CSP903421_Revised_Contract.pdf

Index No.: EDU115 Eff. Date: 11/01/24

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: PARENT MENTOR OVERSIGHT AND PROFESSIONAL DEVELOPMENT

CONTRACT NUMBER: CSP903421 EFFECTIVE DATES: 02/08/2021 TO 10/31/2022

* Renewal through 10/31/26

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

CSP903421 that opened on 10/23/20. 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:

www.ohio.gov/procure

* Indicates renewal through 10/31/26, per Amendment 4.

Eff. Date: 02/08/21

MUTUALLY AGREED UPON CHANGES

The following have been mutually agreed upon by the Department of Education and the Contractor:

A. The State of Ohio agrees to remove the Related Contracts section from the Terms and Conditions.

B. The State of Ohio agrees to remove all Indemnification and hold harmless language from the Subcontracting Section of the Terms and Conditions.

C. The State of Ohio agrees to remove all Indemnification language from the General Warranties Section of the Terms and Conditions.

D. The State of Ohio agrees to OSU’s Self-Insured Status.

E. The State of Ohio agrees to remove all Indemnification and hold harmless language from the Insurance section of the

Terms and Conditions.

F. The State of Ohio agrees to remove the Insurance Providers rating requirements from the Insurance section of the Terms and Conditions.

G. The State of Ohio agrees to remove the General Warranties, Software Warranties, Equipment Warranties, General Exclusion of Warranties and Indemnity sections from the Terms and Conditions.

H. The State of Ohio agrees to replace the Limit of Liability section under the Insurance section of the Terms and Conditions to the following:

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 contractor further agrees that the contractor shall be liable for all direct damages due to the fault or negligence of the contractor.

3. The State agrees that the State shall be liable for all direct damages due to the fault or negligence of the

State.

I. The State of Ohio agrees to replace the Cyber Liability and Professional Liability paragraphs under the Insurance section of the Terms and Conditions to the following:

1. 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 shall be maintained throughout the term of this agreement.

2. Cyber liability (first and third party) with limits not less than $2,000,000 per claim, $2,000,000 aggregate Covering liability arising from Contractor’s failure to protect sensitive personal or corporate information in any format; expenses to notify customers or employees whose sensitive information has been reached, as well as expenses to obtain legal, public relations or crisis management services to restore State’s reputation and any liability arising out of the failure of network security, including unauthorized access or unauthorized use of corporate systems, a denial of service attack, or transmission of malicious code.

J. The State of Ohio agrees to remove the Additional Insured Language under the Insurance section of the Terms and Conditions has been removed.

K. The State of Ohio agrees to remove the State Personnel Insured section of the Terms and Conditions has been removed.

MUTUALLY AGREED UPON CHANGES (CON’T)

L. The State of Ohio agrees to replace the Replacement Personnel section of the General Terms and Conditions to the following:

1. If the Offeror’s Proposal contains the names of specific people who will work on the Project, then the quality and professional credentials of those people were material factors in the State's decision to enter into this Contract. Therefore, the Contractor will use all commercially reasonable efforts to ensure the continued availability of those people. Also, the Contractor will not remove those people from the Project without the prior, written notice of the State except as provided below.

2. The Contractor may remove a person listed in its Proposal from the Project if doing so is necessary for legal or disciplinary reasons. The Contractor must make a reasonable effort to give the State 30 calendar days’ prior, written notice of the removal.

3. The Contractor must have qualified replacement people available to replace any people listed by name in its

Proposal. When the removal of a listed person is necessary, or if a person becomes unavailable, the Contractor will notify the State of the qualifications of the replacement. The State will review the qualifications and either approve or deny the replacement. Reasonable approval will not be withheld.

M. The State of Ohio agrees to replace the Suspension and Termination section of the Terms and Conditions to the following:

1. The State may terminate this Contract if the Contractor defaults in meeting its obligations under this Contract and fails to cure its default within the time allowed by this Contract, or if a petition in bankruptcy (or similar proceeding) has been filed by or against the Contractor. The State may also terminate this Contract if the Contractor violates any law or regulation in doing the Project, or if it appears to the State that the Contractor’s performance is substantially endangered through no fault of the State. In any such case, the termination will be for cause, and the State’s rights and remedies will be those identified below for termination of cause.

On written notice, the Contractor will have 30 calendar days to cure any breach of its obligations under this Contract, provided the breach is curable. If the Contractor fails to cure the breach within 30 calendar days after written notice or if the breach is not one that is curable, the State will have the right to terminate this Contract. The State may also terminate this Contract in the case of breaches that are cured within 30 calendar days but are persistent. “Persistent” in this context means that the State has notified the Contractor in writing of the Contractor’s failure to meet any of its obligations three (3) times. After the third notice, the State may terminate this Contract without a cure period if the Contractor again fails to meet any obligation.

The three (3) notices do not have to relate to the same obligation or type of failure. Some provisions of this Contract may provide for a shorter cure period than 30 calendar days or for no cure period at all. Those provisions will prevail over this one. If a particular section does not state what the cure period will be, this provision will govern.

The State may also terminate this Contract for its convenience and without cause or if the Ohio General Assembly fails to appropriate funds for any part of the Project. If a third party is providing funding for the Project, the State may also terminate this Contract should that third party fail to release any Project funds.

The RFP identifies any third party source of funds for the Project.

The notice of termination, whether for cause or without cause, will be effective as soon as the Contractor receives it. Upon receipt of the notice of termination, the Contractor will immediately cease all work on the Project and take all steps necessary to minimize any costs the Contractor will incur related to this Contract.

The Contractor will also promptly prepare a report and deliver it to the State. The report must be all-inclusive; no additional information will be accepted following the initial submission. The report must detail the work completed at the date of termination, the percentage of the Project’s completion, any costs incurred in doing the Project to that date and any Deliverables completed or partially completed but not delivered to the State at the time of termination. The Contractor will also deliver all the completed and partially completed Deliverables to the State with its report. If delivery in that manner would not be in the State’s interest, then the Contractor will propose a suitable alternative form of delivery.

If the State terminates this Contract for cause, it will be entitled to cover for the Project by using another Contractor on such commercially reasonable terms as it and the covering contractor may agree.

If the termination is for the convenience of the State, the Contractor will be entitled to compensation for any work and non-cancel-able commitments on the Project that the Contractor has performed before the termination. Such compensation will be the Contractor’s exclusive remedy in the case of termination for convenience and will be available to the Contractor only once the Contractor has submitted a proper invoice for such, with the invoice reflecting the amount determined to be owing to the Contractor by the State.

The State will have the option of suspending rather than terminating the Project where the State believes that doing so would better serve its interests. In the event of a suspension for the convenience of the State or for cause, the Contractor will be entitled to receive payment for the work performed and un-cancel-able commitments before the suspension.

In the case of a suspension for the State’s convenience, the amount of compensation due to the Contractor for work performed before the suspension will be determined in the same manner as provided in this section for termination for the State’s convenience. No payment under this provision will be made to the Contractor until the Contractor submits a proper invoice.

Any notice of suspension, whether with or without cause, will be effective immediately on the Contractor’s receipt of the notice. The Contractor will prepare a report concerning the Project just as is required by this Section in the case of termination. After suspension of the Project, the Contractor will perform no work without the consent of the State and will resume work only on written notice from the State to do so. In any case of suspension, the State retains its right to terminate this Contract rather than to continue the suspension or resume the Project. If the suspension is for the convenience of the State, then termination of the Contract will be a termination for convenience. If the suspension is with cause, the termination will also be for cause.

The State will not suspend the Project for its convenience more than once during the term of this Contract, and any suspension for the State’s convenience will not continue for more than 30 calendar days. If the Contractor does not receive notice to resume or terminate the Project within the 30-day period, then this Contract will terminate automatically for the State’s convenience at the end of the 30 calendar day period.

Any default by the Contractor or one of its subcontractors will be treated as a default by the Contractor and all of its subcontractors. The Contractor will be solely responsible for satisfying any claims of its subcontractors for any suspension or termination. They will look solely to the Contractor for any compensation to which they may be entitled.

The Contractor may, at its discretion, request termination with a minimum 30 day notice in writing. The State will review the request and respond in writing to the Contractor with its findings.

N. The State agrees to grant The Ohio State University the same termination rights that the State has under the Suspension and Termination Section of the Terms and Conditions.

O. The State of Ohio agrees to replace the Representative section of the Terms and Conditions to the following:

1. The State's representative under this Contract will be the person identified in the RFP or a subsequent notice to the Contractor as the “Agency Project Representative”. The Agency Project Representative will review all reports made in the performance of the Project by the Contractor, will conduct all liaison with the Contractor, and will review the Deliverables and the complete Project. The Agency Project Representative may assign to a manager, responsibilities for individual aspects of the Project to act as the Agency Project Representative for those individual portions of the Project.

The Contractor’s Project Manager under this Contract will be the person identified in the Proposal as the “Project Manager." The Project Manager will conduct all liaisons with the State under this Contract. Either party, upon written notice to the other party, may designate another representative. The Project Manager may not be replaced without the approval of the State if that individual is identified in the Proposal as a key individual on the Project. Reasonable approval will not be withheld.

Eff. Date: 11/01/22

* Page 5

** Attachment Two: Requirements for Proposals; 17 – Governing The Expenditure Of Public Funds For Offshore Services:

The Contractor agrees to the following:

1. Prohibition of the Expenditure of Public Funds for Offshore Services:

No State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided to the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming the Contractor understands and will meet the requirements of the above prohibition. During the performance of this Contract, if the Contractor changes the location(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

* Indicates repagination.

** Indicates the addition of a Mutually Agreed Upon Changes to the contract and updated language regarding the Expenditure of Public Funds for Offshore Services.

https://procure.ohio.gov/pdf/EO2022-02D/04-Affirmation%20and%20Disclosure%20Form_3-4-22.pdf

COST SUMMARY

Parent Mentor Oversight and Professional Development

UNSPSC CATEGORY CODE: 86000000

OAKS

Item #

Deliverables

Unit of Measure

Cost Contract

Inception to 10/31/2021

Cost 11/01/2021 to 10/31/2022

Cost 11/01/2022 to 10/31/2023

Cost 11/01/2023 to 10/31/2024

**Cost 11/01/2024 to 10/31/2025

**Cost 11/01/2025 to 10/31/2026

39123

Consult with Parent Mentors across the State and report monthly a summary of the content and results of those consultations.

Each $1,666.67 $1,666.67 $1,666.67 $1,666.67 $1,666.67 $1,666.67

39124

Provide at least six (6) professional development events per year.

Report details about training topics, target audiences, locations, and numbers of participants to the

OEC.

Each $19,951.67 $19,951.67 $19,951.67 $19,951.67 $19,951.67 $19,951.67

39125

Develop, administer and analyze the results from the annual survey to stakeholders. Survey analysis to be shared with the OEC.

Each $20,300.00 $20,300.00 $20,300.00 $20,300.00 $20,300.00 $20,300.00

39126 Biannual Report Each $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00

39127 Biannual Meeting/Presentation of the Biannual Report Each $2,500.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00

39128 Regional meeting Each $2,113.13 $2,113.13 $2,113.13 $2,113.13 $2,113.13 $2,113.13

39129 Annual Professional Development Conference (Virtual) Each $22,717.00 -- $22,717.00 $22,717.00 $22,717.00 $22,717.00

39130 *Annual Professional Development Conference (In-Person) Each -- $55,000.00 $55,000.00 $55,000.00 $55,000.00 $55,000.00

39131 Develop, organize and execute an annual orientation for new Parent Mentors. (Virtual)

Each $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00

Note on PO

Develop, organize and execute an annual orientation for new Parent Mentors. (In-Person)

Each $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

*If the Ohio Department of Education agrees that a face to face conference is not feasible, a virtual conference will be conducted at a cost of $22,717.

All costs must be in U.S. Dollars.

The State will not be responsible for any costs not identified.

There will be no additional reimbursement for travel or other related expenses.

** Indicates addition of Cost Columns “Cost 11/01/2024 to 10/31/2025” and “Cost 11/01/2025 to 10/31/2026”, per Amendment 4, effective 11/01/24.

Eff. Date: 02/14/24

CONTRACTOR INDEX

CONTRACTOR AND TERMS: BID CONTRACT NO.: CSP903421

0000000678 TERMS: Net 30 Days Ohio State University 1960 Kenny Rd Columbus, OH 43210

CONTRACTOR’S CONTACT:

* Aimee Sanford Office: (614) 688-2773 Sr. Sponsored Program Officer E-Mail: sanford.136@osu.edu

* Amended to update the contact information, per Amendment 3, effective 02/14/24.

mailto:sanford.136@osu.edu

SUMMARY OF AMENDMENTS

Amendment

Number Effective

Date Description

4 11/01/24

This amendment is issued to notify that as a result of mutual agreement between the State of Ohio and the Contractor, this Contract is renewed for an additional twenty-four (24) months, effective 11/01/24 through 10/31/26.

In addition, this amendment is issued to update the Cost Summary page to add “Cost 11/01/2024 to 10/31/2025” and “Cost 11/01/2025 to 10/31/2026” columns.

3 02/14/24 This amendment is issued to update the contact information for Ohio State University, effective 02/14/24.

2 11/01/22

This amendment is issued to notify that as a result of mutual agreement between the State of Ohio and the Contractor, this Contract is renewed for an additional twenty-four (24) months, effective 11/01/22 through 10/31/24.

In addition, this amendment is issued to update the Cost Summary page to add “Cost 11/01/2022 to 10/31/2023” and “Cost 11/01/2023 to 10/31/2024” columns, to update the Contact listed on the Contractors Index page, and to repaginate.

This amendment is also issued to include updated language regarding the Prohibition of the Expenditure of Public Funds for Offshore Services.

1 02/26/21

This amendment is issued to notify of the addition of OAKS Item numbers to the Cost Summary page.

This amendment is also issued to correct the Index Number on page Six (6).

Additionally, this amendment is issued to add a Summary of Amendments page.