9705A9CE-B76B-3514-2AB6D46F5013FD96.pdf

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

Purchasing Department Megan A. Perry-Balonier Director

INVITATION TO BID AND CONTRACT DOCUMENTS

FOR

INVITATION TO BID NUMBER: 2026-49-11

DATE AND TIME OF BID OPENING: June 23, 2026 at 2:00 P.M. EST

PROJECT NAME: Air Compressor System for Toxicology

This Invitation to Bid (ITB) is issued under the provisions of the Ohio Revised Code (ORC) Sections 307.86 to 307.92. All bids submitted in response to this ITB shall comply with Ohio law. The laws of the State of Ohio will govern any disputes arising under this ITB and subsequent contract.

SUMMARY OF PROJECT/BID

Franklin County Board of Commissioners is seeking bids for one (1) complete, factory-assembled, and factory-tested oil-free Hexaplex air compressor package suitable for laboratory medical/instrument-grade compressed air service. The Hexaplex system consists of six (6) independent 5 HP oil-free compressor pump-and-motor assemblies for a total installed capacity of 30 HP for the Franklin County Coroner’s Office. The vendor will be awarded a firm and fixed price contract upon approval by the Franklin County Board of Commissioners.

*LEGAL NAME OF COMPANY: _________________________________________

*ANY DBA NAME OF YOUR COMPANY: _________________________________________

NAME OF OFFICIAL: _________________________________________

**ORDER PLACEMENT/CONTACT NAME: _________________________________________

ADDRESS: _________________________________________

CITY, STATE, & ZIP: _________________________________________

TELEPHONE NUMBER: _________________________________________

FAX NUMBER: _________________________________________

EMAIL: _________________________________________

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CONTRACT SIGNATORY NAME: _________________________________________

CONTRACT SIGNATORY TITLE: _________________________________________

CONTRACT SIGNATORY EMAIL: _________________________________________

* This must be your company’s complete legal name as it appears on your W-9 Form.

** Order Placement/Contact Name is the party who will be the main point of contact for Franklin County regarding any and all questions pertaining to the Vendor’s Bid.

All contract terms, conditions, and specifications set forth in this bid document shall become part of the contract documents. Those submitting bids are reminded to return the entire Invitation to Bid with their submission to: Franklin County Purchasing Department, Attn: Marcus Grace, Bidding Coordinator, 373 South High Street, 25th Floor, Columbus, Ohio 43215-6315.

GENERAL INFORMATION

CERTIFICATE OF GOOD STANDING:

If Vendor’s company is incorporated or registered in the State of Ohio, we require a Certificate of Good Standing. If the Vendor’s company is not registered or incorporated in the State of Ohio, we require a Certificate of Good Standing from the State of your incorporation. To obtain an Ohio certificate of good standing, please visit:

https://bsportal.ohiosos.gov/OBCFiling/OrderCertificates.aspx

COMPLETING THE ADMINISTRATIVE REQUIREMENTS & CONTRACT TERMS & CONDITIONS:

1. Complete Section 11.05 Notices

• Print your Legal Company Name, Applicable Company Contact, Address, City/State/Zip, Telephone and Email Address;

2. Signature Page, under “Vendor” (bolded):

• Print your Legal Company Name, have the Authorized Person affix their Signature, and Print their name and date.

Please note that your legal business name on the Signature Page MUST be consistent throughout your bid on ALL documents including Affidavits, Appendixes, W-9 Form, Amendments and/or Clarifications and all other documents requiring your Company Name to be placed on the document. This must be your company’s complete legal name.

Vendors must submit their bid under their legal name and not under a trade name or fictitious name. If a DBA is used, Vendor must include the legal name as well. This information will be confirmed prior to a contract being awarded.

All Articles and Appendices listed below are hereby incorporated into and made a part of this Contract:

Administrative Requirements:

Section 1 – General Instructions Section 2 – Bid Requirements Section 3 – Pricing & Estimates

Contract Terms and Conditions:

Section 4 – Miscellaneous Terms Section 5 – Time of Performance Section 6 – Delivery Section 7 – Invoicing, Payment and Taxes

Section 8 – Contract Administration and Reports Section 9 – Contract Cancellation, Terminations, Remedies Section 10 – Certifications and Affidavits Section 11 – Special Considerations https://bsportal.ohiosos.gov/OBCFiling/OrderCertificates.aspx

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Appendixes:

Appendix A: Exhibits A-1, A-2, A-3 Appendix B – References Appendix C – Not applicable to this ITB

Appendix D – Bidder Deliverables Instructions & Checklist Appendix E – Pricing Forms Appendix F – Specifications W-9 Form

Any questions that arise during the preparation of bids concerning the content of the ITB shall be submitted, in writing, to Marcus Grace for this project:

Franklin County Purchasing Department Attn: Marcus Grace, Bidding Coordinator 373 S. High Street, 25th Floor Columbus, Ohio 43215-6315 Office: (614) 525-3750 Fax: (614) 525-3144 Email: marcus.grace@franklincountyohio.gov

BACKGROUND INFORMATION

Franklin County Board of Commissioners is seeking qualified bidders for one (1) complete, factory-assembled, and factory-tested oil-free Hexaplex air compressor package suitable for laboratory medical/instrument-grade compressed air service. The Hexaplex system consists of six (6) independent 5 HP oil-free compressor pump-and-motor assemblies for a total installed capacity of 30 HP. The system shall be delivered as a self-contained, integrated unit consisting of, at a minimum, the following major components:

• Six (6) oil-free air compressor pump-and-motor assemblies (Hexaplex), each 5 HP, 30 HP total

• Desiccant air dryer meeting ISO 8573-1:2010(E) Class 2 air quality

• 120-gallon ASME-coded compressed air receiver/storage tank

• Integrated dewpoint monitor with continuous display and alarm

• Interconnecting piping, valves, gauges, controls, and safety devices

• Vibration isolation and sound-attenuating enclosure or components

CALENDAR OF EVENTS

The schedule for the ITB is given below. Please note that dates are tentative and subject to change at the sole discretion of Franklin County, as necessary.

Key Dates Event

May 29, 2026 Invitation to Bid (ITB) notifications and ad placed for ITB. Bid instructions and documents are posted on Franklin County’s website for interested Vendors to retrieve. Inquiry process begins.

June 15, 2026 by 12:00 p.m. EST Vendor Question Deadline. (Q&A)

Questions should be submitted in writing to the attention of Marcus Grace at marcus.grace@franklincountyohio.gov to be considered for a response.

mailto:marcus.grace@franklincountyohio.gov mailto:marcus.grace@franklincountyohio.gov

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Key Dates Event

June 18, 2026 Answers provided to questions submitted are posted to the Franklin County Purchasing Department website in the form of a Clarification or Amendment.

June 23, 2026 BY 2:00 P.M. EST

Sealed bids are due to the Franklin County Purchasing Department at which time they will be publicly opened and read aloud.

Vendors should submit ONE (1) original hardcopy and (1) one electronic copy on a flash drive of all requested documents, including binding signatures by the due date or bid will be rejected.

July 7, 2026 Estimated start date of new contract

August 17, 2026 Must be installed by date

ADMINISTRATIVE REQUIREMENTS AND

CONTRACT TERMS AND CONDITIONS (CONTRACT)

Bidder shall complete Section 11.05 and Section 11.13 below.

Please note that your business name on the following Signature Page MUST be consistent throughout your bid on all documents including Affidavits, Appendixes, W-9 Form, Amendments and/or Clarifications and all other documents requiring your Company Name. This must be your company’s complete legal name, including all DBA’s. Vendors must submit their bid under their legal name and not under a trade name or fictitious name. If a DBA is used, Vendor must include the legal name as well.

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

ADMINISTRATIVE REQUIREMENTS

SECTION 1 GENERAL INSTRUCTIONS

Section 1.01 Entire Agreement; Parties to the Contract This Contract is the entire agreement between the Vendor (“Vendor”) and Franklin County (“County”) on behalf of the agency/agencies requesting the Contract as signed by the Franklin County Board of Commissioners.

Section 1.02 Reserved Section 1.03 Contract Agreement The final contract shall be a firm fixed price agreement between the County and the Vendor.

Section 1.04 Contract Components This Contract consists of the complete Invitation to Bid (ITB), including the Contract Terms and Conditions, the Bid Specifications and Conditions of Participation, the Pricing Response Form, all documents requiring Vendor’s signatures, any written amendments/addendums to the ITB, the Vendor’s complete competitive sealed bid, including signed required amendments and clarifications, and all supporting information and documentation submitted per the requirements of the ITB.

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Section 1.05 Specifications Franklin County may use any form of specification it determines to be in the best interest of the County and that best describes the goods or services to be purchased. Specification may be in the form of a design specification, a performance specification, or a combination thereof.

Section 1.06 Registration with Franklin County All Vendors interested in doing business with Franklin County should register with the County before the award of any contract. Vendors may register with Franklin County online at:

https://purchasing.franklincountyohio.gov/Businesses/Vendor-Registration, or in person Monday through Friday, 8:00 a.m. to 4:30 p.m., in the Franklin County Purchasing Department located on the 25th Floor, 373 South High Street, Columbus, Ohio, 43215-6315. Please note that when downloading bid opportunities from the Purchasing Department website, interested parties are prompted to register their company.

Section 1.07 Inquiry Process/Additional Information Any questions that arise during the preparation of bids concerning the content of the ITB shall be submitted in writing to the Franklin County Purchasing Department.

A deadline has been established for submittal of questions. Please refer to the Calendar of Events. Questions received after this date and time will not receive a response. Unauthorized contact with any Franklin County staff members, except through the inquiry process described herein, is strongly discouraged. This does not apply to communication during the review process if Franklin County initiates the communication.

Section 1.08 Oral Explanation Franklin County will not be bound by oral explanations or instructions given at any time during the competitive process or after the selection of the successful Vendor.

Section 1.09 Reserved Section 1.10 Compliance with Specifications and Terms and Conditions The County cannot accept on submitted bids any changes or markups to the ITB terms and conditions, the pricing response or bid form, nor is the County allowed to accept any additional agreements that were not part of the originally issued ITB documents. The County will make any changes to the ITB Terms and Conditions or specification through the issuance of amendments or clarifications during the question inquiry process. If a Vendor submits a bid with changes or mark-ups, or submits its own standard contract for signature, that bid will be determined to be non-responsive and will not receive further consideration.

Section 1.11 Conflict of Interest By submitting a bid, the Vendor and/or any people that may work through the Vendor, affirms there is no possible conflict of interest (e.g., employed by Franklin County, etc.). Franklin County reserves the right to reject a bid in which a conflict is disclosed or cancel the Contract if any interest is later discovered that could give the appearance of a conflict.

Section 1.12 Representations The Vendor warrants the accuracy of information submitted and acknowledges that Franklin County will rely on the Vendor’s information in making its selection and contracting with the successful organization(s).

SECTION 2 BID REQUIREMENTS

Section 2.01 Bid Opening Sealed bids are due by the date and time noted in the Calendar of Events. All sealed bids received after this time and date, for any reason, will be rejected. The time stamp in the Franklin County Purchasing Department will serve as the official record of the time and date that sealed bids are received and will be the sole factor in determining if bids are received in time to be considered. The opening of the sealed bids will take place at the https://purchasing.franklincountyohio.gov/Businesses/Vendor-Registration

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Franklin County Purchasing Office, 373 S. High Street, 25th Floor, Columbus, Ohio 43215-6315. The bid opening will be open to the public.

The County will conduct the public bid opening via Microsoft Teams or Zoom meeting platforms.

Below, please find the links and contact numbers for the Teams meeting for this bid opening:

Join Teams Meeting https://teams.microsoft.com/meet/256283869716641?p=hGK3qNj1BMKU2CI52j

Meeting ID: 256 283 869 716 641

Passcode: dz7Qa7KN

Need help? | System reference

Dial in by phone

+1 380-900-7428,,35223943# United States, Columbus Section 2.02 Pre-Bid Meeting None.

Section 2.03 Bid Preparation Costs The County will not be liable for any costs incurred by a Vendor prior to the award of any contract resulting from the bid. Total liability of the County is limited to terms and conditions of a resulting contract.

Section 2.04 Bid Instructions

1) Each bid must include sufficient data to allow for the verification of the total cost of the Vendor's ability to meet the ITB's requirements. All rates/fees should be provided as requested in the ITB. All bids must be signed and submitted by the Vendor. Expectations and related performance requirements addressed in the ITB Specifications should be specific to your business model proposed for Franklin County. Each bid must respond to every request for information in this document whether the request requires a simple "yes" or "no" or requires a detailed explanation. Do not refer to outside documentation or reference other responses when responding to the questions unless you are specifically directed to do so.

2) Franklin County requires clear and concise bids. Vendors should take care to completely answer questions and meet the ITB’s requirements. Each bid must contain all information requested in the ITB. A checklist has been provided in the ITB (Appendix D) as a tool for bidders’ use. However, it is ultimately the responsibility of the bidder to make sure they submit the required documents.

3) Please see the recommendations listed in Appendix D for Vendor’s when preparing their bid. Vendors will not staple, bind or place document hardcopy in 3-ring binder or GBC type binder. Documents may be secured by using paper clips, binder clips, or rubber bands to keep them orderly. This includes any amendments or addendums applicable to the bid. All hardcopy documents will be on 8.5-inch x 11-inch paper; brochures should be copied to the same format.

4) Each bid must be submitted in a SEALED envelope or similar containers with the submitting Bidder’s Company Name and Address, Bid Number and Bid Title CLEARLY MARKED on the exterior. If a Vendor uses an express mail or courier service, the Bid Number must be clearly marked on the express mail or courier envelope or must be enclosed in a sealed envelope inside the express mail or courier service envelope. A bid that is not properly and clearly marked and is inadvertently opened before the scheduled bid opening time may be disqualified without additional consideration. Samples are to be submitted in the same manner, if applicable – in a sealed envelope, clearly identified. Faxed and emailed submissions are not acceptable.

Section 2.05 When Bids May Be Delivered The Purchasing Department (“Purchasing”) must receive bids prior to the deadline in the Calendar of Events.

Sealed bids received after the specified date and time will be considered late and will not be opened. Sealed bids https://teams.microsoft.com/meet/256283869716641?p=hGK3qNj1BMKU2CI52j https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZDZhYTM0NTgtMzRkNC00NmJjLTg1NzYtY2I0NzdiMjUyZGFi%40thread.v2/0?context=%7b%22Tid%22%3a%2293c52ce1-0d75-4263-9ab9-9c287e289e18%22%2c%22Oid%22%3a%2206ca8d23-efcf-4fa2-96c3-516c6bb3e15d%22%7d tel:+13809007428,,35223943

ITB v 1.29.2026 Page 7 of 42 ITB 2026-49-11 v 0 received through the mail after the specified bid opening date and time will be returned to the Vendor unopened.

Purchasing does not accept bids with postage due. Sealed bids received through a courier service after the specified bid opening date and time will not be accepted from the courier service.

Purchasing receives bids during the hours of 8:00 a.m. through 4:30 p.m. Monday through Friday, except state observed holidays.

Section 2.06 Where Bids Must Be Delivered Bids must be delivered to:

Franklin County Purchasing Department Attention: ITB 2026-49-11 Air Compressor System for Toxicology 373 South High Street– 25th Floor Columbus, Ohio 43215-6315

Section 2.07 Clarifications, Amendments, and Addenda

1) If a Vendor discovers any inconsistencies, errors, or omissions in the Invitation to Bid, the Vendor should request clarification from the Franklin County Purchasing Department. Such requests will be made only in writing prior to the deadline noted in the Calendar of Events. No other form for submitting clarifications is acceptable.

2) Clarifications will be made no later than five (5) business days before the date of the bid opening, unless otherwise noted. Requests for clarification received after the deadline will not be considered unless the County ascertains that the answer to the clarification could result in a material change to the specification which could affect all bids.

3) During the bid process, Vendors may be furnished certain Amendments / Addenda / Clarifications covering changes to the ITB documents. Amendments / Addenda / Clarifications will be included in the ITB documents and will become a part of the Contract. Amendments / Addenda / Clarifications may be issued at any time preceding the ITB opening date. Franklin County reserves the right to postpone the bid opening for its convenience. Any answers provided by the County as an Amendment / Addendum or Clarification will be accessible to all Vendors. All Amendments /Addenda / Clarifications will be posted to the Franklin County Purchasing website under this ITB. Those interested in submitting a response to this ITB shall monitor that website for any Amendments/Addenda or Clarifications to assure complete compliance with specifications, terms and conditions.

4) Oral instructions, given before the opening of a bid or the award of a contract, will not be binding.

Section 2.08 Corrections before Bid Opening Prior to the bid opening, if a Vendor withdraws its bid and resubmits it with revisions, the revisions should be clearly identified and signed or initialed by the Vendor. The omission of a Vendor’s signature or initials to a modification may result in a bid being determined to be not responsive. Any corrections must be completed off the premises.

It is the responsibility of the Vendor to resubmit a corrected bid within the time constraints of the established ITB opening time and date. A corrected bid that is being resubmitted after the established ITB opening time and date shall be considered late and will not be accepted. Corrected bids received through the mail after the specified ITB opening date and time will be returned to the Vendor unopened.

Section 2.09 Corrections after Bid Opening

1) After the bid opening, Vendor may provide notice of a claim of right to withdraw its bid. Such notice must be made in writing filed with the County within two (2) business days after the conclusion of the ITB opening procedure (O.R.C. §9.31). Withdrawal of a bid after a bid opening exposes a Vendor to legal liability for sanctions, including costs for re-bid, or may result in a bid being awarded to the next lowest Vendor.

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2) When there are errors in multiplication or addition in a bid, the unit price quoted will be used for calculating the correct total bid. If the error is in the unit price, the bid will automatically be disqualified.

Section 2.10 Bids are Firm for 90-Days Unless stated otherwise, once opened all bids are irrevocable for ninety (90) days. Beyond ninety (90) days, Vendor will have the option to honor their bid or make a written request to withdraw their bid from consideration.

Section 2.11 Bid Rejections Ohio Revised Code §307.90 and §307.91 permits Franklin County to reject all bids and advertise for new bids on the required items, products, or services. Franklin County may reject any bid, in whole or in part, if any of the following circumstances are true:

1) Bids offer supplies or services that are not in compliance with the requirements, specifications, terms, or conditions stated in the Invitation to Bid.

2) Franklin County determines that awarding any item is not in the best interest of the County.

Franklin County reserves the right to reject any or all of the bids on any basis without disclosure of a reason. The failure to make such a disclosure will not result in the accrual of any right, claim, or cause of action by any unsuccessful vendor against Franklin County.

Section 2.12 Lowest and Best Vendor A Vendor is determined to be lowest and best if its bid offers the best cost and supply or service in comparison to all other Vendors as set forth in the Bid Review Process paragraph in the ITB. Franklin County reserves the right to award the contract to the Vendor that may have a higher price and by bid review best meets the County’s requirements.

Section 2.13 Bid Review Process The review process will consist of the following phases:

Phase 1 - Initial Review of Bid

Franklin County will review all bids for their format, completeness, and compliance.

Phase 2 - Review of Bid Documents

Franklin County will review each bid and the requirements according to the criteria contained in this part of the ITB. At any time during this phase, Franklin County may request clarifications from any Vendor under active consideration and may give any Vendor the opportunity to correct defects in its bid if Franklin County believes doing so does not result in an unfair advantage for the Vendor and it is in Franklin County’s interest to do so.

Bid Review Criteria

Franklin County’s determination of “lowest and best” offer may include but is not limited to the following factors (not ranked in any particular order of importance):

1) Price of services;

2) Capability of the Vendor to perform specifications;

3) Compliance to the specifications;

4) Background and availability to complete by the deadline; and

5) The experience of the Vendor.

This is intended to be an all or nothing bid, however, if it is in the best interest of Franklin County, the County reserves the right to award to multiple vendors, to reject all bids and re-bid, or not to make any award on an “all or none” basis. Bids are typically reviewed within 60 days.

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Section 2.14 Communication during Bid Review

1) During the bid review process, unless requested by County as part of the bid review process, any attempt on the part of the Vendor, the Vendor’s agent(s), or any party representing the Vendor, to submit correspondence that is determined by County to be an attempt to compromise the impartiality of the bid review or any party on the part of the Vendor, the Vendor’s agent(s), or any party representing the Vendor to communicate with any member of the County regarding the bid review process may be grounds for immediate disqualification of the Vendor. A determination to cease the bid review process or reverse an award determination will be at the sole discretion of the County.

2) County may request additional information to verify a Vendor’s responsiveness to the Invitation to Bid or to review a Vendor’s responsibility. If a Vendor does not provide the requested information, it may adversely impact County’s bid review of the Vendor’s responsiveness or responsibility.

Section 2.15 References Appendix B, please provide three references, including company names, addresses, telephone numbers, and persons to contact who can provide a reference for your company. Include length of time supplies or services have been provided for each reference. It is requested that the references provided can confirm your ability to provide the items specified in the quantities listed and to government entities or commercial companies the size and scope of Franklin County. Failure to provide three references may be annotated as a discrepancy during the bid review process.

SECTION 3 PRICING AND ESTIMATES

Section 3.01 Pricing The Pricing Form for this Invitation to Bid can be found in Appendix E. Please note that this ITB has released Appendix E Pricing Form in electronic format. After downloading the Excel Pricing Form spreadsheet, please type your responses and using the “Save as” feature, save a copy in original format (i.e, in excel, not PDF) onto the requested flash drive, to be submitted with your bid.

Section 3.02 Estimated Usage Unless otherwise stated, the usage indicated for each item(s) is to be considered as estimates only and should be considered as information relative to potential purchases that may be made from the Contract. Franklin County makes no representation or guarantee as to the actual amount of products, services or units to be purchased by Franklin County or any of the participating agencies or that any purchases will be made by the purchasing agencies.

In the event contracts are awarded to multiple Vendors, Franklin County reserves the right to allocate business to the various Vendors, at its sole discretion, based on its determination of operational needs. Customer preference will also be given strong consideration in the allocation of business among various Vendors.

Section 3.03 Samples Reserved

CONTRACT TERMS AND CONDITIONS

SECTION 4 MISCELLANEOUS TERMS

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 and for any transactions involving monies due the County, the Vendor agrees to serve as a fiduciary for purposes of this Contract. As an inducement to the County to enter into this Contract, Vendor represents and warrants the following to the County:

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(a) It (i) is 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 Agreement;

(iii) has all requisite power and authority to execute and deliver, and to perform all of its obligations under this Agreement.

(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:

(a) 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 to the County’s rights under this Contract.

(b) Give notice to the County, within ten (10) days of the 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;

(c) 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 proposes 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.

Vendor will discharge its obligations under the Contract with that level of reasonable care which a similarly situated provider would exercise under similar circumstances.

Section 4.03 Indemnification The Vendor shall assume the defense of, indemnify, and save harmless Franklin County and all Franklin County agencies, including public officials, and employees receiving supplies or services under this Contract from any and all claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities that may arise from the related 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.

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Section 4.04 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 submitting a bid, 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 arising out of the ITB, 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 the 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 4.05 Ethics/Conflicts of Interest All vendors 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 4.06 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 this 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. Prior to the effective date, Vendor must identify its subcontractors, suppliers, and joint ventures for performance of this Contract. Vendor must provide updates to its list of subcontractors, suppliers, and joint ventures during the term of 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 4.07 Consent to Assign Vendor agrees not to assign any of its rights under this Contract unless the County consents to the assignment in a 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 4.08 Record Keeping The Vendor will keep all financial records consistent with Generally Accepted Accounting Principles (GAAP) during the period covered by the Contract and is required to provide the Franklin County Purchasing Department, Franklin County Board of Commissioners, or their designated representative, authorized representatives (for the Vendor), and any person or agency instrumentally involved in providing financial support for the contract work access and right to examine any books, documents, papers, or records related to this contract. Claims documentation may be reviewed through a formal audit and are not subject to the work access requirements set forth in this paragraph.

Section 4.09 Insurance Requirements

ALL INSURANCE COMPANIES PROVIDING COVERAGE SHALL BE LICENSED TO DO

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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 with Vendors response. The Franklin County Board of Commissioners must be identified as additional insured, project name, and the ITB number must be included on the Certificate of Insurance. If there is any change in the 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 $5,000,000 single limit occurrence and $5,000,000 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, the Vendor, and any agent of the Vendor, at its sole cost and expense, shall maintain the required insurance coverage as described in the Contract. County may require the 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 a default.

Section 4.10 Governing Law/Venue This Contract shall be governed by the laws of the State of Ohio (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect and performance. All actions regarding this Contract shall be forumed and venued in the Court of Common Pleas Civil Division located in Franklin County, Ohio and the parties hereby consent to the jurisdiction of such court.

Section 4.11 Performance Bond Requirements Reserved

SECTION 5 TIME OF PERFORMANCE

Section 5.01 Time of Contract

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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 9.02.

Section 5.02 Contract Extension and Price Increase Reserved

Section 5.03 Contract Extension at the End of Any Contract or Extension Period The Contract may only be extended for up-to 90 days, at the option of the County, to allow for a new procurement process to select a vendor for the services, or the completion of any outstanding deliverables under this Contract with approval of the awarding agency. Any such extension shall be in accordance with the terms and conditions of this Contract. After 90 days, the Contract is considered expired, and no further work can be started or completed. Any work completed after the 90-day extension expires shall not be paid for by the County.

SECTION 6 DELIVERY

Section 6.01 F.O.B. – Destination Vendor must provide supplies or services under this Contract F.O.B. – Destination. The place of delivery will be specified by the participating agency on the agency’s purchase order or other ordering document. Freight will be prepaid and will be documented on the delivery invoice.

Section 6.02 Delivery of Goods or Services The Vendor is required to provide the goods or services agreed to under the Contract. If, during the course of the Contract, the Vendor changes suppliers, the County will require that the Contract be completed at the agreed to pricing and delivery requirements. Failure of the Vendor to provide the required goods and services will be considered a breach of the Contract and the County may exercise its rights under Section 9.02.

If Vendor is not able to deliver the supplies or services on the date and time specified by the participating agency or political subdivision on the order document, the Vendor must coordinate an acceptable date and time for delivery. If the Vendor is not able to or does not provide the supplies or services to a participating agency by the date and time provided / requested or by the date and time later agreed upon, the County may obtain any remedy authorized under this Contract or by law.

Section 6.03 Minimum Orders Unless stated otherwise, no minimum order limits are authorized. The Vendor will utilize the most economical and expeditious method for proper delivery of items. If authorized by the Contract, a delivery fee may be applied for expedited delivery (e.g. over-night, air, etc.) and will be noted in the Contract at the time of execution. Do not supply such fees if they are not noted in the executed Contract.

SECTION 7 INVOICING, PAYMENT AND TAXES

Section 7.01 Standard Invoice and Payment Reserved

Section 7.02 Payment Due Date The County normally 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 7.03 Taxes

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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. A tax-exempt certificate will be provided to the Vendor upon Vendor’s request.

SECTION 8 CONTRACT ADMINISTRATION AND REPORTS

Section 8.01 Contract Administration Reserved

Section 8.02 Out of Scope Work 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 person 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 approved by the Franklin County Board of Commissioners, who have the sole authority to modify the contract. Approval of a contract modification under this section by the Franklin County Board of Commissioners shall be at their sole and complete discretion. If Vendor knowingly performs work that is out of scope and does so without the proper written authorization from the Franklin County Board of Commissioners may 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 8.03 Usage Reports At no cost to the County, Vendor shall be required to provide quarterly, bi-annual, or annual usage reports as requested by the Franklin County Purchasing Department. The report will include information as to purchasing activity under the Contract by all participating agencies within Franklin County and all outside entities utilizing the Contract. Report topics will include, but will not be limited to; agency name, account code, item descriptions, quantity, dollar value, aggregate sale to each agency, and other information such as requested by County. Electronic media is the preferred method for these reports. Failure to provide requested reports within seven (7) calendar days, after notification, may be deemed as default.

Section 8.04 Quality Assurance Vendor is responsible for the quality of the goods sold to Franklin 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.

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

Section 8.05 Warranties Unless otherwise stated, all supplies shall be new and unused and only when authorized, recycled or refurbished products. 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 as default.

Section 8.06 Returned Goods Policy The County will apply the following Return Goods Policy on all purchasing made under the Contract. Vendor acknowledges to have read, understands and agrees to this Policy:

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1) When due to Vendor error (i.e. over shipment, defective merchandise, unapproved substitutions, etc.)

return goods shall be returned to the Vendor, at Vendor’s expense. Vendor shall make arrangements to remove the return goods from the ordering agency premises within seven (7) calendar days after notification.

Vendor shall not apply any restocking or other charges to the agency. At the option of the ordering agency, replacement items may be accepted and will be shipped within seven (7) calendar days of notification. Failure of Vendor to arrange for return of the items within the specified time will result in the items being deemed abandoned property and the ordering agency will dispose of it accordingly.

2) For orders of custom manufactured items, Vendor will provide a production sample of the item to the ordering agency for acceptance. The production sample will be identical to the item to be provided. The ordering agency will provide written acceptance of the item prior-to Vendor continuing the production. Once delivery and acceptance has been completed and the ordering agency determines for any reason that any remaining quantities will not be used, the agency may request the return of custom manufactured items. Acceptance of return of custom manufactured items will be at the option of Vendor. If Vendor agrees to the return of these items, the agency will be responsible for all costs associated with packaging, shipment, and transportation, to include the original shipment to the agency and subsequent return of goods to the location designated by Vendor. Vendor may assess restocking fees that are equivalent to restocking fees that are normally assessed to other customers or as published by Vendor. Failure of Vendor to provide a production sample(s) and obtain written approval from the ordering agency will result in Vendor bearing all responsibility and costs associated with the return of goods.

3) Return goods of regular catalog stock merchandise, when due to agency error (i.e. over purchase, discontinued use, inventory reduction, etc.) will be accepted by Vendor if notice is given by the agency within two

(2) calendar months of delivery and acceptance. All items to be returned must be unused and in their original containers and in suitable condition for resale. The ordering agency will be responsible for all transportation costs associated with both the original shipment and the subsequent return of the items to the location designated by Vendor. Vendor may assess restocking fees that are equivalent to restocking fees that are normally assessed to other customers or as published by Vendor. Return of regular stock catalog merchandise, when delivery and acceptance exceed two (2) months will be the option of Vendor.

4) Product Recall: In the event product delivered has been recalled, seized, or embargoed and / or has been determined to be misbranded, adulterated, or found to be unfit for human consumption by the packer, processor, manufacturer or by any State or Federal regulatory agency, Vendor shall be responsible to notify the buying agency within two (2) business days.