CSP013622_Contract.pdf

Index No.: EDU111

Eff. Date: 04/14/23

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

MANDATORY USE CONTRACT FOR: GRANT REVIEWER SERVICES

CONTRACT NUMBER: CSP013622 EFFECTIVE DATES: 04/14/23 TO 06/30/27

The Department of Administrative Services has accepted Proposals submitted in response to Request for Proposal (RFP) No.

SRC0000006357 that opened on 12/21/22. The evaluation of the Proposal responses has been completed. The Offeror listed herein has been determined to be the highest ranking Offeror and has been awarded a Contract for the services listed. The respective Proposal response including, Contract Terms & Conditions, any Proposal amendment, special Contract Terms & Conditions, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS become a part of this Services Contract.

This Requirements Contract is effective beginning and ending on the dates noted above unless, prior to the expiration date, the Contract is renewed, terminated, or cancelled in accordance with the Contract Terms and Conditions.

This Requirements Contract is available to the Ohio Department of Education as applicable.

The agency is eligible to make purchases of the contracted services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that department will purchase the volume of services as advertised in the Request for Proposal.

This Requirements Contract and any Amendments thereto are available from the DAS Web site at the following address:

https://procure.ohio.gov/

Index No: EDU111

MUTUALLY AGREED UPON CLARIFICATIONS

Agency and Contractor have mutually agreed to the following:

A. Support Requirements:

1. The Department of Education will discuss an alternative to the support requirement requesting individuals for 2 weekly status meetings of 1 hour each and up to 5 additional hours per week during the development of application scoring rubrics, reviewer qualifications and during the review and approval of Score and Award reports.

B. Grant Reviewer Management:

1. In order to address conflicts of interest with grant reviewers, Ernst & Young (EY) will utilize automated technology to capture potential conflicts of interests during the grant reviewer selection process, onboarding and throughout the application period. EY plans to assess for potential conflicts 1) at reviewer selection, 2) at onboarding, 3) quarterly or another agreed upon cadence during the review period and 4) at the conclusion of the application period. For any identified potential conflicts of interest, EY will evaluate the related applications as well as the peer-reviewed applications and recommend remedial actions to the Department of Education, if any (e.g., re-review of related application, separation of grant reviewer, etc.). EY anticipates evaluating the efficiency of redacting potentially identifiable applicant information before the applications are assigned to the grant reviewer to reduce the conflict-of-interest risk.

2. The responsibilities of EY's Quality Control team include performing procedures to evaluate the accuracy and effectiveness of the grant reviewers, to address consistency among grant reviewers and to provide escalation guidance to grant reviewers related to uncommon or anomalous applications. Subject to discussions with the Department, EY anticipates deploying a peer review process for the grant reviewers that would provide two independent assessments of the application. The Quality Control team would adjudicate variances, above a defined threshold, between the reviewers and provide a final recommendation.

C. Application and Selection Process:

1. Below is EY’s tentative process for application review. The process will be finalized after input and discussion between EY and the Department of Education.

Application receipt and assignment – Upon receipt of an application, EY will assign the application to two separate grant reviewers for independent scoring of the application against the scoring matrix. The grant reviewer will not know the identity of the other grant reviewer to increase independence.

Application review and escalation – The assigned reviewer will evaluate the application against the scoring matrix.

EY’s Quality Control team will be available to the grant reviewers to answer questions, provide escalation guidance and to work with the grant reviewers and the Department of Education to resolve uncommon or anomalous applications.

Scoring assessment – EY will review scored applications to evaluate the accuracy of the application reviewers scoring against the scoring matrix. As part of the scoring assessment, EY team would work with the grant reviewers to understand and adjudicate variances, above a defined threshold, between their scores.

Recommendation for grants – Following the scoring assessment, the results of the application reviews will be provided to the Department of Education as part of EY’s Score report.

2. The following is EY’s tentative process for application score calibration and discrepancy resolution. The process will be finalized after input and discussion with the Department of Education.

EY’s Quality Control team will review scored applications to evaluate the accuracy of the application reviewers scoring against the scoring matrix. As part of the scoring assessment, EY’s Quality Control team would work with the grant reviewers to understand and adjudicate variances, above a defined threshold, between their scores.

Following the calibration of individual application scores, the scores for all applications submitted for each program will be compiled and evaluated for outliers, above a defined threshold. EY’s plan to utilize both statistical, judgmental and visual analytical measures to identify outliers. EY’s Quality Control team will assess any identified outliers to determine whether any scoring adjustments are required or recommended.

Finally, the results of the application scoring assessment and program application assessment will be included in EY’s Score report and provided to the Department of Education for final decision.

MUTUALLY AGREED UPON CLARIFICATIONS (cont.)

D. Reviewer Management

1. Reviewer Management (Cycle 1) is the annual charge for one (grant) program. Reviewer Management (Cycle 2+) is the annual charge for two (2) grant programs. If there are three (3) or more grant programs in any fiscal year, the annual charge would be equal to three (3) times the Reviewer Management (Cycle 1) fee.

E. Projected Deliverables/Spend

1. The Department of Education has notified EY there will be no deliverables requested for the EOEC grant portion of the contract for FY25. EY has acknowledged and confirmed understanding.

MUTUALLY AGREED UPON TERMS AND CONDITIONS

The State and Contractor mutually agree to the below changes to the terms and conditions within the RFP. These sections of the RFP shall be removed and replaced with the following:

INSURANCE. Until all obligations under this Agreement or any Order are satisfied, and without limiting Contractor’s indemnification obligations under Indemnity, Contractor shall procure and maintain, for the duration of the Contract, the insurance policies set forth below. Contractor shall procure and maintain insurance 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. Contractor shall also procure and maintain insurance for claims arising out of their services including, but not limited to, loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. 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.

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): written on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 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. 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, Code 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 per accident for bodily injury or disease. If Contractor is a sole proprietor, partnership or has no statutory requirement for workers’ compensation, Contractor must provide a letter stating that it is exempt and agreeing to hold State of Ohio harmless from loss or liability for such.

4. Professional Liability (Errors and Omissions) Insurance appropriate to the Contractor’s profession, with limits not less than

$2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall cover all applicable Contractor personnel or subcontractors who perform professional services related to this agreement.

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, except that the foregoing shall not be construed to negate or override limitation of liability terms set forth in the Contract. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.

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 Contract 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.

Umbrella or Excess Insurance Policies Umbrella or excess commercial liability policies may be used in combination with primary policies to satisfy the limit requirements above. Such umbrella or excess commercial liability policies must apply without any gaps in the limits of coverage and be at least as broad as and follow the form of the underlying primary coverage required above.

MUTUALLY AGREED UPON TERMS AND CONDITIONS (cont.)

Notice of Cancellation Contractor must provide the State of Ohio with written notice of cancellation or material change to any insurance policy required above as soon as possible and must use best efforts to notify the State at least 30 days in advance of such cancellation or material change. Material change shall be defined as any change to the insurance limits, terms or conditions that would limit or alter the State’s available recovery under any of the policies required above. A lapse in any required insurance coverage during this Contract shall be a breach of this Contract.

Deductibles and Self-Insured Retentions The State may require the Contractor to provide proof of ability to pay losses and related investigations, claims administration and defense expenses within the retention.

Claims Made Policies If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive

Date prior to the contract effective date, the Contractor must purchase "extended reporting'' coverage for a minimum of three (3) years after completion of contract work. The Discovery Period must be active during the Extended Reporting Period.

Verification of Coverage Contractor must furnish the State of Ohio with certificates of insurance effecting coverage required by this clause. All certificates are to be received and approved by the State of Ohio 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. If there is a claim and coverage is disputed, The State of Ohio reserves the right to require complete copies of all insurance policies relevant to the claim, including endorsements relevant to the claim.

CONTRACT REMEDIES.

1. Actual Damages. Subject to the limitations set forth in Attachment 3, Part 4 Limitation of Liability, Contractor is liable to the State of Ohio for actual and direct damages caused by Contractor’s default. The State may buy substitute supplies or services, from a third party, for those that were to be provided by Contractor. The State may recover the costs associated with acquiring substitute supplies or services, less any expenses or costs saved by Contractor’s default, from Contractor.

2. Liquidated Damages. If actual and direct damages are uncertain or difficult to determine, the State may recover liquidated damages in the amount of 1% of the value of the order, deliverable or milestone that is the subject of the default, for every day the default is not cured by Contractor.

3. Deduction of Damages from Contract Price. The State may deduct all or any part of the damages resulting from

Contractor’s default from any part of the price still due on the contract, upon prior written notice being issued to the Contractor by the State.

GENERAL WARRANTIES. The Contractor warrants that the recommendations, guidance, and performance of the Contractor under this Contract will: (1) Be prepared or performed in a professional and workmanlike manner in accordance with the requirements of this Contract; (2) Unless otherwise provided in the RFP, be the work solely of the Contractor; and (3) No Deliverable will infringe on the intellectual property rights of any third party.

Additionally, with respect to the Contractor's activities under this Contract, the Contractor warrants that: (1) The Contractor has the right to enter into this Contract; (2) The Contractor has not entered into any other contracts or employment relationships that restrict the Contractor's ability to perform the contemplated services; (3) The Contractor will observe and abide by all applicable laws and regulations, including those of the State regarding conduct on any premises under the State's control; (4) The Contractor has good and marketable title to any goods delivered under this Contract and in which title passes to the State;

(5) All hardware, software, firmware, and similar devices and materials provided under this Contract will be designed to operate without regard to the turning of a century and process dates in a manner that takes into account dates occurring before and after the turning of a century; and (6) The Contractor has the right and ability to grant the license granted in any Deliverable in which title does not pass to the State.

The warranty regarding non-infringement is a continuing warranty. All other warranties related to services and deliverables apply during the term of the Contract. . If any portion of the Project fails to comply with these warranties, and the Contractor is so notified in writing, the Contractor will correct such failure with all due speed or will refund the amount of the compensation paid for such portion of the Project. The Contractor will also indemnify the State for any direct damages and claims by third parties based on a breach of these warranties. This obligation of indemnification will not apply where the State has modified or misused the Deliverable and the claim is based on the modification or misuse. The State agrees to give the Contractor notice of any such claim as soon as reasonably practicable. If a successful claim of infringement is made, or if the Contractor reasonably believes that an infringement claim that is pending may actually succeed, the Contractor will do one (1) of the following four (4) things: (1) Modify the Deliverable so that it is no longer infringing; (2) Replace the Deliverable with an equivalent or better item; (3) Acquire the right for the State to use the infringing Deliverable as it was intended for the State to use under this Contract; or (4) Remove the Deliverable and refund the amount the State paid for the Deliverable and the amount of any other Deliverable or item that requires the availability of the infringing Deliverable for it to be useful to the State.

SOFTWARE WARRANTY. The parties agree that this Contract does not involve software as a Deliverable. If this Contract involves software as a Deliverable, then, on acceptance and for 12 months after the date of acceptance of any Deliverable that includes software, the Contractor warrants as to all software developed under this Contract that: (a) the software will operate on the computer(s) for which the software is intended in the manner described in the relevant software documentation, the Contractor's Proposal, and the RFP; (b) the software will be free of any material defects; (c) the Contractor will deliver and maintain relevant and complete software documentation, commentary, and source code; and (d) the source code language used to code the software is readily available in the commercial market, widely used and accepted for the type of programming involved, and support programming in the language is reasonably available in the open market; and (e) the software and all maintenance will be provided in a professional, timely, and efficient manner.

For Commercial Software licensed from a third party that is incorporated in a Deliverable, the Contractor represents and warrants that it has done 1 of the following 3 things: (a) obtained the right from the third-party licensor to commit to the warranties and maintenance obligations in this Section; (b) obtained a binding commitment from the licensor to make those warranties and maintenance obligations directly to the State; or (c) fully disclosed in the RFP any discrepancies between the requirements of this section and the commitment the third-party licensor has made.

In addition, for Commercial Software that is incorporated in a Deliverable, the Contractor will: (a) maintain or cause the third-party licensor to maintain the Commercial Software so that it operates in the manner described in the RFP (or any attachment referenced in the RFP) and relevant Commercial Software documentation; (b) supply technical bulletins and updated user guides; (c) supply the State with updates, improvements, enhancements, and modifications to the Commercial Software and documentation and, if available, the commentary and the source code; (d) correct or replace the Commercial Software and/or remedy any material programming error that is attributable to the Contractor or the third-party licensee; (e) maintain or cause the third-party licensor to maintain the Commercial Software and documentation to reflect changes in the subject matter the Commercial Software deals with; (f) maintain or obtained a commitment from the third-party licensor to maintain the Commercial Software so that it will properly operate in conjunction with changes in the operating environment in which it is designed to operate.

For purposes of the warranties and the delivery requirements in this Contract, software documentation means well written, readily understood, clear, and concise instructions for the software's users as well as a system administrator. The software documentation will provide the users of the software with meaningful instructions on how to take full advantage of all of the capabilities designed for end users. It also means installation and system administration documentation for a system administrator to allow proper control, configuration, and management of the software. Source code means the uncompiled operating instructions for the entire System. The Contractor will not be obligated to provide source code for Commercial Software unless it is readily available from the licensor. The source code will be provided in the language in which it was written and will include commentary that will allow a competent programmer proficient in the source language to readily interpret the source code and understand the purpose of all routines and subroutines contained within the source code.

EQUIPMENT WARRANTY. The parties agree that this Contract does not involve Equipment as a part of any Deliverable. If any electrical equipment, mechanical device, computer hardware, telecommunications hardware, or other type of physical machinery ("Equipment") will be a part of any Deliverable, the following warranties apply. The Contractor warrants that the Equipment fully complies with all government environmental and safety standards applicable to the Equipment. The Contractor also warrants for 1 year from the acceptance date of the Equipment that the Equipment will perform substantially in accordance with specifications described in the RFP, the user manuals, technical materials, and related writings published by the manufacturer for the Equipment. The foregoing warranties will not apply to Equipment that is modified or damaged after title passes to the State.

The Contractor will notify the State in writing immediately upon the discovery of any breach of the warranties given above.

The Contractor's will do the following if any Equipment does not meet the above warranties:

1. Cause the Equipment to perform as required, or, if that is not commercially practicable, then;

2. Grant the State a refund equal to the amount the State paid for the Equipment or, if such has not been individually priced, the manufacturer's suggested retail price for the Equipment.

Except where the Contractor's breach of a warranty makes it not possible for the State to do so, the State will return the affected Equipment to the Contractor in the case of a refund under the previous paragraph.

LIMITATION OF LIABILITY. Notwithstanding any limitation provisions contained in the documents and materials incorporated by reference into this contract, the parties agree as follows:

1. Neither party will be liable for any indirect, incidental or consequential loss or damage of any kind including but not limited to lost profits, even if the parties have been advised, knew, or should have known of the possibility of damages.

2. The parties agree that the Contractor shall be liable for direct damages up to but not exceeding two (2) times the total amounts paid and payable to Contractor for services performed under the Contract to the extent such limitation does not impose an unlawful indemnification obligation on the State. The foregoing shall not limit Contractor’s liability for claims set forth in Ohio Revised Code Section 9.27(B)(4).

STANDARDS OF PERFORMANCE AND ACCEPTANCE. If the RFP does not provide otherwise, the acceptance procedure will be an informal review by the Agency Project Representative to ensure that each Deliverable and the Project as a whole comply with the requirements of this Contract. The Agency Project Representative will have up to 15 calendar days to do this.

No formal letter of acceptance will be issued, and passage of the 15 calendar days will imply acceptance, though the State will issue a notice of noncompliance if a Deliverable or the Project as a whole does not meet the requirements of this Contract. If the Agency Project Representative issues a letter of noncompliance, then the Contractor will have 15 calendar days to correct the problems listed in the noncompliance letter unless a longer period is mutually agreed upon by the State and Contractor. If the Contractor fails to do so, the Contractor will be in default without a cure period. If the Agency Project Representative has issued a noncompliance letter, the Deliverables or the Project as a whole will not be accepted until the Agency Project Representative issues a letter of acceptance indicating that each problem noted in the noncompliance letter has been cured.

If the problems have been fixed during the 15 day period, the Agency Project Representative will issue the acceptance letter within 15 calendar days.

If the Project fails to meet the standard of performance after 90 calendar days from the start of the performance period, the Contractor will be in default and will not have a cure period. In addition to all other remedies the State may have under this Contract, the State will have the right to request correction or replacement of the relevant portion of the Project.

COST SUMMARY

Grant Reviewer Services

CSP013622

UNSPSC CATEGORY CODE: 86141500

DESCRIPTION

UNIT OF MEASURE

COST

Review Cycle Recommendations EA $ 48,223.00

Process for Requesting and Receiving Grant Reviewer Applications EA $ 31,568.00

Training Plan Materials EA $ 68,885.00

Reviewer Management (Cycle 1) EA $ 76,502.00

Reviewer Management (Cycle 2+) EA $ 153,004.00

Scoring (Including Appeals) EA $ 41,770.00

FAQ Guide EA $ 22,007.00

Score Report EA $ 28,295.00

Review Report EA $ 28,285.00

CONTRACTOR INDEX

CONTRACTOR AND TERMS: BID CONTRACT NO.: CSP013622

78791 Ernst & Young US LLP One Manhattan West 395 9th Avenue New York, NY 10001

Remit To:

Ernst & Young US LLP PNC Bank c/o Ernst & Young US LLP 3712 Solutions Center Chicago, IL 60677-3007

CONTRACTOR’S CONTACT:

Gabe Sanders Office: (312) 879-3049 E-Mail: Gabe.Sanders@ey.com

Gary Burke Office: (214) 969-8633 Fax: (866) 999-2154 E-Mail: Gary.Burke@ey.com mailto:costonca@gmail.com mailto:Gary.Burke@ey.com

CONTRACT FOR: GRANT REVIEWER SERVICES