Attachment - Sample Contract for Livescan RFQ.pdf

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney General reserves the right to modify this sample Agreement at any time prior to final signature.

AGO Contract #_____

AGREEMENT

BETWEEN THE

OHIO ATTORNEY GENERAL

AND

NAME OF CONTRACTOR

THIS AGREEMENT is between the Ohio Attorney General (hereinafter the “Attorney General”), 30 East Broad Street, 17th Floor, Columbus, Ohio 43215-3414, and Name of Contractor (hereinafter “Contractor”), Street Address, City, State, Zip.

The parties agree as follows:

I. NATURE OF AGREEMENT

A. Contractor shall be employed as an independent contractor, to fulfill the terms of this Agreement and to act as a contractor to the Attorney General. It is specifically understood that the nature of the services to be rendered under this Agreement are of such a personal nature that the Attorney General is the sole judge of the adequacy of such services.

B. The Attorney General enters into this Agreement in reliance upon Contractor’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and Contractor warrants that it does possess the necessary expertise and experience.

C. Contractor shall perform the services to be rendered under this Agreement and the Attorney General shall not hire, supervise, or pay any assistants to Contractor in its performance of services under this Agreement. The Attorney General shall not be required to provide any training to Contractor to enable it to perform services required hereunder.

II. SCOPE OF WORK

A. Contractor shall perform the services (the “Work”) set forth in Exhibit 1, Scope of Work, attached hereto and made a part hereof. The Work also includes any additional requirements defined in the Request for Quotations attached hereto as Exhibit 2 and made a part hereof, and the Contractor’s response to the Request for Quotations attached hereto as Exhibit 3 and made a part hereof.

B. In order to facilitate the Work, the Attorney General shall provide the resources set forth in Exhibit 1, Scope of Work.

III. TIME OF PERFORMANCE

A. The Work shall be commenced on or after the date of an approved purchase order.

B. The Work shall be concluded on or before June 30, 2027, and this Agreement shall terminate on the earlier to occur of: (i) the date on which the Work is completed to the satisfaction of the Attorney General or (ii) the date on which this Agreement is terminated as provided in Article VIII, Suspension or Termination of Contractor’s Services.

C. Notwithstanding the foregoing, as the current General Assembly cannot commit a future General Assembly to expenditure, this Agreement shall in any event expire no later than June 30, 2027. The Attorney General may renew this Agreement on the same terms and conditions by giving written notice prior to expiration. Such renewals shall expire no later than June 30, 2029, unless sooner terminated as set forth herein.

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney

D. It is expressly agreed by the parties that none of the rights, duties, and obligations herein shall be binding on either party if award of this Agreement would be contrary to the terms of Ohio Revised Code (“R.C.”) 3517.13, 127.16 or Chapter 102.

IV. COMPENSATION

A. The Attorney General shall pay Contractor no more than $0.00 for the Work.

B. The total amount due shall be computed according to the following cost schedule:

1. Cost Schedule

C. Contractor shall not be reimbursed for travel, lodging or any other expenses incurred in the performance of the Work.

D. Contractor shall not fulfill any order or perform any of the Work until Contractor receives a purchase order from the Attorney General.

E. After Contractor receives a purchase order, Contractor shall submit an [INVOICE FREQUENCY] invoice for the Work performed consistent with this Article IV, Compensation. Each invoice shall contain an itemization of the Work performed, including dates the Work was performed and total hours worked, if required in this Article, the location or address where the Work was performed, and the sum due at that time pursuant to this Agreement. All invoices shall contain Contractor's name and address and 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 Attorney General of a proper invoice, as defined by R.C. 125.01(B), payment will be made pursuant to R.C. 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 Attorney General, invoices should be directed via email to: invoices@OhioAGO.gov.

F. If any invoice submitted under this Agreement is disputed, Contractor shall continue to perform the Work during resolution of the dispute, and shall not stop or delay any performance of the Work due to an invoice dispute. If any invoice dispute continues beyond sixty (60) days, Contractor will have the option to stop any performance of the Work until resolved.

V. CERTIFICATION OF FUNDS

A. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, R.C. 126.07, have been complied with, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that the Attorney General gives Contractor written notice that such funds have been made available to the Attorney General by the Attorney General’s funding source.

VI. OWNERSHIP

A. The Attorney General shall own all materials created by Contractor pursuant to this Agreement (“Deliverables”). Contractor hereby assigns to the Attorney General all rights and title, including all copyright rights, in the Deliverables. Upon request, Contractor shall sign any and all documents necessary to confirm or perfect the ownership of the Attorney General in the Deliverables.

mailto:invoices@OhioAGO.gov

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney

B. Contractor shall own all materials, technology, and/or other types of intellectual property that are owned by Contractor and (1) existing at the time of the Effective Date or (2) created after the Effective Date not using monies paid to Contractor under this Agreement (“Contractor Work”).

Contractor hereby grants Attorney General a royalty-free, non-exclusive, perpetual, right and license to display, reproduce, modify or otherwise use Contractor Work to purposes of the using the Deliverables in the normal course of the Attorney General’s business

C. Contractor may incorporate into the Deliverables materials and works that were acquired by Contractor from a Third Party either through assignment or license (“Third Party Works.”) Contractor shall inform Attorney General of the use of any Third Party Work in the Deliverables. Contractor shall, upon request by the Attorney General, provide documentation that Contractor is permitted by the relevant Third Party to incorporate Third Party Works into the Deliverables.

D. Attorney General retains all ownership rights to Attorney General data. Attorney General hereby grants Contractor a limited license to use Attorney General data for the purpose of providing the Deliverables and/or Work specified in this Agreement.

VII. WARRANTY

A. Contractor warrants it has the right to enter into this Agreement. Contractor warrants that Contractor has not entered into any other contracts or employment relationships that restrict Contractor’s ability to perform the Work under this Agreement.

B. Contractor warrants that the recommendations, guidance, and performance of Contractor under this Agreement will be in accordance with the industry’s professional standards, the requirements of this Agreement and without any material defect.

C. Contractor warrants that neither Contractor Work or the Work will infringe upon the intellectual property rights of any third party, and that Contractor Work any other Work performed by Contractor will comply in all materials respects to the specifications set forth in this Agreement. All warranties are in accordance with the Contractor’s standard business practices.

D. Contractor warrants that Contractor has good and marketable title to any goods delivered under this Agreement in which title passes to the Attorney General; and goods are merchantable and fit for the particular purpose described in this Agreement and will perform substantially in accordance with its user manuals, technical materials, and related writings. Contractor further warrants that Contractor has the right and ability to grant the licenses under this Agreement to which title does not pass to the Attorney General.

E. Contractor shall comply with all governmental, environmental and safety standards.

F. Contractor shall notify the Attorney General in writing immediately upon the discovery of any breach of the warranties set forth in this Article VII, Warranty. Additionally, Contractor will be responsible to resolve any breach of these warranties at no cost to the Attorney General.

G. If a successful claim of infringement with respect to the Work is made, or if Contractor reasonably believes that an infringement claim that is pending may actually succeed, Contractor shall immediately notify the Attorney General in writing of any such claim or pending claim. Contractor agrees to indemnify, release, protect, and to hold the Attorney General and the State of Ohio harmless and immune from any damages resulting from such claim for infringement of a copyright, patent, trade secret, or similar intellectual property right. Additionally, Contractor shall do one of the following things: (1) modify the Deliverable so that it is no longer infringing; (2) replace the Deliverable with an

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney equivalent or better item that is free from any infringement claim; (3) acquire the right for the Attorney General to use the infringing Deliverable as it was intended for the Attorney General to use under this Agreement; or (4) remove the infringing portions of the Deliverable and refund the amount the Attorney General paid for the infringing portions of the Deliverable as well as refund the amount paid for any other portions of the Deliverable requiring the availability of the infringing Deliverable to be useful to the Attorney General.

VIII. SUSPENSION OR TERMINATION OF CONTRACTOR’S SERVICES

A. The Attorney General may, at any time prior to completion of the Work, suspend or terminate this Agreement with or without cause by giving written notice to Contractor. In the event that the Work includes divisible services, the Attorney General may suspend or terminate one or more such portions of the Work.

B. Contractor, upon receipt of notice of suspension or termination, shall cease working on the suspended or terminated Work under this Agreement, suspend or terminate all subcontracts relating to the suspended or terminated activities, take all necessary or appropriate steps to limit disbursements and minimize costs, and, if requested by the Attorney General, furnish a report, as of the date Contractor receives notice of suspension or termination, describing the status of all Work, including, without limitation, results, conclusions resulting there from, and any other matters the Attorney General requires.

C. In the event of termination under this Agreement, Contractor shall deliver to the Attorney General all Attorney General materials (electronic and paper-based), Attorney General equipment, and all Deliverables, including work products, materials, documents, reports, software customization and documentation as applicable, which have been prepared by Contractor in the course of performing the Work. All such Deliverables prepared by Contractor shall become, and remain the property of, the Attorney General, to be used in such manner and for such purpose as the Attorney General may choose. Upon request by the Attorney General, Contractor shall also certify the return of all required materials set forth herein and grant a full release of liability to the Attorney General for the termination.

D. Upon termination of this Agreement by the Attorney General for cause, the Attorney General may self-perform the Work or buy substitute Contractor-provided products, supplies, services, Work or work product described in the specifications of the Agreement. The Attorney General may recover the costs associated with acquiring substitute Contractor-provided products, supplies, services or work product, less any expenses or costs avoided by the Contractor’s omission or failure to perform any obligation under this Agreement.

In the event of termination by the Attorney General for cause, the Attorney General has the right to withhold any and all payments due to Contractor without penalty. Contractor’s liability under this Article is in addition to any other remedies available to the Attorney General pursuant to this Agreement.

E. Upon termination of this Agreement by the Attorney General for convenience, Contractor shall be paid for services rendered up to the date Contractor received notice of suspension or termination, less any payments previously made, provided Contractor has supported such payments with detailed factual data containing Work performed and hours worked.

F. In the event of suspension or termination for any reason, any payments made by the Attorney General for which Contractor has not rendered services shall be refunded. Contractor agrees to waive any right to, and shall make no claim for, additional compensation against the Attorney General by reason of any suspension or termination.

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney

IX. RELATIONSHIP OF PARTIES

A. Contractor shall be responsible for all of its own business expenses, including, but not limited to, computers, email and internet access, software, phone service and office space. Contractor will also be responsible for all licenses, permits, 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.

B. While Contractor shall be required to render services described hereunder for the Attorney General during the term of this Agreement, nothing herein shall be construed to imply, by reason of Contractor’s engagement hereunder as an independent contractor, that the Attorney General shall have or may exercise any right of control over Contractor with regard to the manner or method of Contractor’s performance of services hereunder.

C. Except as expressly provided herein, neither party shall have the right to bind or obligate the other party in any manner without the other party’s prior written consent.

D. It is fully understood and agreed that Contractor is an independent contractor and neither Contractor nor its personnel shall at any time, or for any purpose, be considered agents, servants, or employees of the Attorney General or the State of Ohio, or public employees for the purpose of Ohio Public Employees Retirement System benefits. Pursuant to R.C. 145.038, if Contractor is an individual or business entity with fewer than five employees, Contractor shall notify Attorney General not later than thirty days after the Work begins via the Non-Member Acknowledgement Form (“PEDACKN”) provided by the Ohio Public Employees Retirement System (“OPERS”), found here:

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf. Notices pursuant to this Paragraph shall be sent to the Attorney General by email to:

OPERSform@OhioAGO.gov. Contractor’s failure to complete and submit the PEDACKN to the Attorney General within 30 days of the Work beginning shall serve as Contractor’s certification that Contractor is a “business entity” as that term is defined in R.C. 145.037.

E. For any employees or subcontractors working either onsite at any Attorney General location, or via remote access to any Attorney General information system, Contractor understands that these employees or subcontractors are subject to a background check conducted by the Attorney General.

Such a background check may include criminal records, tax records, driving records, verification of academic credentials or degrees. The Attorney General may also conduct drug testing or field investigation of certain employees of the Contractor or its subcontractors, if the Attorney General believes such action is necessary. The Attorney General reserves the right to refuse access to the job site or the information system at any time if the Attorney General determines in its discretion that Contractor’s employee or subcontractor presents a potential security threat or if there is a change in the results of the background check at any time during the completion of the Work.

X. RECORD KEEPING

A. During performance of this Agreement and for a period of three (3) years after its completion, Contractor shall maintain auditable records of all charges pertaining to this Agreement and shall make such records available to the Attorney General as the Attorney General may reasonably require.

XI. RELATED AGREEMENTS

A. All Work is to be performed by Contractor, who may subcontract without the Attorney General’s approval for the purchase of articles, supplies, components, or special mechanical services that do not https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf mailto:OPERSform@OhioAGO.gov

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney involve the type of work or services described in Exhibit 1, Scope of Work, but which are required for satisfactory completion of the Work.

1. Contractor shall not enter into subcontracts related to the Work without prior written approval by the Attorney General. All work subcontracted shall be at Contractor’s expense.

2. Contractor shall furnish to the Attorney General a list of all subcontractors, their addresses, tax identification numbers, and the dollar amount of each subcontract.

B. Contractor shall bind its subcontractors to the terms of this Agreement, so far as applicable to the work of the subcontractor, and shall not agree to any provision which seeks to bind the Attorney General to terms inconsistent with, or at variance from, this Agreement.

C. Contractor warrants that it has not entered into, nor shall it enter into, other agreements, without prior written approval of the Attorney General, to perform substantially identical work for the State of Ohio such that the Work duplicates the work called for by the other agreements.

XII. CONFIDENTIALITY

A. Contractor shall not discuss or disclose any information or material obtained pursuant to its obligations under this Agreement without the prior written consent of the Attorney General.

B. The Attorney General may disclose to Contractor written material or oral or other information that the Attorney General treats as confidential, including Confidential Personal Information (“Confidential Information”). Title to the Confidential Information and all related materials and documentation the Attorney General delivers to Contractor will remain with the Attorney General.

Contractor shall treat such Confidential Information as secret, if it is so marked or otherwise identified as such, or when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interests of the public, other contractors, potential contractors, or individuals or organizations about whom the Attorney General keeps information. By way of example, information shall be treated as confidential if it includes any proprietary documentation, materials, flow charts, codes, software, computer instructions, techniques, models, information, diagrams, know-how, trade secrets, data, business records, or marketing information. By way of further example, Contractor also shall treat as confidential materials such as police and investigative records, files containing personal information about individuals or employees of the Attorney General, such as personnel records, tax records, and other information considered Confidential Information, court and administrative records related to pending actions, any material to which an attorney-client, physician-patient, or similar privilege may apply, and any documents or records excluded by Ohio law from public records disclosure requirements.

C. Contractor acknowledges that the Confidential Information as defined herein includes proprietary information, trade secret information and “Personal information” as described in R.C. 1347.01(E). R.

C. 1347.01(E) provides: “Personal Information means any information that describes anything about a person, or that indicates actions done by or to a person, or that indicates that a person possesses certain personal characteristics, and that contains, and can be retrieved from a system by, a name, identifying number, symbol, or other identifier assigned to a person.”

D. Contractor may not disclose any Confidential Information to third parties and shall use Confidential Information solely to perform the Work. Contractor shall restrict circulation of Confidential Information within its organization and then only to people in Contractor’s organization that have a need to know the Confidential Information to perform the Work. Contractor shall be solely liable for the disclosure of such information, whether the disclosure is intentional, negligent, or

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney accidental, unless otherwise provided below. Without limiting the generality of the foregoing, if Contractor experiences any breach of data security that exposes the Confidential Information to disclosure or unauthorized use, Contractor agrees to bear all costs to notify every individual whose Confidential Information may have been compromised and in cases where Contractor experiences that breach of data, Contractor agrees that it shall also hold Attorney General harmless from any claim arising from or related to such breach, subject to the limits of liability set forth in this Agreement.

E. Contractor may be liable for any unintentional disclosure of Confidential Information that results despite Contractor’s exercise of at least the same degree of care as it normally takes to safeguard its own secrets, except when Contractor’s procedures are not reasonable given the nature of the Confidential Information.

F. Contractor will not incorporate any portion of any Confidential Information into any work or product, and will have no proprietary interest in any of the Confidential Information.

G. Contractor’s obligation to maintain the confidentiality of the Confidential Information will not apply where the information: (1) was already in Contractor’s possession before disclosure by the Attorney General, and the information was received by Contractor without obligation of confidence;

(2) is independently developed by Contractor; (3) is or becomes publicly available without breach of this Agreement; (4) is rightfully received by Contractor from a third party without an obligation of confidence; (5) is disclosed by Contractor with the written consent of the Attorney General; (6) is released in accordance with a valid order of a court or governmental agency, provided that Contractor

(a) notifies the Attorney General of such order promptly, but in no event more than two (2) business days following receipt of the order and (b) allows the Attorney General to make an effort to obtain a protective order from the issuing court or agency limiting disclosure and use of the Confidential Information solely for the purposes intended to be served by the original order of production; or (7) is limited to Residual Information. “Residual Information” means ideas, concepts, and know-how retained in the unaided memories of employees. Contractor shall return all originals of any Confidential Information and destroy any copies it has made on termination or expiration of this Agreement.

H. Contractor may disclose Confidential Information to its subcontractors on a need-to-know basis, but Contractor first shall obligate the subcontractors to the requirements of this Article.

I. Contractor shall notify the Attorney General in writing as soon as Contractor learns that Contractor or it subcontractors or agents have disclosed any of the Attorney General’s Confidential Information in a manner that is inconsistent with the requirements of this Article.

J. Contractor may use Confidential Information only as necessary for Contractor’s performance under or pursuant to rights granted in this Agreement and for no other purpose. Contractor’s limited right to use Confidential Information expires upon expiration or termination of this Agreement for any reason. Contractor’s obligations of confidentiality and non-disclosure survive termination for any reason or expiration of this Agreement.

K. Notwithstanding the above, Contractor acknowledges that the Attorney General is subject to R.C.

149.43 et. seq., and that any record kept by the Attorney General that is deemed a public record is subject to release if a proper request is made.

XIII. LIABILITY

A. Contractor agrees to indemnify and to hold the Attorney General and the State of Ohio harmless and immune from any and all claims for injury or damages arising from this Agreement which are

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney attributable to Contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third party agents or joint venturers while acting under this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime or employment matters and any claims involving patents, copyrights and trademarks.

B. Contractor shall indemnify the Attorney General for all liability and expense resulting from the unauthorized disclosure or loss of State Data. State Data means all data and information provided by, created by, created for, or related to the activities of the Attorney General and any information from, to, or related to all persons that conduct business or personal activities with the Attorney General, including, but not limited to Sensitive Data. Sensitive Data means any type of data that presents a high or moderate degree of risk if released, disclosed, modified or deleted or disclosed without authorization, such as certain types of Personably Identifiable Information (PII) that is also sensitive.

Damages resulting from the unauthorized disclosure or loss of State Data shall be considered direct damages under this Agreement and include, but are not limited to, the following: (i) expenses for legally-required notification of impacted individuals; (ii) responding to inquiries from such notifications; (iii) government fines and penalties assessed against the Attorney General; (iv) costs to the Attorney General for investigations, audits or forensic services as applicable related to the disclosure or loss; (v) mitigation measures, including 12 months of credit monitoring and identity theft protection for individuals impacted by a disclosure; (vi) costs to the Attorney General to reconstruct data that was lost or to repair any damaged Attorney General information technology infrastructure;

and (vii) other such expenses incurred by the Attorney General as a result of the unauthorized disclosure or loss of State Data. Regardless of any limitation on liability of any kind in this Agreement, the Contractor will be responsible for acquiring one year’s identity theft protection services on behalf of any individual or entity whose personally identifiable information is compromised while it is in the Contractor’s possession. Contractor’s indemnification obligations under this paragraph apply whether the expenses or costs incurred by the Attorney General are performed by Attorney General employees or hired contractors. Contractor shall also work with the Attorney General to directly notify impacted individuals or persons as required by Ohio Revised Code Chapter 1349.

C. Contractor shall bear all costs associated with defending the Attorney General and the State of Ohio against any claims described in Paragraph A and B above. Contractor is liable to the Attorney General and the State of Ohio for all actual and direct damages caused by the Contractor’s omission or failure to perform any obligation under this Agreement.

D. In no event shall either party be liable to the other party for indirect, consequential, incidental, special or punitive damages, or lost profits even if the parties have been advised, knew, or should have known of the possibility of damages.

E. Notwithstanding any other limitation provisions, the Contractor agrees that the Contractor shall be liable for all direct loss, breach of contract, or damages due to the negligence or other tortious conduct of the Contractor under this Agreement.

F. Any limitation of liability provisions contained in the documents and materials incorporated by reference or attached to this Agreement applying to Contractor are considered stricken and of no force and effect.

XIV. INSURANCE

A. Until all obligations under this Agreement are satisfied, and without limiting Contractor’s indemnification obligations herein, Contractor shall procure and maintain, for the duration of the Agreement, the insurance policies set forth below. Contractor shall procure and maintain insurance

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by the Contractor, its agents, representatives, or employees.

All commercial insurance required shall be provided by insurers with a rating of not less than A-VII from A.M. Best or a comparable rating agency.

B. Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Commercial General Liability: written on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000 per occurrence.

If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Defense costs shall be outside the policy limit. The State of Ohio, its officers, officials and employees are to be covered as additional insureds on the commercial general liability policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

2. Automobile Liability insurance covering, Code 1 (any auto), or if Contractor has no owned autos, Codes 8 (hired) and 9 (non-owned), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of Ohio, or the state in which the work will be performed, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000.00 per accident for bodily injury or disease. If Contractor is a sole proprietor, partnership, or has no statutory requirement for workers’ compensation, Contractor shall provide a letter stating that it is exempt and agreeing to hold the Attorney General and the State of Ohio harmless from loss or liability for such.

4. Professional Liability (Errors and Omissions) Insurance, with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Contractor in this Agreement and shall cover all applicable Contractor personnel or subcontractors who perform professional services related to this Agreement.

5. Property insurance:

a. Tools and Equipment: The Attorney General and State of Ohio shall not be liable for any loss, including theft or disappearance, of the Contractor’s tools and equipment. Contractor is solely responsible for securing its tools and equipment and at no time shall such items be considered in the care, custody and control of the Attorney General or the State of Ohio. Should the Contractor choose not to adequately insure its property, no coverage shall be afforded under any insurance or self-insurance maintained by the Attorney General or the State of Ohio.

6. Cyber liability (first and third party) with limits not less than $5,000,000 per claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The coverage shall provide for breach response costs as well as regulatory fines and penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

C. The insurance policies required by this Agreement shall contain, or be endorsed to contain, the following provisions:

1. Pursuant to Ohio Revised Code 2743.02(D), all applicable insurance or other means of recovery shall apply to any claim arising from the Contractor’s activities relating to this Agreement on a primary basis. The insurance or self-insurance maintained by the State shall not contribute to claims made due to the Contractor’s negligence, errors, or omissions. No subrogation demands shall be made against the State of Ohio, except where there is negligence on the part of the State, and any such demands shall be reduced by all collateral recovery sources available to or received by the claimant.

2. UMBRELLA OR EXCESS INSURANCE POLICIES. The insurance obligations under this Agreement shall be the minimum insurance coverage requirements and/or limits shown in this Agreement. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the State of Ohio. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Contract.

3. NOTICE OF CANCELLATION. Contractor shall provide the Attorney General with 30 days’ written notice of cancellation or material change to any insurance policy required above, except for non-payment cancellation. Material change shall be defined as any change to the insurance limits, terms or conditions that would limit or alter the Attorney General or the State of Ohio’s available recovery under any of the policies required above. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

4. DEDUCTIBLES AND SELF-INSURED RETENTIONS. Deductibles and self-insured retentions shall be declared to and approved by the Attorney General. The Attorney General may require the Contractor to provide proof of ability to pay losses and related investigations, claims administration and defense expenses within the retention.

5. CLAIMS-MADE POLICIES. If any of the required policies provide coverage on a claims-made basis:

a. The Retroactive Date shall be shown and shall be before the date of the Agreement or the beginning of the Work.

b. Insurance shall be maintained and evidence of insurance shall be provided for at least five (5) years after completion of the Work.

c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Contractor shall purchase “extended reporting'” coverage for a minimum of five (5) years after completion of the Work. The Discovery Period shall be active during the Extended Reporting Period.

Notice: This Agreement is provided in sample form for informational purposes only. The Ohio Attorney

D. VERIFICATION OF COVERAGE. Contractor shall furnish the Attorney General with certificates of insurance or copies of the applicable policy language effecting coverage required by this clause. All certificates are to be received and approved by the Attorney General before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The Attorney General reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

E. SUBCONTRACTORS. Contractor shall require and verify that all subcontractors maintain insurance with sufficient limits for the nature of the products or services they are providing, and Contractor shall ensure that the Attorney General and the State of Ohio is an additional insured on commercial general liability insurance required from subcontractors. Contractor shall indemnify the Attorney General for damages that exceed a subcontractor’s policy limits.

F. SPECIAL RISKS OR CIRCUMSTANCES. The Attorney General reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

XV. ANTITRUST ASSIGNMENT

A. Contractor assigns to the Attorney General all State and Federal antitrust claims and causes of action that relate to all goods and services provided for in this Agreement.

XVI. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

A. 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.

B. DRUG FREE WORKPLACE. 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 Attorney General property or performing work on behalf of the Attorney General, will not purchase, transfer, use, be 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

C. NONDISCRIMINATION OF EMPLOYMENT. Pursuant to R.C. 125.111 and the Attorney General’s policy, Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor, shall not discriminate, by reason of race, color, religion, sex, sexual orientation, age, disability, military status, national origin, or ancestry against any citizen of this state in the employment of any person qualified and available to perform the Work. Contractor further agrees that Contractor, 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 Work on account of race, color, religion, sex, sexual orientation, age, disability, military status, national origin, or ancestry.

D. CONFLICTS OF INTEREST. No personnel of Contractor who exercise any functions or responsibilities in connection with the review or approval of this Agreement or carrying out of any of the Work shall, prior to the completion of the Work, 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 the Work. Any such person who acquires an incompatible or conflicting personal interest on or after the effective date of this

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Agreement, or who involuntarily acquires any such incompatible or conflicting personal interest, shall immediately disclose his or her interest to the Attorney General in writing. Thereafter, he or she shall not participate in any action affecting the Work, unless the Attorney General shall determine in its sole discretion that, in light of the personal interest disclosed, his or her participation in any such action would not be contrary to the public interest.

E. ETHICS COMPLIANCE. Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Agreement are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws.

F. QUALIFICATIONS TO DO BUSINESS. Contractor affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If at any time during the term of this Agreement Contractor, for any reason, becomes disqualified from conducting business in the State of Ohio, Contractor will immediately notify the Attorney General in writing and will immediately cease performance of the Work.

G. CAMPAIGN CONTRIBUTIONS. Contractor hereby certifies that neither Contractor nor any of Contractor’s partners, officers, directors or shareholders, nor the spouse of any such person, has made contributions to the campaign of the current Ohio Attorney General in excess of the limitations specified in R.C. 3517.13.

H. FINDINGS FOR RECOVERY. Contractor warrants that it is not subject to an “unresolved” finding for recovery under R.C. 9.24.

I. DEBARMENT. Contractor represents and warrants that it is not debarred from consideration for contract awards by any governmental agency.

J. BOYCOTTING. Pursuant to R.C. 9.76(B), 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 term of this Agreement.

K. OHIO RETIREMENT SYSTEM RETIRANT. If Contractor is a PERS retirant, as such term is defined by R.C. 145.38, Contractor shall notify the Attorney General of such status in writing prior to the commencement of Work and shall contact OPERS to ensure all obligations required by OPERS are met. Notices pursuant to this Paragraph shall be sent to the Attorney General’s Director of Human Resources by mail at 30 E. Broad Street, 16th Floor, Columbus, Ohio 43215 or by email at HR@ohioago.gov. The Attorney General shall not be responsible for any changes to Contractor’s retirement benefits that may result from entering into this Agreement.

L. Contractor certifies that it will not seek to bind the Attorney General to terms and conditions that would violate the requirements of R.C. 9.27.

M. REPAYMENT. If the representations and warranties in Paragraphs H or I of this Article XVI are found to be false, this Agreement is void ab initio and Contractor shall immediately repay to the Attorney General any funds paid under this Agreement.

XVII. MISCELLANEOUS

A. CONTROLLING LAW. This Agreement and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio. Contractor consents to jurisdiction in a court of proper jurisdiction in Franklin County, Ohio.

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B. 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.

C. SURVIVAL. The provisions of Articles IV, VIII, X, VI, XII, XIII, XIV, XV, XVI, and XVI(M) hereof shall survive the termination or expiration of this Agreement.

D. SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights, duties or obligations hereunder may be assigned or transferred in whole or in part by Contractor, without the prior written consent of the Attorney General.

E. NOTICES. Except to the extent expressly provided otherwise herein, all notices, consents and communications required hereunder (each, a “Notice”) shall be in writing and shall be deemed to have been properly given when: 1) hand delivered with delivery acknowledged in writing; 2) sent by U.S.

Certified mail, return receipt requested, postage prepaid; 3) sent by overnight delivery service (Fed Ex, UPS, etc.) with receipt; or 4) sent by fax or email. Notices shall be deemed given upon receipt thereof, and shall be sent to the addresses first set forth above. Notwithstanding the foregoing, notices sent by fax or email shall be effectively given only upon acknowledgement of receipt by the receiving party.

Any party may change its address for receipt of Notices upon notice to the other party. If delivery cannot be made at any address designated for Notices, a Notice shall be deemed given on the date on which delivery at such address is attempted.

F. CONFLICT. In the event of any conflict between the terms and provisions of the body of this Agreement and any exhibit hereto, the terms and provisions of the body of this Agreement shall control first, and then the exhibits shall control in the following order:

1. Exhibit 1, Scope of Work;

2. Exhibit 2, Request for Quotations;

3. Exhibit 7, Criminal Justice Information Services (CJIS) Security Policy

4. Exhibit 3, Contractor’s Response to the Request for Quotations; and

5. Exhibit 4, Agreement for Protection of Confidential Information.

G. 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.

H. SEVERABILITY. The provisions of this Agreement are severable and independent, and if any such provision shall be determined to be unenforceable in whole or in part, the remaining provisions and any partially enforceable provision shall, to the extent enforceable in any jurisdiction, nevertheless be binding and enforceable.

I. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement 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 a written amendment and duly executed by the parties hereto. This Agreement supersedes any and all previous agreements, whether written or oral, between the parties.

J. EXECUTION. This Agreement is not binding upon the Attorney General unless executed in full, and is effective as of the last date of signature by the Attorney General.

K. 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 but one and the same instrument.

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L. FACSIMILE SIGNATURES. Any party hereto may deliver a copy of its counterpart signature page to this Agreement via fax or e-mail. Each party hereto shall be entitled to rely upon a facsimile signature of any other party delivered in such a manner as if such signature were an original.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

CONTRACTOR

By:

Name:

Title:

Date:

OHIO ATTORNEY GENERAL

Name: ________________________

Title: _________________________

Approval as to form:

Name: ________________________ _________ Assistant Attorney General Finance Section, Business Counsel Unit

Exhibit___ AGO Contract #___

EXHIBIT 1

Scope of Work

EXHIBIT 2

Request for Quotations

EXHIBIT 3

Contractor’s Response to the Request for Quotations

EXHIBIT 4

Agreement For Protection of Confidential Information

“Confidential Information” means any and all tangible or intangible information, documents, prototypes, samples, products, services, methodologies, research, technical knowledge, marketing plans, trade secrets, and proprietary materials disclosed previously or in the future by Contractor or its clients to you, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, any information:

(i) that has been marked as proprietary or confidential; (ii) whose confidential nature has been made known by Contractor; (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential. Confidential Information may also include information disclosed to a Contractor by third parties; or (iv) Personal Information, as defined in Ohio Rev. Code 1347.01(E), in any form which is any information that describes anything about a person, or that indicates actions done by or to a person, or that indicates that a person possesses certain personal characteristics, and that contains, and can be retrieved from a system by, a name, identifying number, symbol, or other identifier assigned to a person.