DEV26TOU Brochure Distribution Vendor for Rest Areas RFP.pdf

REQUEST

FOR PROPOSALS

Brochure Distribution Vendor for Travel Information Centers (TIC rest areas)

TourismOhio

DEV26TOU11

Brochure Distribution for TourismOhio | 2025

RFP Number: DEV26TOU11

The Ohio Department of Development, Office of TourismOhio, is requesting proposals for:

TourismOhio

RFP Issued: October 24,025 Inquiry Period Begins: October 24,025 Inquiry Period Ends: November 14, 2025 @ 1:00PM Proposals Due: December 1, 2025 @ 1:00PM

TABLE OF CONTENTS

OBJECTIVE

SUBMISSION

COMMODITY CODE

SPECIAL PROVISIONS

OFFEROR REQUIREMENTS

SCOPE OF WORK

DELIVERABLES

SCORING OVERVIEW

TECHNICAL PROPOSAL SCORING

TECHNICAL PROPOSAL EVALUATION

PREFERENCES

EXHIBIT ONE

EXHIBIT TWO

EXHIBIT THREE

EXHIBIT FOUR

Objective Development works to offer travelers and visitors in Ohio information about the great ways to experience the state through a number of mediums, including offering brochures within certain rest areas around the state. These designated Tourism Information Centers (TICs) are an important way to promote tourism In Ohio. TourismOhio, a division of the Ohio Department of Development (ODOD), is seeking a reliable Vendor to provide storage of and distribution of Ohio tourism related brochures in designated TICs in the State of Ohio. Said services will be performed in accordance with the regulations set forth by federal and state law.

Term of Contract Once awarded, the term of the Contract will be from January 1, 2026, to June 30, 2027. The State may solely renew this Contract at its discretion for a period of one month. Any further renewals will be by mutual agreement between the Contractor and the State. The cumulative time of all mutual renewals may not exceed two years. The State may renew all or part of this Contract subject to the satisfactory performance of the Contractor and the needs of the Agency.

What Ohio Offers

For Visitors Ohio is home to stunning natural attractions including 76 free state parks, Cuyahoga Valley National Park and Wayne National Forest. Visitors also enjoy world-class dining, a vibrant arts scene, amusement parks, major sporting events, and a selection of local breweries, wineries, and distilleries.

For Workers and Students Ohioʼs economy is stronger and more diversified than ever before, making Ohio a major competitor in the global market. Ohio invests in business expansion and development and is focused on growing its skilled workforce through targeted investments and programs. This has resulted in numerous companies choosing to locate and expand here including over 20 Fortune 500 companies. Ohio is a leader in research and technology as is evident by the work of companies like Battelle and the work of our universities and colleges.

For Residents Ohio offers affordability and a rich array of outdoor activities, catering to diverse lifestyles in urban, suburban, and rural settings. Our stateʼs cultural diversity and community values make it a great place to make a life.

About TourismOhio

TourismOhio tells the story of distinctive and unforgettable Ohio experiences. It provides support to Ohio tourism destinations as they share their stories through public relations, marketing, advertising, and the development of strategic content. Tourism is a key economic driver for Ohio, and TourismOhio works to promote the state as a premier destination, focusing on the people, places and spaces that make Ohio great. TourismOhio works to market Ohio as the best place to explore, to start and raise a family, to pursue an education, to do business, and the place where you can live your best life.

Vision To be the state where all can follow their hearts, realize their dreams, and experience unparalleled opportunity.

Mission To showcase all that Ohio has to offer as a place of adventure, a place of promise, and the place for you.

TourismOhio Objectives

• Increase market share among Ohioʼs competitive set (Michigan, Pennsylvania, West Virginia, Kentucky, Indiana).

• Encourage more people to explore, to start and raise a family, to pursue an education, and to do business in the great state of Ohio.

• Continue to deliver a positive return on Ohioʼs advertising investment.

• Increase the economic impact of tourism on Ohioʼs economy.

• Grow partnerships with local destinations and businesses that help Ohio communities succeed.

Economic Impact Tourism is a major economic driver for the state. In 2023, Ohio's tourism industry captured a record $56 billion in visitor spending and welcomed 238 million visitors from Ohio and other states. The industry also supported 436,000 seasonal, part-time, and full-time jobs. These are solid increases over 2022's numbers, when Ohio's tourism industry generated $53 billion in visitor spending, welcomed 233 million visitors, and supported 424,000 seasonal, part-time, and full-time jobs.

Submission Proposals and supporting documentation must be submitted via OhioBuys for consideration. Any documentation submitted after 1:00 pm on the closure date listed in Ohio Buys will not be accepted.

Please include a completed copy of the Offeror acknowledgements and current agreements disclosure form in the final submission.

OhioBuys training materials can be located at Supplier Resources https://procure.ohio.gov/bidders-and-suppliers/resources/bidder-and-supplier-training/04-ob-training

To participate or submit an inquiry for this solicitation, prospective Offerors must be registered via the OhioBuys Supplier Portal. Click the following link to initiate this process Selling to the State

Should technical support be required during the submission process please contact (614) 466-5090. This is for technical support only and shall not be utilized to submit inquiries related to the solicitation contents.

Proposers are advised there will be no opportunity to correct mistakes or deficiencies in their submitted materials after the Proposal Due Date. Proposals that are incomplete or otherwise missing required information may not be evaluated.

It is the Proposer's responsibility to ensure timely submission of a complete Proposal. Late Proposals will not be scored. Development is under no obligation to consider a Proposal which is received after the Proposal Due Date or that is incomplete. Proposals that are not submitted in the format requested will not be scored.

No supplementary or revised materials will be accepted after the Proposal Due Date unless specifically requested by Development.

All costs incurred in the preparation of the Proposal shall be borne by the Proposer alone, and Development shall not contribute, in any way, to the cost of the preparation of the Proposal.

Any and all documents developed by the Proposer during the course of this project will be provided to Development upon request and will become the property of Development, and the Proposer shall not assert any claims arising under copyright or otherwise inconsistent with the transfer of ownership of such documents.

All information submitted in response to this RFP shall be a public record unless a statutory exception exists that would protect the information from release to the public. Any information submitted with the Proposal which the Proposer reasonably believes to be a trade secret, as that term is defined in Section 1333.61 of the Ohio Revised Code, may be designated as such by marking the information as follows: the phrase “trade secret,” marked with two asterisks on each side, must be placed at the beginning and end of the trade secret information (example: ** TRADE SECRET **). In addition, the trade secret information shall be underlined. Information determined to be a trade secret under the laws of the State of Ohio may be protected as trade secrets by Development in accordance with Ohio law.

Development reserves the right to:

Accept or reject any and all Proposals and/or bids if Development determines that it is in the best interests of the State to do so.

Rebid this RFP, requesting new Proposals from qualified firms.

Waive or modify minor irregularities in Proposals received.

Negotiate with Proposer(s), within the requirements of this RFP, to best serve the interests of the State.

https://procure.ohio.gov/bidders-and-suppliers/resources/01_selling+to+the+state

Require the submission of modifications or additions to Proposals as a condition of further participation in the selection process.

Fund any Proposal in full or in part; any assignments of work by Development under the scope of this RFP will be made dependent on need and the availability of adequate, specific funding.

Not make an award at the end of the evaluation process; this RFP is not to be interpreted or construed to guarantee that one or more Proposers submitting responses will be awarded contracts.

Adjust the RFP Calendar of Event dates for whatever reason it deems appropriate.

Contact Proposer to clarify any portion of the Proposer’s submittal.

If, during the review process, Development determines that it is necessary to make further distinctions between certain Proposers, Development may request certain selected Proposers to make a presentation to staff and reviewers.

In accordance with federal and state statutes and Development policy, no person shall be excluded from participation or subject to discrimination in the RFP process on the basis of race, color, age, sex, national origin, military status, religion, or disability.

Note: Chrome is the preferred browser for OhioBuys and having only a single window open and logged in will reduce errors during the submission process.

Commodity Code 78121600 – Material Handling Services

Special Provisions Subcontractors.

If an Offeror chooses to incorporate subcontracting to supplement completion of the scope of work, an agreement between the offeror and subcontractor must be included in the offerorʼs submission or prior to contract award.

Travel.

Any items within the scope of work that may require travel must have this expense incorporated into the associated deliverable and will not be reimbursed.

Agency Special Conditions.

The Department reserves the right to add additional terms to the contract after award, if the Department determines doing so is for the purpose of meeting obligations under state or federal law.

Agency Bill To Address.

This information will be disclosed at contract award.

Offeror Registration Form To register to do business in Ohio and to access supplier forms, click here:

https://ohiopays.ohio.gov/getting-started/02-how-to-register/02-how-to-register.

Proposal Submittal.

Each Offeror must submit a technical proposal and a cost proposal as separate sections of its Proposal before the opening time on the Proposal due date.

Each section must be submitted in its own separate, electronic submission. The submission with the technical proposal will be electronically sealed (the electronic envelope), and the submission with the cost proposal will be separately electronically sealed (the electronic envelope).

Each requirement of a Proposal represents only a part of the total basis for a decision to award the Contract, and a failure by an Offeror to make a required submission or meet a Mandatory Requirement normally will result in a rejection of that Proposal. The value assigned to each requirement is used to determine which Proposal is the most advantageous to the Agency in relation to the other Proposals received. It is not a basis for determining the importance of meeting that requirement.

Offerors must submit their Proposals electronically in OhioBuys before the noted time on the Proposal due date. OhioBuys will not allow submission or modification to a submission after the deadline. An Offeror submitting an electronic Proposal must allow for adequate time for uploading a Proposal prior to the due date and time. Technical difficulties experienced by the Offeror will not be an exception.

Each Offeror must carefully review the requirements of this RFP and the contents of its Proposal. Once opened, Proposals cannot be altered or withdrawn, except as allowed by this RFP.

The Agency is not responsible for the accuracy of any information regarding this RFP that was gathered through a source other than the inquiry process described in the RFP.

The Agency may reject any Proposal if the Offeror takes exception to the terms and conditions of this RFP, includes unacceptable assumptions or conditions in its Proposal, fails to comply with the procedure for participating in the RFP process, or fails to meet any requirement of this RFP. The Agency also may reject any Proposal it believes is not in its interest to accept, cancel this RFP, or decide not to award a Contract to any of the Offerors responding to this RFP.

The State maintains a policy that debriefing of the evaluation process will not be conducted. Offerors should not contact the State either during or after the solicitation process to request a debriefing. In lieu of a debriefing, Offerors may file a public records request with the State using the following link, https://ohiobuys.ohio.gov/page.aspx/en/prj/foia_request_extranet_manage.

https://ohiopays.ohio.gov/getting-started/02-how-to-register/02-how-to-register https://ohiobuys.ohio.gov/page.aspx/en/prj/foia_request_extranet_manage

Offeror Requirements Offeror Experience Requirements Candidates must have experience in conducting similar types of warehousing and brochure distribution. References must be provided with this submission.

Reference Exhibit One.

Affirmation and Disclosure Form Candidates must complete Exhibit Two.

Offeror Certification Form Candidates must complete Exhibit Three.

Standard Terms and Conditions Candidates must review Exhibit Four.

Scope of Work

Development is soliciting proposals from which to select a provider of brochure distribution services in designated Tourist Information Centers in the State of Ohio. Said services will be performed in accordance with the regulations set forth by federal and state law.

Development intends to enter into a 18-month contract with for brochure distribution services. The contract period shall be from January 1, 2026, to June 30, 2027.

The Contractor will be selected through the process dictated by state law and procurement practices with a capability to plan, implement and deliver a high-quality brochure distribution service to the traveling public, to Clients and to Development by providing the service.

Locations: The rest areas with TICs that Contractor shall stock with brochures include those listed below:

Ashtabula County

I-90 Westbound near Conneaut

Belmont County I-70 Westbound from Pennsylvania near St.

Clairsville

Butler County (2) I-75 Northbound and Southbound between Cincinnati and Dayton

Licking County (2) I-70 Westbound or I-70 Eastbound between Zanesville and Columbus

Preble County

I-70 Eastbound at the border of Indiana

Scioto County U.S. 23 (can be accessed by both northbound and southbound)

Warren County (2) I-71 Northbound and Southbound between Cincinnati and Columbus

Washington County

I-77 Northbound

Wayne County (2)

I-71 Northbound and Southbound

Wood County (2) I-75 Northbound and Southbound near Bowling Green

Additional locations may be added by mutual agreement between the Contractor and Development.

The Contract will be for brochure distribution only.

Activities conducted under the brochure distribution contract include:

1. The Contractor would provide rates and a service structure with a range of cost-effective options for a variety of budgets and marketing needs and each Client would pay for their portion of service. It is the sole decision of each Client to advertise through brochure distribution.

2. Visitor destination marketers/advertisers have indicated a desire for flexibility in being able to select:

• Number of TICs where their material is offered.

• Location of TICs where their material is offered.

• Amount and frequency of restocking.

• Seasonal adjustments.

3. Contractor will maintain a warehouse where visitor destination marketers/advertisers can ship or deliver marketing literature for distribution among designated state rest areas with TICs.

4. Display racks exist or will be added in the TICs, and Contractor will use these racks.

• In rest areas which do not have display racks, Development has full authority on overall design of the racks to be used.

• Contractor will ensure brochures racks are clean and are displayed in an attractive manner.

5. Contractor will be responsible for regular and reliable stocking of display racks including:

• Adequate stocking of racks for heaviest travel days

• An inventory system which provides the visitor destination marketer/advertiser with advance notice when supplies of literature are running low

• Seasonal adjustments

6. Contractor will provide brochure distribution services for TourismOhio literature, Ohio

Department of Transportation state maps, Ohio Department of Natural Resources State Park brochures, and the Ohio-250 literature (for calendar year 2026) by the same means and of the same quality as other Clients, free of charge.

7. Contractor will perform an audit of each rest area location to document the type and number of racks that exist in each location presently, and how many publications can be displayed. The number of Clients at each TIC is dictated by the number of available spaces for brochures and the Contractor must not oversale.

8. Once contract is awarded, the Contractor will work in coordination with TourismOhio to create a display scheme for placement of publications in the brochure racks for each rest area location. The scheme will maintain uniformity among all rest area locations, (i.e., the Ohio Travel Guide goes in the upper right location, Ohio State Parks publication in the next slot to the left, etc.). The display scheme must not change unless authorized by TourismOhio.

9. Contractor must ensure that display scheme contains diverse, non-repetitive placement of publication, unless authorized by TourismOhio. If additional brochure spaces are available once every contracted publication is placed, these spaces will be filled with State of Ohio publications in the following order:

• The Official Ohio Travel Guide

• Ohio Department of Transportation state map

• Ohio Department of Natural Resources State Parks brochure

• Ohio-250 (for the calendar year of 2026)

10. Contractor will provide Development with a quarterly report of all Clients participating in the distribution program, indicating what type of publication they are providing (magazine style, brochure style), and showing the TIC locations the Client has requested to have their publication.

11. Contractor will maintain records of all literature quantities received from each Client and will provide quantities used and on hand to Clients upon request.

12. Restrictions: The Contractor shall not include destinations outside of the state of Ohio.

• Materials must represent an Ohio entity and must be clearly tourism related.

• Materials must promote one or more of the following:

o Destination: a specific county, city, town or village, a defined area or region of the state, or other geographical location or point of interest.

o Attraction: a natural or man-made point of interest providing educational, historical or entertainment value to travelers.

o Event: a festival or occasion.

NOTE: Coupon books, hotel discount books and the like are not acceptable. Materials must be printed on stock of sufficient weight to prevent drooping in the display racks.

13. Rest areas are safe and family-friendly places for travelers to stop. ODOD/TourismOhio is committed to monitoring and maintaining goodwill with the traveling public. The Contractor shall not allow any materials that would have a negative impact on the image of the state of Ohio in any way, including the following:

• Advertising shall not denigrate, discriminate, or encourage discrimination against any groups based on gender, religion, race, ethnic or political affiliations or include the name of any group that has historically advocated for the denigration of groups based on gender, religion, race, ethnic or political affiliations.

• Advertising shall not contain obscene, pornographic, indecent, or explicit messages or contain an offensive level of sexual overtone, inuendo or double entendre.

• Contractor shall not allow advertising of products or services with sexual overtones such as massage parlors, escort services, or establishments for show or sale of x-rated, adult-only or pornographic movies or products or services for establishments primarily featuring nude or semi-nude materials.

• No advertising shall promote contraceptive products or services, or services related to abortion, euthanasia or counseling regarding those issues or contain expressions of opinion for or against any of the aforementioned materials.

• No advertising shall promote the use of alcohol, marijuana (recreational or medicinal), tobacco or firearms.

• No advertising shall concern a political candidate, election or ballot measure scheduled for consideration by the electorate of any state (including city, county, school district, etc.).

Deliverables Deliverable Estimated Due Date Servicing TIC locations (replenishing quantities of each brochure) Bi-Weekly and as needed.

Scoring Overview

Criteria

Maximum Available Points

Technical Requirements

500 Points

Technical Proposal Scoring

The State will score a Proposal by multiplying the score received in each category by its assigned weight and adding all categories together for the Offerorʼs technical score. Numerical values are defined as follows:

Numerical Rating

Adjective Description

5 Excellent • Response demonstrates an approach to the proposed work with an exceptional solution or level of quality.

• Response contains many significant strengths and few minor weaknesses, if any.

• There is very little risk that the Offeror would fail to satisfy the requirement(s).

4 Very Good • Response demonstrates an approach offering unique or innovative methods of performing the proposed work or delivering a solution.

• Response contains many strengths that outweigh the weaknesses.

Weaknesses, if any, are very minor and can be readily corrected.

• There is little risk that the Offeror would fail to satisfy the requirement(s).

3 Acceptable • Response demonstrates an approach that offers an acceptable solution or level of quality.

• Response contains strengths that are balanced by the weaknesses. Weaknesses are minor and can be corrected.

• There is some probability of risk that the Offeror may fail to satisfy some of the requirement(s).

2 Weak • Response demonstrates an approach that inadequately addresses the requirements and/or objectives.

• Response contains weaknesses that are not offset by strengths.

There are significant weaknesses and very few strengths.

• There are questions about the likelihood of success and there is a risk that the Offeror may fail to satisfy the requirement(s).

1 Poor • Response demonstrates an approach that does not meet the stated requirements and/or objectives, lacks essential information, is conflicting, and/or is unproductive.

• Response contains many significant weaknesses and very minor strengths, if any.

• There is not a reasonable likelihood of success and a high risk that the Offeror would fail to satisfy the requirement(s).

0 Completely Deficient

• Response is missing necessary information to demonstrate that the Offeror can perform.

• Response is devoid of strengths.

• Response has an unacceptable level of risk that the Offeror will fail to satisfy the requirement(s).

Technical Proposal Evaluation Each prospective Offeror shall provide evidence of the following within their proposal.

Warehousing Weight Rating Extended Score

1. Provide an overview of your company's history and capacity to provide warehousing and inventory management of various publications.

Fulfillment Operations

2. Describe your company’s ability to deliver and stock various publications on a weekly/bi-weekly schedule. 40

Reporting & Technology

3. Describe your system for generating the required quarterly and annual reports. Provide sample reports that meet the specifications outlined in the scope.

Staffing Plan

5. Provide a detailed staffing plan that identifies all key personnel required to do the project and their responsibilities. The plan must identify the proposed project personnel aligned with the activities and tasks that will be completed for the project. Include staff qualifications, experience, and length of service.

Preferences Following the initial evaluation and scoring, all Proposals will be considered for preferences.

Preferences will be calculated at a rate of five percent (5%) for the first preference and two percent (2%) each for the second and third preferences. The preferences shall be combined and applied as a total percentage of the original Proposal to determine the score for evaluation purposes.

Preferences will only be applied if there is at least one Offeror that does not qualify for that particular preference. For purposes of qualifying for a preference, an Offeror failing to complete the certification for each preference will be deemed as not qualifying for that preference.

• For the Buy American preference, if any Offeror offers a product that is not a domestic source end product, the State will add the applicable percentage of the total available points to the total score of each Offeror offering a domestic source end product.

• For the Buy Ohio preference, if any Offeror is a Buy Ohio Offeror claiming the preference, the State will add the applicable percentage of the total available points to each Buy Ohio Offerorʼs total score.

• If claiming the preferences in (a) and (b) based on the product(s) offered, an Offeror is only eligible to receive the preference if the cost of the product(s) offered exceeds 50% of the total offered cost for products and services. A Buy Ohio Offeror is also eligible to receive the Buy Ohio preference based on its significant economic presence in Ohio or a border state.

• For the Veteran-Friendly Business preference, the State will add the applicable percentage of the total available points to any certified veteran-friendly business Offerorʼs total score.

The current version of the Preference Certification Form is available at:

https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Pr eference%20Certification%20Statements%207.23.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Preference%20Certification%20Statements%207.23.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Preference%20Certification%20Statements%207.23.pdf

Exhibit One

OFFEROR PRIOR PROJECT EXPERIENCE AND QUALIFICATIONS FORM

Offeror Name: Project Name

The Offeror must have experience successfully completing a project similar in size, scope, and complexity to the Work described in this RFP.

Client Name:

Contact Name:

(Indicate Primary or Alternate)

Contact Title:

Client Address:

Contact Phone Number:

Contact Email Address:

Beginning Date of Project: / Ending Date of Project:

Month/Year Month/Year

[intentionally left blank] Type of client (Check One):

____Federal ____Local

____State ____other governmental entity

____Institution of Higher Education

____Fortune 500 ____Global Fortune 500

____Other:

Describe how the project identified above shows the Offerorʼs experience, capability, and capacity to meet the requirements and achieve the milestones for this RFP.

Exhibit Two

AFFIRMATION AND DISCLOSURE FORM

The current version of the Affirmation and Disclosure Form is available at:

https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_For ms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf

Exhibit Three

OFFEROR CERIFICATION FORM

The Offeror certifies that its responses to the following statements are true and accurate. The Offeror’s answers apply to the last seven years. Please indicate yes or no in each column.

Yes/No Description

1. Offeror has had a contract terminated for default or cause.

2.

Offeror has been assessed any penalties in excess of $10,000.00, including liquidated damages, under any of its existing or past contracts with any organization (including any governmental entity).

3. Offeror was the subject of any governmental action limiting the right of the Offeror to do business with that entity or any other governmental entity.

4. Offeror has had the trading of its stock suspended.

5.

Offeror, any officer of the Offeror, or any owner of a 20% interest or greater in the Offeror has filed for bankruptcy, reorganization, a debt arrangement, moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding.

6. Offeror, any officer of the Offeror, or any owner with a 20% interest or greater in the Offeror has been convicted of a felony or is currently under indictment on any felony charge.

7.

Offeror is, or will become, subject to an unresolved finding for recovery under R.C. Section 9.24, prior to the award of a Contract arising out of this RFP, without notifying DAS of such finding.

8. Offeror has made political contributions that exceed the limits of R.C. Chapter 3517. Refer to the Political Contributions paragraph in Part 4 – Standard Terms and Conditions.

9. Offeror and/or an individual employed by the Offeror and/or any subcontractors has been debarred from contracting with any governmental entity.

10. Offeror is currently or may be subject to litigation, administrative or regulatory proceedings, investigations, or similar matters.

11.

Offeror or any of the Offeror’s owners, officers, trustees, board members, subcontractors, agents, or partners have been convicted of a crime involving moral turpitude or found guilty of fraud or misrepresentation in any manner.

12.

Offeror will comply with all Federal and Ohio (Ohio Revised Code) Laws and Rules of the Ohio Administrative Code (OAC) as those law and rules are currently enacted and promulgated, and as they may subsequently be amended and adopted.

13.

The Offeror will remain in compliance with R.C. Chapter 3517 for the duration of the Contract and with all applicable provisions that extend beyond the expiration of the Contract.

14.

Offeror and its subcontractors’ personnel provided for the Work will have a valid I-9 form on file with the Offeror or subcontractor, as appropriate, and will have presented valid employment authorization documents, if they are not United States citizens.

15.

Offeror has obtained a written acknowledgement from its independent contractors that they are separate and independent enterprises from the State of Ohio, the Department of Administrative Services, and the Agency for all purposes including the application of the Fair Labor Standards Act, Social Security Act, Federal Unemployment Tax Act, Federal Insurance Contributions Act, the provisions of the Internal Revenue Code, Ohio tax law, worker’s compensation law and unemployment insurance law.

16. Offeror is an Ohio company properly registered with the Ohio Secretary of State.

17.

Offeror is a foreign corporation, not incorporated under the laws of the State of Ohio, but is registered with the Ohio Secretary of State pursuant to R.C. 1703.02 to 1703.31, as applicable.

18. Offeror is a business entity and will not submit the Independent Contractor/Worker Acknowledgement Form.

If any answer to items 1- 11 above is affirmative, the Offeror must provide complete details about the matter.

While an affirmative answer to any of these items may not automatically disqualify an Offeror from consideration, at the sole discretion of the State, such an answer and a review of the background details may result in a rejection of the Proposal. The State will make this decision based on its determination of the seriousness of the matter, the matter’s possible impact on the Offeror’s performance under the Contract, and the best interest of the State.

The Offeror certifies that neither it nor any of its personnel that may work on or benefit from the Contract has a possible conflict of interest (e.g., employed by the State of Ohio, etc.) other than the conflicts identified immediately below.

Potential Conflicts (by person or entity affected)

(Attach an additional sheet if more space is needed)

The State may reject a Proposal in which an actual or apparent conflict is disclosed. The State may cancel or terminate the Contract for cause if it discovers the Contractor has any actual or apparent conflict of interest.

☐ By checking this box, the Offeror represents that it has the authority to sign this document and understands that by checking the box, the Offeror certifies that the answers provided in this document are true and accurate and that checking the box is the same as submitting an electronic signature pursuant to R.C. 1306.01(H).

Exhibit Four

Standard Terms and Conditions

AGREEMENT FOR SERVICES

This Agreement for Services ("Agreement") is made and entered into by and between the State of Ohio, Department of Development ("Sponsor") and ____________________ ("Contractor").

1. Statement of Work. Contractor shall undertake and complete the work and activities set forth in Exhibit

I, "Scope of Work," which is attached hereto, made a part hereof, and incorporated herein by reference as if fully rewritten herein. Contractor shall consult with the personnel of Sponsor and with other appropriate persons, agencies, or instrumentalities as necessary to ensure a complete understanding of the work and satisfactory completion thereof.

2. Sponsor’s Instructions. Sponsor may, from time to time as it deems appropriate and necessary, communicate specific instructions and requests to Contractor concerning the performance of the work described in this Agreement. Upon such notice and within a reasonable time, Contractor shall comply with such instructions and fulfill such requests to the satisfaction of Sponsor. It is expressly understood by the parties that the instructions and requests are for the sole purpose of performing the specific tasks requested and to ensure satisfactory completion of the work described in this Agreement. However, they are not intended to amend or alter the terms of this Agreement or any part thereof. The management of the work, including the right to control or direct the manner or means by which the work is done, is retained by Contractor at all times.

3. Term. This Agreement shall be binding upon both parties, and the work described in this Agreement shall commence on _______________, and all activities under this Agreement shall be completed not later than _________________, on which date this Agreement shall expire. In the event that the work hereunder is to be done in separate phases, each phase shall be completed within the time prescribed in Exhibit I.

4. Compensation. In consideration of the promises of Contractor herein, Sponsor agrees to pay Contractor at the rates set forth in Exhibit I on a reimbursement basis upon Sponsor's receipt and approval of proper invoices. Contractor shall not be compensated for services rendered hereunder except as expressly set forth herein. The total compensation to be paid to Contractor under this Agreement shall not exceed _______________ ($______.00).

Unless otherwise stated in Exhibit I and in accordance with Ohio Revised Code Section 126.30, payments under this Agreement are due from Sponsor to Contractor on the 30th day after the date of receipt of a proper invoice by Sponsor. The date payment is issued by Sponsor is the date payment is made. Payment of an invoice by Sponsor does not prejudice Sponsor's right to object to or question any invoice, matter, or relation thereto.

5. Proper Invoicing Method. Contractor shall submit proper invoices that are itemized and show all of the following:

a. Purchase order number authorizing the delivery of the supplies or services;

b. The Sponsor Control Number of this Agreement;

c. Delivery location of the services;

d. Contractor name and address;

e. Contractor’s unique invoice number;

f. Date that services were performed;

g. Itemization of the services provided, including cost for each;

h. For time and materials work, the invoice must reflect labor hours actually worked, and, if applicable, supplied used; and

i. Clear statement of total payment expected.

The adequacy and sufficiency of such invoices shall be determined solely by Sponsor. If Sponsor determines that an invoice is inadequate or insufficient, or determines that further documentation or clarification is required for a particular invoice, the burden of providing the required information or documentation is on Contractor. Costs incurred by Contractor which are associated with providing the required additional information or documentation and costs which are related to defending an inadequate or insufficient invoice shall not be charged to Sponsor and shall not be considered an allowable expense under this Agreement. Failure to comply with this Section 5 will result in delayed payment to Contractor.

6. Contractor’s Expenses. Contractor is solely responsible for all office, business, and personnel expenses associated with the performance of this Agreement. Contractor shall furnish its own staff, materials, tools, equipment, and other supplies necessary for the satisfactory performance of its obligations under this Agreement.

7. Travel. Any travel that Contractor undertakes to perform any obligation under this Agreement is at Contractor's expense. Sponsor will pay for any additional travel that Contractor requests only with prior written approval. Sponsor will pay all approved additional travel expenses in accordance with Ohio Revised Code Section 126.31 and Rule 126-1-02 of the Ohio Administrative Code.

8. Subcontracting. Contractor may enter into subcontracts for its work under this Agreement only with Sponsor's prior written approval. Any approved subcontract is at the sole expense of Contractor.

Contractor must cause all subcontracts to incorporate the terms of this Agreement. Contractor is responsible for all work performed by a subcontractor. Any default by a subcontractor is a default by Contractor under this Agreement. Contractor is solely responsible for all contact with, management of, and payment to any subcontractor, as well as any claims by subcontractors. Contractor agrees to defend, indemnify and hold Sponsor harmless from any claims of a subcontractor and any damages Sponsor may incur due to Contractor's failure to adhere to any of its requirements under this Section 8.

9. Insurance. Contractor shall provide insurance coverage at its own expense throughout the Term of this Agreement by insurers of recognized financial responsibility sufficient to cover potential losses and risks related to the services Contractor will provide and obligations it assumes under this Agreement.

Contractor should maintain the types of coverage necessary in amounts as is prudent and customary in the business Contractor is engaged, including as may be applicable, Commercial General Liability, Automobile Liability, workers' compensation insurance, and Professional Liability coverages.

Contractor shall cause its policies to name Sponsor as an Additional Insured, as its interest may appear.

Contractor shall also cause its policies to be endorsed to include a blanket waiver of subrogation and a statement that Contractor's Commercial General Liability insurance is primary over any other coverage.

Failure of Contractor to maintain coverage during the Term of this Agreement may be considered a default. Sponsor's failure to request proof of coverage from Contractor is in no way a waiver of Contractor's insurance requirements.

10. Termination.

a. General. Sponsor may terminate this Agreement for its convenience upon written notice to

Contractor. In addition, Sponsor may terminate this Agreement for cause upon thirty (30) days' written notice to Contractor if Contractor fails to perform any of its obligations under this Agreement, or immediately upon Sponsor's reasonable suspicion of Contractor's endangered performance or financial instability. Upon notice of termination, Contractor shall cease all work under this Agreement and shall take all necessary or appropriate steps to limit disbursements and minimize costs in ceasing all work. Contractor shall furnish a report setting forth the status of all activities under this Agreement including, but not limited to, the work completed and the payments received by Contractor and such other information as Sponsor may require. Subject to any claim for damages arising from Contractor's breach, Contractor shall be entitled to compensation for work completed through the date Contractor received notice of termination upon submission and approval of proper documentation or invoices.

b. Services Performed Outside the U.S. Contractor acknowledges and agrees it shall comply with Executive Orders 2019-12D Governing the Expenditure of Public Funds for Offshore Services and 2022-02D State of Ohio’s Response to Russia’s Unjust War on the Country of Ukraine, including the following:

i. Sponsor is not obligated and shall not pay for any services provided under this Agreement that Contractor or any of its subcontractors performed outside of the United States. If services are performed outside of the United States, such activities will be treated as a material breach of this Agreement, and Contractor shall immediately return to Sponsor all funds paid for those services.

ii. In addition, if Contractor or any of its subcontractors perform any such services outside of the United States, Sponsor may, at any time after the breach, terminate this Agreement for such breach, upon written notice to Contractor. If Sponsor terminates the Agreement, Sponsor may buy substitute services from a third party, and Sponsor may recover the additional costs associated with acquiring the substitute services.

iii. If Contractor or any of its subcontractors prepares to perform services or changes or shifts the location(s) of services performed by Contractor or its subcontractors under this Agreement to a location(s) outside of the United States, but no services are actually performed outside of the

United States, Contractor shall promptly, but in no event later than 10 days, change or shift the location(s) of services performed to location(s) within the United States. Sponsor may recover liquidated damages in the amount of 1% of the value of the contract for every day past the time permitted to change or shift the location(s) to the United States.

iv. Contractor represents and warrants it does not and will not utilize or perform any services with a person or entity in Russia, or formed in Russia and Contractor does not and will not hold or make any investment in a Russian institution or company during the term of this Agreement.

Any breach of this Section 10(b) by Contractor is material and this Agreement will automatically terminate.

11. Records Maintenance and Access.

a. Maintenance of Records. Contractor shall establish and maintain for at least three (3) years after the last day of the Term of the Agreement or earlier termination of this Agreement its records regarding this Agreement, including, but not limited to, financial reports, and all other information pertaining to Contractor's performance of its obligations under this Agreement. Contractor also agrees that any records required by Sponsor with respect to any questioned costs, audit disallowances, litigation or dispute between Sponsor and Contractor shall be maintained for the time needed for the resolution of such question or dispute.

b. Inspection and Copying. At any time during normal business hours and upon not less than twenty-four (24) hours' prior written notice, Contractor shall make available to Sponsor, its agents or other appropriate State agencies or officials all books and records regarding this Agreement which are in the possession or control of Contractor, including, but not limited to, records of personnel. Sponsor, its agents and other appropriate State agencies and officials may review, audit and make copies of such books and records, and any such inspection of books and records will be undertaken in such a manner as not to interfere unreasonably with the normal business operations of Contractor.

Contractor shall, at its own cost and expense, segregate records to be made available for inspection pursuant to this Section 1 l(b) from Contractor's other records of operation.

c. Sponsor’s Data. When using or possessing Sponsor's data or accessing Sponsor's networks and systems, Contractor, its employees, subcontractors and agents must comply with all applicable State of Ohio rules, policies, and regulations regarding state provided IT resources, data security, and integrity.

12. Certification of Funds. It is expressly understood by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all applicable statutory provisions of the Ohio Revised Code, including but not limited to Section 126.07, have been complied with and until such time as all necessary funds are made available and forthcoming from the appropriate state agencies, and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that federal funds are used, until such time that Sponsor gives Contractor written notice that such funds have been made available to Sponsor by Sponsor's funding source. Sponsor shall provide Contractor with written evidence of the Controlling Board action within 30 days after the date on which the Controlling Board considered the appropriation request.

13. Equal Employment Opportunity. Pursuant to Ohio Revised Code Section 125.111, Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or subcontractor, shall not discriminate, by reason of race, color, religion, sex, 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 under this Agreement. Contractor further agrees that Contractor, any subcontractor and any person acting on behalf of Contractor or subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of work under this Agreement on account of race, color, religion, sex, age, disability, military status, national origin or ancestry. Contractor represents that it has a written affirmative action program for the employment and effective utilization of disadvantaged persons and will file a description of that program and a progress report on its implementation with the Equal Employment Opportunity Office of the Ohio Department of Administrative Services.

14. Representations and Warranties. Contractor represents and warrants that:

a. the recommendations, guidance, and performance of Contractor will be in accordance with the professional standards generally applicable to Contractor's industry, the requirements of this Agreement, and without material defect;

b. no deliverable will infringe on the intellectual property rights of any third party;

c. all warranties for deliverables are in accordance with Contractor's standard business practices;

d. the deliverables comply with all applicable governmental, environmental, and safety standards;

e. Contractor has the right and requisite authority to enter into this Agreement;

f. Contractor has not and will not enter into any other agreements or relationships that restrict Contractor's ability to fully and satisfactorily perform its obligations under this Agreement;

g. Contractor has good and marketable title to any deliverable delivered under this Agreement for which title passes to Sponsor; and

h. Contractor has the right and ability to grant the license granted in any deliverables for which title does not pass to Sponsor.

If any work of Contractor or any Deliverable fails to comply with these warranties, Contractor shall upon notice from Sponsor correct such failure. If Contractor fails to correct its failure, Contractor shall refund the amount paid for the applicable Deliverable to Sponsor.

Any other express warranties of Contractor are a minimum of one year or Contractor's standard warranty, whichever is longer.

15. Indemnification. Contractor agrees to indemnify and to hold the Sponsor and the State of Ohio harmless and immune from any and all claims for injury or damages arising from this Agreement and Contractor's performance of the obligations or activities in furtherance of the work which are attributable to the Contractor's own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third parties utilized by the Contractor, or joint venturers while acting under this Agreement.

Such claims shall include, but are not limited to, 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. Contractor shall bear all costs associated with defending Sponsor and the State of Ohio against any claims

Contractor also agrees to indemnify and hold Sponsor and the State of Ohio harmless and immune from any claim of infringement of a copyright, patent, trade secret, or similar intellectual property right based on Sponsor's proper use of any deliverable under this Agreement. This portion of Contractor's indemnification obligations does not apply where Sponsor has modified or misused the deliverable and the claim of infringement is based on the modification or misuse.