Addendum to Bid Quote Base Template (Federal Funds_Less than 25K)_Rev. 2022 03 14 (10).docx

Addendum to the Type of Document of Counterparty Name for ODNR Legal Contract ID #

ADDENDUM TO THE

TYPE OF DOCUMENT OF

COUNTERPARTY

FOR THE OHIO DEPARTMENT OF NATURAL RESOURCES

To the extent allowed by the laws of the State of Ohio and subject to the additional terms and conditions set forth below, the OHIO DEPARTMENT OF NATURAL RESOURCES (“ODNR”), acting through its DIVISION/OFFICE OF DIVISION/OFFICE NAME, agrees to the terms and conditions set forth in the Type of Document submitted by NAME OF COUNTERPARTY of Street Address, City, State ZIP (“Contractor”) (attached to this Addendum as Exhibit A). Additionally, the Contractor and ODNR agree that the following terms and conditions shall be incorporated into and form a part of the Type of Document. This Addendum and the Type of Document in combination shall be referred to as the “Agreement.” Comment by Reed, Brittnie: Don’t forget to label the winning bid/quote as “Exhibit A” and upload it to OnBase as its own, separate “Contract Exhibit” document type.

Expenditures for this Agreement are partially or fully funded by federal funds. ODNR received a federal grant under the terms and conditions of a Name of the Federal Award, awarded through Name of the Federal Awarding Agency. This grant is identified by Federal Award Identification Number (FAIN) ##############, which became effective on Effective Date, with a total award amount of $###,###,###.##, and an approved indirect rate of 0%. This grant is made under Catalogue of Federal Domestic Assistance Number CDFA # CFDA Title. Comment by Reed, Brittnie: Change, as the case may be, and include if the de minimis rate is charged per section 200.414 indirect f&a costs.

1. Payment.

A. The total amount to be paid by ODNR to the Contractor under this Agreement shall in no event exceed the sum of $###,###,###.##.

B. Payments under this Agreement shall be due on the 30th calendar day after the later of: (1) the date of actual receipt of a proper invoice in the office designated to receive the invoice, or (2) the date equipment, materials, goods, supplies, or services are accepted in accordance with the terms of this Agreement. The date of the warrant issued in payment shall be considered the date payment is made.

C. Invoices shall be submitted to the office of Ohio Shared Services via email to invoices@ohio.gov, by fax to 614-485-1039, or by mail to Ohio Shared Services, P.O. Box 182880, Columbus, Ohio 43218-2880. Invoices must include all information required by the purchase order to be processed. Incomplete invoices may be returned unprocessed, delaying payment.

D. Ohio Revised Code (“R.C.”) § 126.30 may be applicable to this Agreement and, if so, requires payment of interest on overdue payments for all proper invoices. The interest charge shall be at a rate per calendar month which equals one-twelfth of the rate per annum prescribed by R.C. § 5703.47.

2. Non-Appropriation. Performance by ODNR under this Agreement may be dependent upon the appropriation of funds by the Ohio General Assembly. Therefore, in accordance with R.C. § 126.07, it is understood that ODNR’s payments are contingent on the availability of such lawful appropriations by the Ohio General Assembly. If the Ohio General Assembly fails at any time to continue funding for the payments due hereunder, this Agreement is hereby terminated as of the date that the funding expires without further obligation of ODNR.

3. Term. This Agreement shall be effective as of the date on which it is signed by ODNR. Notwithstanding any renewals, automatic or otherwise, provided in the attached Agreement, this Agreement shall terminate as of, and shall not extend beyond End Date of Biennium. Any renewals of this Agreement beyond the current term shall be by separate addendum.

4. Compliance with Laws. Contractor, in the execution of its duties and obligations under this Agreement, agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances.

5. Taxes. ODNR is exempt from federal excise taxes and all state and local taxes, unless otherwise provided herein. ODNR does not agree to pay any taxes on commodities, goods, or services acquired from any Contractor.

6. Interest. R.C. § 126.30 may be applicable to this Agreement and, if so, requires payment of interest on overdue payments for all proper invoices. The interest charge shall be at a rate per calendar month which equals one-twelfth of the rate per annum prescribed by R.C. § 5703.47.

7. Insurance. The State of Ohio is self-insured.

8. Nondiscrimination in Employment. Pursuant to R.C. § 125.111 and ODNR policy, Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor, shall not discriminate, by reason of race, color, religion, sex, sexual orientation, age, disability, military status as defined in R.C. § 4112.01, national origin, or ancestry against any citizen of this state in the employment of any person qualified and available to perform the activities. Contractor further agrees that any subcontractor, and any person acting on behalf of Contractor or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of the activities on account of race, color, religion, sex, sexual orientation, age, disability, military status, national origin, or ancestry.

Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, age, sex, sexual orientation, handicap, or any disability. Contractor shall cooperate with the state Equal Employment Opportunity Coordinator, with any other official or agency of the state or federal Government which seeks to eliminate unlawful employment discrimination, and with all other state and federal efforts to assure equal employment practices under the Agreement, and Contractor shall comply promptly with all requests and directions from the State of Ohio or any of its officials and agencies in this regard.

9. Use of MBE and EDGE Vendors. Revised Code § 125.081 requires state agencies to set aside purchases for Minority Business Enterprises (“MBE”) and Executive Order 2008-13S encourages use of Encouraging Diversity, Growth and Equity (“EDGE”) businesses. ODNR encourages Contractor to purchase goods and services from Ohio-certified MBE and EDGE vendors.

10. Governing Law. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio. To the extent that ODNR is a party to any litigation arising out of, or relating in any way to, this Agreement or the performance thereunder, such an action shall be brought only in a court of competent jurisdiction in Franklin County, Ohio.

11. Drug-free Workplace. Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace.

12. Research and Development. Funds shall not be used for research and development.

13. Ohio Ethics Law. The Contractor certifies that it: (i) has reviewed and understands the Ohio ethics and conflict of interest laws as found in Ohio Revised Code Chapter 102 and in Ohio Revised Code Sections 2921.42 and 2921.43, and (ii) will take no action inconsistent with those laws. The Contractor understands that failure to comply with Ohio’s ethics and conflict of interest laws is grounds for termination of this Agreement and may result in the loss of other contracts or grants with the State of Ohio.

14. Ohio Election Law. Contractor affirms that it is compliant with R.C. § 3517.13.

15. Workers’ Compensation. Contractor shall provide its own workers’ compensation coverage throughout the duration of this Agreement and any extensions thereof. ODNR is hereby released from any and all liability for injury received by the Contractor, its employees, agents, or subcontractors, while performing tasks, duties, work, or responsibilities as set forth in this Agreement.

16. Indemnification and Hold Harmless. Any provisions requiring ODNR to indemnify and/or hold harmless or pay attorney’s fees to the Contractor do not meet the requirements of state law and shall be considered stricken.

17. Findings for Recovery. Contractor represents and warrants that it is not subject to a finding for recovery under R.C. § 9.24, or that it has taken appropriate remedial steps required under R.C. § 9.24 or otherwise qualifies under that section. Contractor agrees that if this representation or warranty is deemed to be false, this Agreement shall be void ab initio as between the parties to this Agreement, and any funds paid by ODNR hereunder shall be immediately repaid to ODNR, or an action for recovery may be immediately commenced by ODNR for recovery of said funds.

18. Debarment and Suspension. Contractor shall immediately inform ODNR if it or any of its principals is presently excluded, debarred, or suspended from entering into covered transactions with the federal government or entities according to the terms of 2 CFR Part 180. If Contractor or any of its principals receive a transmittal letter or other official federal notice of debarment or suspension, it shall promptly notify ODNR. This applies whether the exclusion, debarment, or suspension is voluntary or involuntary. Contractor certifies that it is not debarred from consideration for contract awards by the State of Ohio under R.C. §§ 153.02, 125.25, or 5513.06. If this certification is false, this Agreement is void ab initio and Contractor shall immediately repay ODNR all funds transferred by this Agreement.

19. Independent Contractor. Unless Contractor is a “business entity” as that term is defined in R.C. § 145.037 (“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 this Agreement complete and submit the attached Independent Contractor Acknowledgment to ODNR. Contractor’s failure to complete and submit said attachment at the time Contractor executes this Addendum shall serve as Contractor’s certification that Contractor is a “business entity” as that term is defined in R.C. § 145.037.

20. Procurement of Recovered Materials. Contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

21. IS THIS CONTRACT A FEDERALLY ASSISTED CONSTRUCTION CONTRACT? IF NOT, DELETE. IF SO, ASK LEGAL TO DRAFT: Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." 2 CFR PART 200 APPENDIX II

22. IS THIS CONTRACT A PRIME CONSTRUCTION CONTRACT IN EXCESS OF $2,000? IF NOT, DELETE. IF SO, ASK LEGAL TO DRAFT: Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $ 2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. 2 CFR PART 200 APPENDIX II

23. IS THIS CONTRACT WITH A SMALL BUSINESS FIRM OR NONPROFIT AND ODNR DESIRES TO PROVIDE FOR THE SUBSTITUTION OF PARTIES, ASSIGNMENT, OR PERFORMANCE OF EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK? IF NOT, DELETE. IF SO, ASK LEGAL TO DRAFT: The recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 2 CFR PART 200 APPENDIX II

24. Expenditure of Public Funds for Offshore Services. Contractor affirms to have read and understands Executive Order 2019-12D issued by Ohio Governor Mike DeWine. Contractor shall perform no services required under this Agreement or locate State data in any way outside of the United States.

Contractor also affirms to have read and understands Executive Order 2022-02D issued by Ohio Governor Mike DeWine. Contractor has signed and completed the Standard Affirmation and Disclosure Form and shall perform no services in Russia, locate State data in Russia in any way, or purchase from or invest in Russian institutions or companies.

25. Open Trade. Pursuant to R.C. § 9.76 (B), Contractor warrants that it 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.

26. Qualifications. Contractor represents that it has all approvals, licenses, or other qualifications needed to conduct its business in Ohio and that all are current.

27. Headings. The headings in this Agreement have been inserted for convenient reference only and shall not be considered in any questions of interpretation or construction of this Agreement.

28. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Either party hereto may deliver a copy of its counterparty’s signature page to this Agreement electronically pursuant to R.C. § 1306. Each party hereto shall be entitled to rely upon an electronic signature of any other party delivered in such a manner as if such signature were an original.

29. Waiver. A waiver by any party of any breach or default by the other party under this Agreement shall not constitute a continuing waiver by such party of any subsequent act in breach of or in default hereunder.

30. Assignment. Neither this Agreement nor any rights, duties, or obligations hereunder may be assigned or transferred in whole or in part by Contractor.

31. Conflicts. In the event there is a conflict between the terms and conditions of the quote submitted by Contractor and this Addendum, this Addendum is controlling.

32. Entire Agreement. The Agreement, including any attachments, contains the entire agreement between the parties hereto and shall not be modified, amended, or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto with respect to the subject matter hereof. This Agreement supersedes any and all previous agreements, whether written or oral, between the parties.

[SIGNATURE PAGE FOLLOWS] Comment by Author: Ensure signature blocks are on their own page.

Each party is signing this Agreement on the date stated below that party’s signature.

CONTRACTOR OHIO DEPARTMENT OF NATURAL RESOURCES

NAME OF COUNTERPARTY DIVISION/OFFICE OF DIVISION/OFFICE NAME

SECOND LINE IF NECESSARY

By: By:

Printed Name: Printed Name:

Title: Title:

Rev. Mar. 14, 2022 Page 8 of 8 ODNR Legal Form Rev. Mar. 14, 2022