FULLY_SIGNED_0A1309-3-35_Amendment.pdf

Greentree Group, Inc. 0A1309-3-35, Amendment 1 Page 1 of 7

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DELIVERABLES BASED INFORMATION TECHNOLOGY SERVICES (DBITS) RFP (0A1309)

AMENDMENT 1 AND RENEWAL

This Amendment 1 to and Renewal of contract #0A1309-3-35 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”) and Greentree Group, Inc. (the “Contractor”).

This Amendment changes the terms of the Deliverables Based Information Technology Services (DBITS) RFP (0A1309) (the “Contract”).

WHEREAS, the State and the Contractor entered into the Contract on March 9, 2022; and

WHEREAS, Executive Order 2022-02D was effective March 3, 2022, and

WHEREAS, the State and Contractor determined that an amendment is necessary to address certain revisions to the Contract.

NOW, THEREFORE, the Contract is amended as follows:

1. Pursuant to Attachment Four, Part One: Performance and Payment -Term, of the Contract, the Contract is renewed for an additional term through March 31, 2026.

2. In Attachment Four: General Terms and Conditions, Part 7: Laws and Courts, Prohibition of the Expenditure of Public Funds for Offshore Services, delete the section in its entirety and replace it with the following:

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 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 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.

3. In Attachment Four: General Terms and Conditions, Part 7: Laws and Courts, add the following sections:

Legal Representation and Rights. The Ohio Attorney General is the chief law officer for the State of Ohio, its agencies, boards and commissions, and only the Ohio Attorney General has the authority to appoint outside legal counsel to represent the State. Contractor agrees that any provisions in this Contract or any documents incorporated by reference that provide or allow for outside legal representation to defend or settle claims on behalf of the State or provide for a third party to have sole control of a defense or settlement of a claim do not meet the requirements of state law and are considered stricken. Contractor also agrees that, unless specifically agreed to in writing by the State, any provisions that require or provide for a waiver of any legal rights, remedies, or litigation defenses

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(i.e., waiver of a jury trial) do not meet the requirements of state law and are considered stricken.

Statute of Limitations. Statutes of limitations generally do not apply to actions brought by the State and any such provisions in this Contract or in any documents incorporated by reference are considered stricken.

4. In Supplement 2, State Information Security, Privacy, and Data Handling Requirements, 2.2 Federal Tax Information (FTI), delete in its entirety and replace it with the following:

2.2. Federal Tax Information (FTI)

All computer systems receiving, processing, storing, or transmitting Federal Tax Information (FTI) must meet the requirements defined in Internal Revenue Service (IRS) Publication 1075. The language in this Section 2.2 may not be modified by Contractor and any proposed language changes listed in Contractor’s responses in this section or in Appendix A will not be considered. For purposes of this Section 2.2, “agency” means the applicable State entity.

2.2.1. IRS 1075 Performance Requirements

In the performance of the Contract, the Contractor agrees to comply with and assume responsibility for compliance by officers or employees with the following requirements:

2.2.1.1. All work will be performed under the supervision of the Contractor.

2.2.1.2. The Contractor and Contractor’s officers or employees to be authorized access to FTI must meet background check requirements defined in IRS Publication 1075. The Contractor will maintain a list of officers or employees authorized access to FTI. Such list will be provided to the agency and, upon request, to the IRS.

2.2.1.3. FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the provisions of this Contract. FTI in any format shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Inspection or disclosure of FTI to anyone other than the Contractor or the Contractor’s officers or employees authorized is prohibited.

2.2.1.4. FTI will be accounted for upon receipt and properly stored before, during, and after processing. In addition, any related output and products require the same level of protection as required for the source material.

2.2.1.5. The Contractor will certify that FTI processed during the performance of this Contract will be completely purged from all physical and electronic data storage with no output to be retained by the Contractor at the time the work is completed. If immediate purging of physical and electronic data storage is not possible, the Contractor will certify that any FTI in physical or electronic storage will remain safeguarded to prevent unauthorized disclosures.

2.2.1.6. Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the agency. When this is not possible, the Contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts and will provide the agency with a statement containing the date of destruction, description of material destroyed, and the destruction method.

2.2.1.7. All computer systems receiving, processing, storing, or transmitting FTI must meet the requirements in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, Greentree Group, Inc. 0A1309-3-35, Amendment 1 Page 3 of 7 and technical controls. All security features must be available and activated to protect against unauthorized use of and access to FTI.

2.2.1.8. No work involving FTI furnished under this Contract will be subcontracted without the prior written approval of the IRS.

2.2.1.9. Contractor will ensure that the terms of FTI safeguards described herein are included, without modification, in any approved subcontract for work involving FTI.

2.2.1.10. To the extent the terms, provisions, duties, requirements, and obligations of this Contract apply to performing services with FTI, the Contractor shall assume toward the subcontractor all obligations, duties and responsibilities that the agency under this Contract assumes toward the Contractor, and the subcontractor shall assume toward the Contractor all the same obligations, duties and responsibilities which the Contractor assumes toward the agency under this Contract.

2.2.1.11. In addition to the subcontractor’s obligations and duties under an approved subcontract, the terms and conditions of this Contract apply to the subcontractor, and the subcontractor is bound and obligated to the Contractor hereunder by the same terms and conditions by which the Contractor is bound and obligated to the agency under this Contract.

2.2.1.12. For purposes of this Contract, the term “Contractor” includes any officer or employee of the Contractor with access to or who uses FTI, and the term “subcontractor” includes any officer or employee of the subcontractor with access to or who uses FTI.

2.2.1.13. The agency will have the right to void the Contract if the Contractor fails to meet the terms of FTI safeguards described herein.

2.2.1.14. Audit and accountability policies and procedures must be developed, documented, disseminated, and updated as necessary to facilitate implementing audit and accountability security controls of Contractor systems receiving, processing, storing or transmitting FTI.

a. To support the audit of activities, all agencies must ensure that audit information is archived for seven years.

b. The information system must protect audit information and audit tools from unauthorized access, modification, and deletion.

2.2.1.15. IRS Publication 1075 compliance is mandatory. The aforementioned compliance items are a small selection of key elements contained within the requirements defined in IRS publication 1075. The Contractor shall comply with all requirements of IRS Publication 1075 in its performance under the Contract. The parties may agree via amendment to the Contract to impose additional and more stringent requirements as deemed necessary to protect FTI.

5. In Attachment Eight: Affirmation and Disclosure Form, delete in its entirety and replace it with the attached Attachment Eight: Affirmation and Disclosure Form.

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This Amendment shall become effective as of the date of the State’s signature and shall remain in full force and effect for the term of the Contract. Except as modified by this Amendment, all other terms, conditions and pricing of the Contract shall remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates appearing below.

GREENTREE GROUP, INC. DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Jennifer Shaefer Name: Kathleen C. Madden

Title: Contracts Manager Title: Director

Date: Date:

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SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

1 Pending

Contract Renewal for FY25-26, update the Prohibition of the Expenditure of Public Funds for Offshore Services language and add the following sections: Performance, Criminal/Civil Sanctions and Inspections.

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ATTACHMENT EIGHT: AFFIRMATION AND DISCLOSURE FORM

Contractor affirms that Contractor has read and understands the applicable Executive Orders regarding the prohibitions of performance of offshore services, locating State data offshore in any way, or purchasing from Russian institutions or companies.

The Contractor shall provide all the name(s) and location(s) where services under this Contract will be performed and where data is located in the spaces provided below or by attachment. Failure to provide this information may result in no award. If the Contractor will not be using subcontractors, indicate “Not Applicable” in the appropriate spaces.

1. Principal location of business of Contractor:

(Address) (City, State, Zip)

Name/Principal location of business of subcontractor(s):

(Name) (Address, City, State, Zip)

2. Location where services will be performed by Contractor:

(Address) (City, State, Zip)

Name/Location where services will be performed by subcontractor(s):

(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

3. Location where state data will be located, by Contractor:

(Address) (Address, City, State, Zip)

Name/Location(s) where state data will be located by subcontractor(s):

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(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

Contractor affirms, understands, and agrees that Contractor and its subcontractors are under a duty to disclose to the State any change or shift in location of services performed by Contractor or its subcontractors before, during and after execution of any contract with the State. Contractor agrees it shall so notify the State immediately of any such change or shift in location of its services. The State has the right to immediately terminate the contract, unless a duly signed waiver from the State has been attained by the Contractor to perform the services outside the United States.

On behalf of the Contractor, I acknowledge that I am duly authorized to execute this Affirmation and Disclosure Form and have read and understand that this form is a part of any Contract that Contractor may enter into with the State and is incorporated therein.

By: __________________________________ Contractor

Print Name: ___________________________

Title: __________________________________

Date: __________________________________