does not apply or shall not be construed as being applicable to liability for damages arising out of bodily injury to any person or damage to any property of others resulting from the negligence of the Franklin County Board of Commissioners, its officers, employees or agents;

Umbrella and/or Excess Annual Aggregate Limit: $2,000,000 dollars including coverage over Comprehensive General Liability and Automobile Liability (total limits can be satisfied by any combination of primary and umbrella/excess coverage).

Automobile Liability Insurance: up to $1,000,000 all sums, which the company shall become legally obligated to pay as damages because of injury to or destruction caused by occurrence rising out of ownership, maintenance or use of any automobile; and

Cyber Insurance: Throughout the contract period, Vendor must maintain cyber breach insurance with not less than $500,000 single limit occurrence and $500,000 aggregate including; third party liability coverage for loss or disclosure of data, including electronic data, network security failure, unauthorized access and/or use or other intrusions, infringement of any intellectual property rights (except patent infringement and trade secret misappropriation) unintentional breach of contract, negligence or breach of duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy, or violation of any other legal protections for personal information, defamation, libel, slander, commercial disparagement, negligent transmission of computer virus, ransomware, worm, logic bomb, or Trojan horse or negligence in connection with denial of service attacks, or negligent misrepresentation. Vendor will notify the County immediately if Vendor’s insurance coverage is reduced or terminated.

Professional Liability Insurance (Errors and Omissions/E & O): not less than $1,000,000 each claim and $1,000,000 in annual aggregate; including coverage for wrongful acts (including alleged acts), errors and omissions as result of any professional services provided, including healthcare services.

During the term of this Contract and any renewal thereto, Vendor, and any agent of Vendor, at its sole cost and expense, shall maintain the required insurance coverage as described in the Contract. County may require Vendor to provide respective certificate(s) of insurance in order to verify coverage. Failure to provide a requested certificate within a seven (7) calendar day period may be considered as default.

Section 5 Time of Performance

Section 5.01 Reserved

Section 5.02 Contract Extension

In addition to the extension period allowed for under Section 5.03, the Contract includes X optional X-year extension periods.

Section 5.03 Contract Extension for Project Completion

The Contract may be extended for up to 90 days, at the option of the County and under the same terms and conditions, to allow for the complete processing of an extension period or completion of any incomplete work regarding this Contract. This extension does not require the approval of the Franklin County Board of Commissioners.

Section 6 Invoicing, Due Date and Taxes

Section 6.01 Standard Invoice and Payment

Vendor shall invoice the County in accordance with Exhibit X and Section 6 of this Contract. Vendor will be required to submit Proper Invoices by mail, sent by courier, or sent as an attachment to an email to the bill-to address identified on the purchase order(s) used to issue orders against this Contract. A Proper Invoice is defined as being free of defects, discrepancies, errors, or other improprieties. Vendor’s Federal Tax Identification Number should appear on all statements and invoices. Invoices should include at a minimum:

1) Name and address of Vendor;

2) Billing period;

3) Deliverable(s) completed and related pricing; and

4) Remit to address.

Section 6.02 Payment Due Date

The County typically makes payments within 45 days from the day a Proper Invoice is received and acceptance of supplies or services has been confirmed by the County. The County will not pay late fees, interest, or other penalties for later payment. Any entity authorized to utilize this Contract, outside the responsibility of the County is responsible for all orders, invoices, payment, and/or tracking.

Section 6.03 Taxes

The County and the agencies therein responsible for are exempt from all federal, state, and local taxes. The County will not pay any taxes on supplies or services from Vendor. A tax- exempt certificate will be provided to Vendor upon request.

Section 7 Contract Administration and Reports

Section 7.01 Contract Administration

Public Facilities Management and the Franklin County Purchasing Department (“Purchasing”) will be responsible for the administration of the Contract and will monitor Vendor’s performance and compliance with the terms, conditions, and specifications of the Contract. If any agency observes any infraction(s), such shall be documented and conveyed to the Franklin County Purchasing Department for immediate remedy.

Vendor will be notified by Purchasing and failure of Vendor to rectify the infraction(s) will be considered a breach of the Contract and the County may exercise its rights under the termination clauses of this Contract.

Section 7.02 Status Reports

Reports required under the specifications of the Contract will be provided within the required timeframes, in the required format, and to the stipulations of the County.

Upon request and at no cost to the County, Vendor shall be required to provide updates and status with regard to milestones and timelines to Public Facilities Management. Electronic media is the preferred method of these reports. Delivery timeframe of such reports will be negotiated when the request is issued by the County.

Failure to provide requested reports after notification may be deemed a deficiency and may result in corrective action being taken by the County.

Section 7.03 Out of Scope Work and Contract Modification

Vendor is not allowed to perform any work that is out of scope. If Vendor believes that the work being requested to be performed is out of scope it must be brought to the attention of the appropriate County agency contact or the Purchasing Department. Any work that is out of scope, if it is determined to be necessary by the County, must be added to the scope of work through a written contract modification that is signed by the parties and approved via resolution by the Franklin County Board of Commissioners, who have the sole discretion to authorize a modification to the Contract. If Vendor knowingly performs work that is out of scope and does so without the proper written authorization from the County, they do so at their own risk.

The County will not be liable for any cost of the work performed that was out of scope and done without the proper authorization.

Section 7.04 Quality Assurance

Vendor is responsible for the quality of the goods and services provided to the County. Any defective goods discovered during delivery and/or installation will be replaced at no cost to the County. Any goods that do not meet or do not perform to the guarantee of the manufacturer’s warranty will be replaced by Vendor immediately at no cost to the County. It is the responsibility of Vendor to return any defective goods to the manufacturer.

Should Vendor perform services that are not in accordance with the terms and conditions of the Contract, the County may, at its sole discretion, require Vendor to provide the required services in compliance with the Contract at no additional cost to the County.

If authorized by the County, Vendor is responsible for installation of all goods and for the removal of all packaging material. If, during installation, Vendor damages any goods, then Vendor will replace those damaged items at no cost to the County.

Section 7.05 Final Acceptance

The County will make full acceptance of all deliverables when satisfactory performance, according to requirements described in the Contract documents and any negotiated modification, have been met and documentation delivery requirements have been satisfied.

The County will be the sole judge of whether or not the deliverables meet the requirements of the Contract.

If, in the County’s judgment, deliverables do not meet the requirements, Vendor will be required to make all corrections to the deliverables until the County, in its judgment, approves the deliverables. No payment will be made on any deliverable until the County accepts and approves the deliverable.

Section 7.06 Developed Material

All materials that have been prepared, written, created, or developed pursuant to the specifications in this Contract shall become the property of the County and may be returned only at the County’s discretion.

Furthermore, the County owns the entire title, right, and interest to said materials including the right to reproduce or distribute said material.

Section 7.07 Warranties

Unless otherwise stated, all supplies shall be new and unused and only when authorized by the County may recycled or refurbished products be used. All products shall carry manufacturer warranties. Vendor warrants all supplies to be free from defects in labor, material, and manufacturing and to be in compliance with the Contract specifications. The County reserves the right to request all warranty documentation. Vendor shall provide warranty information requests within seven (7) calendar days. Failure to provide requested reports within seven (7) calendar days, after notification, may be deemed a default.

Section 8 Contract Cancellation; Termination; Remedies

Section 8.01 Contract Cancellation

The County may cancel this Contract upon any one of the following events. The cancellation will be effective on the date delineated by County.

1. 30-Day Notice Termination

The County reserves the right to terminate the Contract by giving Vendor 30-days written notification. If this Contract is terminated for convenience, the County shall be liable only for payment under the payment provisions of the Contract for goods and services rendered before the effective date of termination.

2. Non-appropriations of Funds

This Contract is contingent upon the County budgeting and appropriating the funds on an annual basis necessary for the continuation of this Contract in any contract year. In the event that the funds necessary for the continuation of this Contract are not approved for expenditure in any year, this Contract shall terminate on the last day of the fiscal year in which funding was approved, without penalty to the County. The County will provide Vendor with written notification within 10 business days after being notified that the funding is no longer approved.

3. Cancellation for Failure to Retain Certification

Pursuant to the requirements as stated in the Contract, all certifications and/or registrations must be maintained for the life of the Contract. Failures to renew any certification(s) or the de-certification by certifying entity, may result in the immediate termination of the Contract.

4. Cancellation for Financial Instability

The County may cancel this Contract by written notice to Vendor if a petition in bankruptcy or similar proceeding has been filed by or against Vendor.

Section 8.02 Termination for Default

The County may, subject to the paragraphs below, by written notice of default to Vendor, terminate this Contract in whole or in part if Vendor:

a. Fails to deliver the supplies or to perform the services within the time specified in this Contract or any extension;

b. Fails to make progress, so as to endanger the performance of this Contract or services required under this Contract.

c. Violates any provision of this Contract:

1) The County may exercise its right to terminate this Contract under this section of the Contract if, after receipt of the notice from the County specifying the basis for the default, Vendor does not 1) provide the County with a plan to cure such failure and a timeframe of such cure, in writing, within 7 business days (or more if authorized in writing by the County) in a manner acceptable to the County, and 2) actually cure the default to the County’s satisfaction within a time described in the plan to cure, as approved by the County at County’s discretion, which shall not be longer than thirty days from receipt of notice unless specifically agreed by the County in writing.

2) If the County terminates this Contract in whole or in part for default under this Section 8.02, it may acquire, under the terms and in the manner, the County considers appropriate, supplies or services similar to those terminated, and Vendor will be liable to the County for any excess costs for those supplies or services. However, Vendor shall continue the work not terminated.

3) Force Majeure: Except for defaults of subcontractors at any tier, Vendor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of Vendor. Examples of such causes include

(1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of Vendor.

4) If failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of Vendor and subcontractor, and without fault or negligence of either, Vendor shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in sufficient time for Vendor to meet the required delivery schedule.

5) If, after termination, it is determined that Vendor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the County.

Section 9 Certifications and Affidavits

Section 9.01 Vendor’s Warranty against an Unresolved Finding for Recovery

Ohio Revised Code (O.R.C.) §9.24 prohibits the County from awarding a contract to any vendor against whom the Auditor of the State has issued a finding for recovery if the finding for recovery is “unresolved” at the time of the award. By Vendor’s signature hereto, Vendor warrants that it is not now, and will not become subject to an “unresolved” finding for recovery under O.R.C. §9.24, prior to the award of any contract, without notifying the County of such finding.

If, after the Contract is awarded, it is determined that an “unresolved” finding for recovery had been issued against Vendor prior to the award, the Contract shall be void. Vendor understands that Vendor shall be responsible to the County for any expenditure against the Contract.

Section 9.02 Suspension and Debarments

The County will not award a contract for goods or services, funded in whole or in part with federal funds, to a person or vendor who has been suspended or debarred from doing business with the State of Ohio or who appears on the Excluded Parties List in the System for Award Management (SAM) database at https://www.sam.gov/SAM/, or as may be amended.

Section 9.03 Legal Compliance https://www.sam.gov/SAM/

Vendor agrees to comply with all applicable local, state, and federal laws in the performance of the work pursuant to this Contract including applicable state and federal laws regarding drug-free workplaces. Vendor shall be required to accept full responsibility for payment of all taxes and insurance premiums including, but not limited to, Unemployment Compensation insurance premiums, all income tax deductions, Social Security deductions, and any other taxes or payroll deductions required for all employees engaged by Vendor in the performance of the work specified in this Contract.

Section 9.04 Workers’ Compensation Provision

Vendor shall be required to carry Workers’ Compensation Liability Insurance as required by Ohio law for any work to be performed within the state of Ohio, as applicable by law. Vendor will be required to provide said certificate within seven (7) calendar days of contract award to: Franklin County, Purchasing Department, 25th Floor, 373 S. High St., Columbus, OH 43215-6315 or via email.