AGO Terms and Conditions.docx

Terms and Conditions By submitting a response to this RFQ (“Quote”), vendors agree to the following terms and conditions:

Contract and Purchase Order. At the AGO’s discretion, this purchase may require a fully executed agreement and purchase order to be effective. Note that the contracting and purchase order processes may take up to six weeks in total to complete.

Public Records. The AGO is subject to the requirements of the Ohio Public Records Act, located at ORC 149.43. Accordingly, vendors agree that information and other materials submitted in response to this RFQ or in connection with any contract as a result of this RFQ is subject to disclosure as a public record. Accordingly, vendors should not include any confidential or trade secret information in their Quote.

Travel Reimbursement. Vendors agree that AGO will not reimburse vendors for any travel or travel-related expenses. Vendors agree to delete any provision requiring such reimbursement from the vendor’s Terms.

Governing Law. The terms of this procurement or any products and/or services provided under the Quote shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio.

Dispute Resolution. Vendors agree that the Court of Claims in Franklin County, Ohio is the only proper venue for any dispute arising from the procurement or any products and/or services provided under the Quote. Vendors agree that there shall be no binding arbitration. Any provisions in a vendor’s Quote requiring the AGO to participate in arbitration do not meet the requirements of state law and shall be considered stricken.

Inapplicable Terms and Provisions. To the extent that any term or provision of the vendor’s Software License Agreement or End User License Agreement, vendor’s Quote, or any other applicable terms and conditions, is considered void ab initio, or is otherwise unenforceable against the AGO pursuant to applicable Ohio state law, including the Ohio Constitution and ORC 9.27, such term or provision shall be struck and the remaining language shall remain in full force and effect.

Certification of Funds. Performance by AGO under this RFQ is dependent upon the appropriation of funds by the Ohio General Assembly. Therefore, in accordance with ORC 126.07, it is understood that AGO funds 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, the purchase is terminated as of the date that the funding expires without further obligation of the AGO.

Findings of Recovery. Vendors warrant that they are not subject to an “unresolved” finding for recovery under ORC. 9.24.

Qualifications to do Business. Vendors affirm that they have all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current.

Boycotting. Pursuant to ORC 9.76(B), vendors warrant that vendors are not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the term of this purchase.

Terms Related to [Enter Product Manufacturer or Licensor]. Vendors warrant that: (1) it has all necessary licenses and permissions to sell the Products to AGO such that AGO can use the Products for its business purposes; (2) the Product Manufacturer/Licensor Terms apply to the Quote; and (3) the terms and conditions of this RFQ take precedence, supersede, and control in the event of a conflict between the terms contained in the Product Manufacturer/Licensor Terms and this RFQ. If vendors are unable to warrant any of these items, vendors must provide this information and explain why in their Quote.

Independent Contractor and Expenses. During the term, vendors shall be engaged by the AGO solely on an independent contractor basis, and the vendors shall therefore be responsible for all the vendors’ business expenses, including, but not limited to, employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any. Additionally, neither vendors nor their personnel shall at any time, or for any purpose, be considered public employees for the purpose of the Ohio Public Employees Retirement System’s benefits.

Invoicing. All invoices shall contain the selected vendor’s name and address, a detailed description of the goods or services purchased, shall reference the Ohio Attorney General's Office, and list the billing address as 30 E. Broad St., 15th Floor, Attn: Finance, Columbus, Ohio, 43215. After receipt and approval by the AGO of a proper invoice, as defined by ORC 125.01(B), payment will be made pursuant to ORC 126.30(A) and due on the 30th calendar day after the date of actual receipt of a proper invoice. Unless otherwise directed by the AGO, invoices should be directed via email to: invoices@OhioAGO.gov.

Indemnification. Any provision in the Quote requiring the AGO to indemnify, hold harmless, or pay attorney’s fees to vendors do not meet the requirements of State law and shall be considered stricken. Vendors shall indemnify the AGO for all liability and expense arising out of the performance of this purchase, provided that liability or expense is due to the negligence or other tortious conduct of the vendors, their employees, agents, or subcontractors. Vendors shall not be responsible for any damages or liability to the extent caused by the negligence or willful misconduct of the AGO, its employees, other contractors, or agents.

Taxes. Pursuant to Section 5739.02 of the Ohio Revised Code, the AGO is exempt from sales tax. Pursuant to Section 5741.02(C) of the Ohio Revised Code, the AGO is exempt from use tax. The AGO does not agree to pay any taxes on commodities, goods, or services acquired from the selected vendor.

Additional Terms and Conditions. Unless specifically agreed to in writing by the AGO, no terms or conditions included in Quote contrary to the terms and conditions herein will be valid or enforceable against the AGO and are specifically excluded from the purchase. No “click-through,” “shrink-wrap,” “browse-wrap,” unilateral fee increases, or other terms that have not been specifically negotiated by vendors and the AGO, whether before, on, or after the date of this purchase, will be effective to add or modify the terms and conditions of this RFQ, regardless of the AGO’s “acceptance” of those terms by electronic means. No AGO employee has the authority to modify, amend, or supplement the terms and conditions in this RFQ.