549-26.pdf

Rev. 05/27/2025 1

Ohio Department of Transportation

Request for Proposal No. 549-26 Wireless Emergency Alert Services

1 Proposal Purpose

As part of the response, the Proposer should provide an introduction of their company and services in addition to demonstrating that they understand the Proposal Purpose.

This section will be included in proposal scoring.

1.1 Background

The Ohio Department of Transportation (hereinafter “ODOT”), in partnership with the Ohio Turnpike Infrastructure Commission (hereinafter “OTIC”), and other state agencies (hereinafter collectively “the State”), seeks to procure an emergency alerting service system (hereinafter “service”) for use during catastrophic transportation incidents and other emergencies via IPAWS Wireless Emergency Alerts (hereinafter WEA). These messages would include life-threatening situations where motorists are stuck on the road or approaching a major incident. The State seeks to deliver information to cellular phones in and immediately approaching the affected area. The motorists should then be able to voluntarily subscribe to the event thread for updates, with the ability to easily opt-out, and the system should enable a method of two-way communication, not intended to replace the functionality of 911, via website, text messaging and /or phone messaging.

1.2 Intent

The State’s objective is to enable a method of two-way communication to affected persons within a localized and customizable area drawn in the service map, where means of communicating to the traveling public could be limited (like rural areas). The service will allow the State to broadcast more traveler information/emergency notifications during critical events for the purpose of generating better situational awareness, to better manage the incident, respond appropriately, divert travelers out of the affected areas, and improve overall safety for those affected, and those approaching the incident.

In addition to the need for emergency alerting to travelers along roadways, ODOT also requires the ability to notify employees and visitors of their facilities to emergency situations that may arise utilizing

WEA.

2 Scope of Work & Requirements

2.1 Service Requirements

The Proposer shall provide a service that meets the following minimum requirements, or the proposal shall be considered non-responsive:

2.1.1 Be a web-based service to deliver IPAWS Wireless Emergency Alert message;

2.1.2 be map based where the target messaging areas are bound by a polygon drawn on the map;

2.1.3 Provide a map configured to Ohio’s state highway system;

2.1.4 Disseminate WEA messages to participating cellular carriers inside the polygon on and off the state highway system, including ODOT facilities;

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2.1.5 Have a workflow and notification system to allow proposed WEA Alerts to be reviewed and approved through ODOT Traffic Management Center (TMC) Management via a secure process before being transmitted;

2.1.6 Generate a method of two-way communication between the alert originator and the message recipients via website, text messaging, and phone messaging, in addition to the ability to generate a WEA alert without activating two-way communication;

2.1.7 Allow recipients to receive updated alerts and messaging from the originator upon subscribing to that incident thread;

2.1.8 Allow alert recipients to easily opt-out of subscribed alerts;

2.1.9 Send information of alerts to Drivewyze, a third-party commercial vehicle alerting system, through integration with the platform;

2.1.10 Provide basic reporting of the events, communications, and timestamps;

2.1.11 Allow for export of event reporting via pdf format;

2.1.12 Have, at minimum, a live production environment, and a test/simulated environment integrated amongst all the state’s participating agencies.

2.1.13 Have a live service currently in operation sending the alerts described in Section 2.1.1;

2.1.14 Be able to provide all of the above services at the beginning of the contract without the need for any development or configuration.

This section will be included in proposal scoring.

2.2 Technical Support & Maintenance

The Proposer shall provide technical support to all Ohio account holders that are approved to use the system proposed in this RFP. The Proposer shall describe how technical support will be provided as part of this contract. Additionally, the Proposer shall meet the following requirements:

2.2.1 The Proposer shall name and assign a dedicated Project Manager to act as a single point of contact to the State’s Project Manager. Proposer’s Project Manager shall be replaced upon request of the State with or without cause;

2.2.2 Routine maintenance shall be scheduled with at least a seven-day notice to the State’s Project Manager.

This section will be included in proposal scoring.

2.3 Training

The Proposer shall provide information with their RFP response describing their offered training. The following are required at a minimum:

2.3.1 Provide hands-on training to users at a minimum of once per calendar year. The training schedule for the initial rollout, shall be mutually agreed upon by the Parties and videos of the training shall be available for new hires.

2.3.2 Provide a library of functional one-page user reference guide job aids.

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This section will be included in proposal scoring.

3 Qualifications & Experience

The Proposers shall include a description of their qualifications, experience and any other reasons why they believe they are the most qualified to provide the services described in this RFP. Additionally, the Proposer shall meet the following requirements:

3.1.1 Be approved and listed on FEMA’s July 2025 list of “Alert Origination Software Providers who voluntarily demonstrated their IPAWS capabilities.” List of Alert Origination Software Providers (AOSP) With IPAWS;

3.1.2 Have successfully deployed their system to another agency similar in size and scope.

This section will be included in proposal scoring.

4 Contract Information

4.1 Duration

The contract shall expire on June 30, 2027 at 11:59 pm. Both parties may mutually agree to extend the contract two times for one year each.

4.2 Pricing

The price must include all overhead, devices, labor, equipment, materials and any incidentals necessary to meet or exceed the bid requirements.

The price provided by the Proposer shall be all inclusive including technical support, training and shall include all updates to the platform. No additional compensation will be provided above the yearly price offered by the Proposer.

This section will be included in proposal scoring.

4.3 Deductions

ODOT will impose a deduction of 1/30th of the monthly service fee for each day for any and all unscheduled outages that are no fault of the State, at the discretion of the State’s Project Manager.

5 Proposal Submission Requirements

5.1 Delivery of Documents

All information must be submitted through Ohio Buys. The proposal must be prepared and submitted in accordance with instructions found in this section and must be received by the State no later than 1:00 PM (Eastern), Tuesday, October 21, 2025. Proposals received after this date and time will not be reviewed. Material mailed or submitted separately from the proposal packet will not be accepted or added to the proposal by ODOT staff.

All materials submitted in accordance with this solicitation become the property of the State of Ohio and shall not be returned. All materials submitted in accordance with this solicitation shall remain confidential until Successful Proposer(s) are selected after Phase II at which time all submitted https://www.fema.gov/sites/default/files/documents/fema_list_of_alert_origination_software_providers_aosp_with_ipaws_capabilities.pdf https://www.fema.gov/sites/default/files/documents/fema_list_of_alert_origination_software_providers_aosp_with_ipaws_capabilities.pdf

Rev. 05/27/2025 4 information becomes part of the public record.

The Ohio Supreme Court has established six factors it uses to determine whether something warrants trade secret protection:

1. The extent to which the information is known outside the business.

2. The extent to which it is known to those inside the business, i.e., by the employees.

3. The precautions taken by the holder of the trade secret to guard the secrecy of the information.

4. The savings affected and the value to the holder in having the information as against competitors.

5. The amount of effort or money spent on obtaining and developing the information.

6. The amount of time and expense it would take for others to acquire and duplicate the information.

Proprietary information that should be protected from public disclosure should be clearly indicated by vendor, citing its position on legal protection cited under Ohio law.

5.2 Inquiries

All inquiries must be submitted through OhioBuys. Pre-proposal questions must be received no later than 1:00 PM (Eastern) the Thursday prior to the scheduled opening date. An addendum being issued is dependent upon the information received and the impact on the competitive bidding process.

Proposers are NOT to contact any other ODOT office, including District offices, for responses to pre-bid questions.

5.3 Proposal Response

The RFP Proposal response must contain information on how the Proposer intends to perform the services and an acknowledgement of understanding of the services, terms, and requirements outlined in this RFP. Omission of required information may render a Proposer unresponsive.

Incomplete responses may result in the loss of points. The selected Proposer will become the Vendor of record with ODOT. The State of Ohio is not responsible for legal agreements.

6 Demonstration Period

A Demonstration Period will be performed by the conditionally selected Proposer, upon ODOT request.

The Demonstration Period will provide an opportunity to show the Proposer’s solution can successfully send Wireless Emergency Alerts for both Transportation use cases and for emergency alerting at ODOT Facilities.

The goals of the Demonstration Period shall be to evaluate technical capabilities of the Proposer’s data

Rev. 05/27/2025 5 services to ensure all RFP requirements are met and to demonstrate how the Wireless Emergency Alert service solution meets ODOT’s business needs.

The timeline for the Demonstration Period may have a duration of up to several weeks. At the conclusion of the Demonstration Period, ODOT will conduct a final evaluation of the Proposer’s technical capabilities and proposed solution. Based upon the results of this evaluation, ODOT may opt to make the selection final. Alternatively, based upon the results of the evaluation, if in the sole opinion of the Department the Proposer’s solution does not fit the Department’s needs and/or the Proposer’s solution does not conform to the requirements of this RFP or their provided responses, ODOT may opt to continue the selection process with the next best scoring Proposer. After the completion of the Demonstration Period, any data collected from the Proposer as well as any documentation completed by the Proposer during the Demonstration Period, shall be retained by ODOT.

7 Proposal Scoring

7.1 Scoring of Technical Proposal

Proposals must demonstrate that the selected Proposer has the capability to successfully perform the services required.

Proposals will be collectively scored by a Proposal Review Team appointed by ODOT. For each of the evaluation categories given below, reviewers will collectively judge whether the proposal does not meet, partially meets, meets, or exceeds each criterion, and assign the appropriate point value. The scoring definitions are as follows:

TABLE 1: SCORING EVALUATION DEFINITIONS

The scoring is by consensus and one official score sheet will be completed for each proposal that is scored.

A proposal’s total technical score will be the sum of the point values for all the evaluation categories.

TABLE 2: TECHNICAL PROPOSAL SCORE SHEET 549-26

Category Weight DNM Partial Meets Exceeds Score

1. Introduction/Understanding of Proposal Purpose 15

2.1 Service Requirements 50

2.2 Technical Support & Maintenance 5

2.3 Training 10

3. Qualifications & Experience 20

Evaluation Definition Value Does Not Meet (DNM) A particular requirement was not addressed in the response 0 Partially Meets Response demonstrates some attempt at meeting the requirements, but that attempt falls below acceptable level

Meets Response fulfills the requirements in all material respects, potentially with only minor, non-substantial deviation

Exceeds Response fulfills the requirements in all material respects, and offers, at the sole discretion of the Department, some additional level of quality in excess of expectations

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Total 100

Max Points = 1000

7.2 Scoring of Cost Proposal

The cost proposal will be reviewed by the Proposal Review Team. The total of the monthly cost proposal will be divided by the Proposer’s final technical proposal score. This compares the cost with the quality of the technical proposal, which will provide an average cost-per-quality point earned on the technical proposal.

ODOT may, at its sole discretion, negotiate with all technically qualifying vendors for a revised cost proposal. Vendors may then:

1. submit one last and best offer;

2. request that ODOT view its original cost proposal as its last and best offer; or,

3. may formally withdraw from further consideration.

The vendor shall formally indicate its choice according to directions provided by ODOT at that time.

Upon receipt of all last and best offers, ODOT will then consider those vendors’ revised cost proposals.

TABLE 3: PRICING SHEET 549-26

Service Cost Billing Frequency

Wireless Emergency Alerts System

ODOT Facilities Module

7.3 Final Score

Cost per Quality Point = (Proposer’s Total Submitted Monthly Cost/ Total Technical Score)

The Technical Proposal with the lowest cost per quality point will be conditionally selected, pending successful Demonstration Period. Based upon the results of the Demonstration Period, ODOT may opt to make the selection final, or may opt to continue the selection process with the Proposer with the next lowest cost per quality point.

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STANDARD TERMS & CONDITIONS

I. GLOSSARY

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

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

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

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

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

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

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

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

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

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

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

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

K. MBE OR EDGE CERTIFIED: MBE means Minority Business Enterprise and EDGE means Encouraging Diversity, Growth and Equity.

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

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

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

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

Rev. 05/27/2025 8 or services. "Purchase" also includes all functions that pertain to the obtaining of goods or services, including description of requirements, selection, and solicitation of sources, preparation, and award of contracts, all phases of contract administration, receipt and acceptance of the goods and services, and financial consideration for the goods and services by either a state agency or a third party.

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

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

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

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

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

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

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

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

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

Confidential Data includes, but is not limited to:

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

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

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

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

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

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

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

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

Equipment may include vendor owned equipment billed at a specified rate or costs associated with rental of equipment specific to the contract.

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

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

II. QUOTE/BID RESPONSE REQUIREMENTS

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

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

C. SPECIFICATIONS: ODOT is authorized to prepare specifications to obtain goods, products, and services.

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

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

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

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

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

Rev. 05/27/2025 10 basis or by group. Vendors must ensure that unit prices are accurately provided for all items; the use of ditto marks, arrows, or other markings in lieu of entering actual unit prices may result in the offer being deemed non-responsive. Lot prices entered in the unit price area shall be considered as the unit price unless clearly labeled otherwise.

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

Any digits beyond the second decimal place will be disregarded and not used for rounding purposes in the evaluation or payment thereof.

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

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

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

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

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

2. Evidence of collusion among Vendors.

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

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

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

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

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

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

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III. REGULATORY CONTRACT REQUIREMENTS

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

B. APPROPRIATION OF FUNDS. Pursuant to Article II, Section 22 of the Ohio Constitution, ODOT’s funds are contingent upon the availability of lawful appropriations. If the General Assembly or any third party who is providing funding fails at any time to continue funding for the payments or any other obligations due by ODOT under this Contract, ODOT will be released from its obligations on the date funding expires. If appropriations are approved, ODOT may continue this Contract past the current biennium by issuing written notice of continuation to the Contractor. Any obligations of ODOT are subject to Section 126.07 of the Ohio Revised Code. The current General Assembly cannot commit a future General Assembly to a future expenditure.

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

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

3517.13 of the Ohio Revised Code.

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

E. CONFLICT OF INTEREST/ETHICS. The Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Contract are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws including but not limited to Chapter 102 and Sections 2921.42 and

2921.43 of the Ohio Revised Code. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws or otherwise presents a conflict of interest.

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

ODOT utilizes a variety of methods for establishing contracts for goods, products, and services which include competitive sealed bidding, competitive sealed proposals, direct purchases, reverse auction, multiple award contracts and request for quotes.

Processes for implementing these methods have been developed to ensure fair and equal treatment of all vendors participating in the purchasing activity. Any vendor that attempts to influence the evaluation and/or award of a contract either directly or through an outside agent or representative will be disqualified and will not be able to participate in the purchasing activity. In addition, a vendor who attempts to influence an evaluation or award will be subject to penalties set forth by law up to and including debarment from doing business with ODOT and/or the state of Ohio.

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

F. TRADE. The Contractor warrants that the Contractor is not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised Code. If the warranty is false on the date the parties signed this Contract, the Contract is void ab initio, and the Contractor shall immediately repay any funds paid under this Contract.

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

H. DRUG FREE WORKPLACE. The Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Contractor employees, while working on ODOT property or performing work on behalf of ODOT, will not purchase, transfer, use, be

Rev. 05/27/2025 12 under the influence of, or possess illegal drugs, non-medical cannabis (recreational marijuana), or alcohol, or abuse prescription drugs or medical marijuana in any way.

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

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

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

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company and are prohibited from permitting State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely in a location governed or controlled by the Russian Federation, Russian companies, or Russian institutions. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

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

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

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

Contractor acknowledges and agrees that any individual providing personal services under this Contract is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Contractor is a “business entity” as that term is defined in Section

145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business”), Contractor shall have any individual performing services under the Contract complete and submit to the Ordering Agency the Independent Contractor/Worker Acknowledgement form, available at https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf.

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

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

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

2. A foreign corporation, not incorporated under the laws of the State of Ohio, but is registered with the Ohio

Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised Code, as applicable; or

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

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

Rev. 05/27/2025 13

N. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, ODOT is exempt from sales tax. Pursuant to Section 5741.02(C) of the Ohio Revised Code, the State is exempt from use tax.

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

The State of Ohio does not acquire goods or services that cannot be imported lawfully into the United States or transact business with any entity or individual subject to financial sanctions imposed by the United States. The Contractor certifies that it, its subcontractors, and any agent of the Contractor or its subcontractors, will acquire any goods or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S.

Department of Treasury’s Office of Foreign Assets Control. A list of those entities and individuals subject to sanctions can be found at https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked- persons-list-sdn-human-readable-lists. These sanctions generally preclude most transactions involving Cuba, Iran, and Sudan, and most imports from Burma or North Korea.

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

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

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

IV. CONTRACT CONSTRUCTION

A. TERM OF CONTRACT. The effective date of the Contract is the effective date stated in the Contract or the date the Contract is fully executed, whichever is later. The Contract will remain in effect until the earliest of:

(1) the ending date stated in the Contract; (2) the Contract is fully performed by both parties; (3) the Contract is canceled or terminated; or (4) the Contract expires at the end of a biennium unless continued by ODOT. Notwithstanding the foregoing, the expiration or early termination of this Contract will not limit the Contractor’s continuing obligations with respect to Deliverables that the State paid for or ordered before the expiration or termination, or limit ODOT’s rights in such, including any warran ty services, licensed material, paid subscriptions, the support or maintenance thereof, or other services.

This Contract may be renewed upon satisfactory performance of activities hereunder, appropriation of funds by the Ohio General Assembly, and at the sole discretion of ODOT. ODOT will issue a notice to the Contractor if ODOT decides to renew this Contract.

The Contractor shall not obligate resources in anticipation of a renewal until notice is provided.

B. CONTRACT AMENDMENTS / WAIVER.

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

Further, no “click-through,” “shrink-wrap,” “browse-wrap,” or other terms that have not been specifically negotiated by the Contractor and ODOT, whether before, on, or after the date of this Contract, will be effective to add or modify the terms of this Contract, regardless of any party’s “acceptance” of those terms https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists

Rev. 05/27/2025 14 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…