GeneralServices_HVAC_Services_BowlingGreen_RFQ_final.pdf

www.OhioAttorneyGeneral.gov

General Services 30 E. Broad St.

15th Floor Columbus, OH 43215

Request for Quotations (RFQ)

HVAC Maintenance Agreement – Bureau of Criminal Investigation Bowling Green

SECTION 1.0 INTRODUCTION

The Ohio Attorney General’s Office (“AGO”), Bureau of Criminal Investigations (BCI) is pleased to release this

Request for Proposals (“RFP”) for the procurement of HVAC maintenance and repair services at its Bowling

Green location. Covered systems include HVAC units, domestic backflow devices, building controls, VFDs, thermostats, pumps, and other ancillary equipment.

Ohio Attorney General Dave Yost is an elected official who is the Chief Law Officer for the State of Ohio and its agencies, boards and commissions, pursuant to Ohio Revised Code Chapter 1091. The office consists of about 1,600 employees in nearly 40 distinct sections that advocate for consumers and victims of crime, assist the criminal justice community, provide legal counsel for state offices and agencies, and enforce certain state laws.

1.1. Background

The Attorney General’s Bureau of Criminal Investigation serves as Ohio’s crime lab and criminal-records keeper. It offers expert, impartial investigative services to local, state, and federal law enforcement agencies.

BCI is committed to servicing the law enforcement community and prioritizing helping Ohioans feel safe in their communities and inspiring trust in law enforcement by providing accurate criminal records for background checks, laboratory services, and investigators who offer expertise and state-of-the-art evidence gathering.

1 Chapter 109 - Ohio Revised Code | Ohio Laws http://www.ohioattorneygeneral.gov/ https://codes.ohio.gov/ohio-revised-code/chapter-109

1.2. Award Terms

The contract is expected to be signed in 2025, with a negotiated term necessary to complete the requirements detailed herein.

The initial term will begin upon signature of the contract and go through June 30, 2027. The AGO will have the option to renew for two (2) additional two (2) year terms from:

• July 1, 2027, through June 30, 2029

• July 1, 2029, through June 30, 2031

1.3. Walk-Through

A non-mandatory walk-through will be held on October 1, 2025, from 10:00 a.m. to 1:00 p.m. to allow interested vendors to view the HVAC equipment covered under the negotiated maintenance contract. The walk-through will take place at the address identified in the scope of work. Attendance is not required to submit a proposal;

however, vendors are strongly encouraged to attend to gain a better understanding of the equipment and site conditions.

Please note that vendors selected as finalists and under consideration for award will be provided an opportunity to conduct a more detailed inspection of the HVAC systems prior to final contract negotiations. This additional access is intended to ensure that finalists can fully assess the equipment and provide accurate pricing and service commitments.

SECTION 2.0 SCOPE

Through this RFP, the AGO seeks the following:

2.1. Overview

The final statement of work will be negotiated with the selected offeror. At a minimum, it will meet the following objectives and requirements. The AGO will evaluate offers for either a full-service agreement

(Option 1) and a preventive maintenance only agreement (Option 2). Offerors may respond by proposing either Option 1 or Option 2.The services are to be performed at 750 North College Drive; Bowling Green, Ohio. The equipment to be serviced under the resulting contract is available in Attachment A – Equipment

List.

2.1.1 Option 1: Full-Service Agreement

At a minimum, this must include:

• Comprehensive preventive maintenance and repair coverage.

• All scheduled tune-ups, diagnostics, repairs, parts, cleaning, and remote monitoring.

• Service frequency must align with manufacturer recommendations unless the AGO provides written approval for an alternative schedule.

2.1.2 Option 2: Preventive Maintenance Only

At a minimum, this must include:

• Scheduled preventive maintenance per manufacturer specifications.

• All labor and materials necessary for PM tasks.

• Repairs are not included and will be priced separately on an as-needed basis. The contractor must provide itemized quotes for approval before work begins, unless deemed an emergency.

In emergencies, verbal acceptance by the AGO is acceptable.

• Remote monitoring is not required.

2.2. Scope of Work

Service Scheduling and Hours (Options I and II)

• A Planned Service Schedule must be submitted within 30 calendar days of the officially signed contract.

• Routine maintenance must be scheduled at least two weeks in advance unless otherwise approved.

• Standard service hours are Monday through Friday, 8 AM to 4 PM.

• Emergency Service is required 24 hours a day, seven days a week.

Response Times (Options I and II)

• Emergency Services: Response within 4 hours of notification.

• Non-Emergency Services: Response within 24 hours of notification.

Remote Monitoring (Option I only)

• Contractor must monitor HVAC alarms via Building Automation System (BAS) or equivalent.

• Notify AGO Facility Management within 30 minutes of receiving a critical alarm.

• Notifications must include: location, alarm code and severity, and recommended action.

Personnel Requirements (Options I and II)

• Technicians must hold valid HVAC certifications and demonstrate relevant experience.

• Contractor must comply with all applicable health, safety, and environmental standards.

Parts and Equipment Standards (Options I and II)

• Contractor must use OEM parts only, unless authorized in writing by AGO.

• All equipment must be asset-tagged; contractor must remove outdated vendor tags.

Service Documentation (Options I and II)

Following each visit, contractor must submit a digital service report including:

• Scope of work performed.

• Services completed.

• Parts used.

• System observations and performance notes.

• Photographic documentation if applicable.

Controls Subcontracting Requirement (Options I and II)

• Contractor must provide for Johnson Controls, Inc. (JCI) to expend a minimum of four hours per month for inspection, review, or consultation related to building controls and automation system. The AGO would prefer the contractor to provide for this through a subcontract.

Warranty Tracking (Options I and II)

• Contractor shall be responsible for providing detailed documentation of all warranties associated with equipment, parts, and labor. This includes initial warranty terms, expiration dates, and any extended coverage. The contractor must maintain a warranty tracking system and provide the Agency with regular updates and access to warranty status upon request. All warranty-covered repairs or replacements must be coordinated and documented to ensure compliance with the terms of the warranty and to avoid unnecessary costs to the AGO.

2.2.1. Contract Performance Monitoring

As part of the AGO’s commitment to improved outcomes, the AGO seeks to actively and regularly collaborate with awarded vendors to enhance contract management, improve results, and adjust service delivery based on learning what works. Contractor must assign a dedicated Service Coordinator. During the regular meetings that occur throughout the term of the contract, it is anticipated that the following topics will be regularly discussed:

• Topics of interest or concern to the AGO and the Contractor.

• Discussion and troubleshooting of challenges.

• Review of budget and spending.

SECTION 3.0 REQUIRED RFP RESPONSE CONTENT

A complete response to this RFP must include all requests described in this section.

3.1. Transmittal Letter

The Transmittal Letter must be in the form of a standard business letter and must include:

a) Identify the submitting organization’s name, address, and phone number (along with parent company name, if any).

b) Separately identify the name, title, phone number, and email address of the person authorized by the organization to contractually obligate the organization.

c) Separately identify the name, title, phone number and email address of the person authorized to negotiate a contract on behalf of the organization.

d) Separately identify the name, title, phone number, and email address of person to be contacted for clarification of the RFP response.

e) Explicitly indicate acceptance of the Terms and Conditions in Section 6.0 of this RFP. If any exceptions, assumptions, or deviations are taken to the terms and conditions described in this RFP, each must contain sufficient amplification and justification to permit evaluation.

f) Identify the location or address from which all or most of the contract work will be performed.

g) Identify what percentage of the work will be done by subcontractors.

h) Explicitly acknowledge receipt of any and all amendments to this RFP, if applicable.

3.2. RFP Response

Provide detailed information in a clear, concise manner addressing each of the requests and questions listed in each of the following sections. If the offeror proposes to perform the services in a manner inconsistent with any of the statements provided by the AGO throughout this document, the offeror should clearly indicate this inconsistency and clearly explain to the AGO how offeror’s proposed solution will meet the AGO’s goal of receiving services that are in accordance with the highest standards. The AGO is ultimately interested in realizing the goals described in this document. The AGO welcomes creative and diverse methods to accomplish these goals.

The RFP response must be organized and contain information as specified in the following paragraphs.

For reference only, a summary table is included here first.

Section Ref. RFP Response Summary Table Reference

- Transmittal Letter

Experience, References, and Staffing

• Offeror References (Attachment C)

2 Approach to Scope of Work

3 Customer Support

4 Exceptions, Assumptions, and Deviations

5 Trade Secrets

Pricing

(Provided separately within the Ohio Buys Financial Questionnaire)

Offerors must use the section reference naming conventions outlined in the table above in their responses.

Section 1 – Experience, References, and Staffing

Provide detailed information in a clear, concise manner addressing each of the questions listed below.

1. Provide a general overview of your organization. What sets your organization apart from your competitors? Why is your organization uniquely qualified to take on this scope of work?

2. Reference Questionnaires: Please include three of the attached questionnaires to be completed by customers of Offeror. Offerors should inform these customers that the AGO may reach out to ask specific questions. Questionnaires from clients similar to the Ohio Attorney General, in size and complexity will receive more weight.

3. Provide an explanation of how your company measures customer satisfaction. Explain how you use these measurements to analyze and improve your performance.

4. Describe the technical training of staff assigned to perform on this project.

Section 2 – Approach to Scope of Work

Provide detailed information in a clear, concise manner addressing each of the questions listed below.

If the offeror proposes to perform the services in a manner inconsistent with any of the statements provided by the AGO throughout this document, the offeror should clearly indicate this inconsistency and clearly explain to the AGO how Offeror’s proposed solution will meet the AGO’s goal of receiving services that are in accordance with the highest standards. The AGO is ultimately interested in realizing the goals described in this document. The AGO welcomes creative and diverse methods to accomplish these goals.

Offeror should provide sufficient information for the AGO to analyze Offeror’s project plan to meet the desired level of exceptional service. Offeror should focus on how it proposes to reduce the AGO’s risks, including cost overrun risks, and project timeliness risks. Where appropriate, Offeror should identify such risks within the detailed scope of services section below and clearly indicate its strategy for mitigating the

AGO’s risk. This can include methods, project plans, or offers to contractually obligate the Offeror to mitigate risk by promising outcome-based results in addition to or in lieu of input based obligations. Please include any other services or information that your company deems would be helpful or relevant to the AGO.

1. Is your company offering to perform Option I (Full Service Agreement) or Option II (Preventive Maintenance

Only Agreement)?

2. Does your company agree to perform per the terms of the Statement of Work? If not, describe in detail any modifications.

Section 3 – Customer Support

Provide detailed information in a clear, concise manner addressing each of the questions listed below.

1. Describe the structure of your client support team.

2. Provide an explanation of how your company measures customer satisfaction. Explain how you use these measurements to analyze and improve your performance. Do you provide any post-event reports or summaries?

Section 4 – Exceptions, Assumptions, and Deviations

The offeror must submit a section identifying any exceptions, assumptions, or deviations to this RFP. If there are none, state “No Exceptions, Assumptions or Deviations in the RFP Response” when completing this section of the response.

• Any exceptions, assumptions, or deviations taken to the terms and conditions described in this RFP’s

Terms and Conditions Section must contain sufficient amplification and justification to permit evaluation.

• If the offeror presents exceptions, assumptions and deviations, the offeror must reference the exact section, page, and sentence(s) of the RFP that corresponds to the exception, assumption, and deviation.

The listing of exceptions, assumptions, or deviations will not automatically cause a response to be deemed unacceptable. However, a large number of exceptions, assumptions, deviations or one or more significant exceptions, assumptions, or deviations not providing sufficient benefit to the AGO may result in rejection of the RFP response as unacceptable. The interpretation of “large,” “significant” and “sufficient” is at the discretion of the AGO.

The AGO reserves the right to reject or accept any and all exceptions, assumptions, and deviations.

Section 5 – Trade Secrets

The RFP response must include a section identifying any trade secrets included in the response, according to the instructions in in this RFP’s Terms and Conditions Section paragraph on Trade Secret Information. If there are none, state “No Trade Secrets in the RFP Response” when completing this section of the response.

Section6 – Pricing

If offeror is proposing Option I, please provide pricing for the following:

• Comprehensive PM & Repair Services. –

• Remote Monitoring. –

• JCI Subcontractor Costs.–

If the offeror is proposing Option II, please provide the following:

• Preventative Maintenance Costs – Quarterly.

• JCI Subcontractor Costs.

• Hourly and overtime rates for various job classifications for repairs not covered under the

Preventative Maintenance Agreement.

• Parts and Materials Mark-up.

Clearly state any assumptions made in preparing your cost proposal.

Include a discount percentage you can offer if payment is made within 20 days after an invoice is submitted.

SECTION 4.0 EVALUATION PROCESS

The AGO will evaluate responses utilizing a best-value methodology. The subsections below describe the criteria and steps the AGO will use to evaluate offeror responses. The AGO may award a contract to the offeror that provides the most advantageous offer to the AGO, based on a combination of qualifications and price. The contract may not necessarily be awarded to the lowest price proposal. The AGO may also reject any Proposal that it believes is not in its best interest to accept, and the AGO may decide not to do business with any of the offerors responding to this RFP. Moreover, the AGO may decide to cancel this RFP for any reason, or issue another RFP, if it is in the best interest of the AGO to do so.

The subsections below describe the criteria and steps the AGO will use to evaluate offeror responses.

4.1. Evaluation Steps

This subsection provides an overview of the process that will be used to evaluate responses. It is important to note that the basis for Contractor selection is not response scoring alone, but a more extensive sequence of events, as outlined below.

Step 1 – Response Preparation Compliance Review

Each response will be reviewed for compliance with the preparation instructions included in this RFP. This includes an accept/reject component for any mandatory submission requirements and the degree of compliance with the Terms and Conditions. For example:

• In a failed response, the offeror rejects the AGO’s Terms and Conditions and substitutes its own language that is not acceptable to the AGO;

• In an acceptable response, the offeror accepts the AGO’s Terms and Conditions as is, and/or with minor non-substantive changes, and/or adds language that provides mutually beneficial terms and conditions, and/or provides changes that enhance the utility of the resulting contract (such as other arrangements that improve the contractor/client relationship or service involved).

Step 2 – Response Scoring

In this step, the AGO will score the responses that in step 1 have not been rejected or deemed unacceptable. Scoring will be carried out across logical groups of criteria. The outcome of this step is a tabulation of points awarded to each offeror.

Step 3 – Offeror Interaction

In this step, the AGO interacts with one or more of the offerors susceptible to award in oral presentations/discussions and/or demonstrations of the proposed system. Written clarifications might also be requested in addition to or in lieu of a presentation. Demonstrations may follow scripts and use data provided by the AGO. The AGO may decide to add additional scoring or revised previous scoring after the presentations, demonstrations, and clarifications.

Only those solutions that are determined to be reasonably susceptible of being selected for award by best demonstrating a full understanding and responsiveness to the AGO’s requirements, while also delivering optimal value within a competitive pricing structure will be considered.

This step will allow for the comparison of the top scoring offers in the context of their suitability, as well as allowing the AGO to engage in impactful discussions around the scope, value, and deliverables, which might result in better pricing or more favorable terms.

The outcome of this step will be used as part of the overall evaluation process.

Step 4 – Best and Final Offer (BAFO)

During this step the AGO may request one or more of the top scoring offerors to clarify, correct, and revise their proposal and tailor pricing based on specific requirements reflecting any information discovered during the AGO’s evaluation process and offeror interaction. In fact, the AGO reserves the right to negotiate prices at any time.

The outcome of this step is Best and Final Offers from one or more of the top scoring offerors.

Step 5 – Identification of the Apparent Successful Offeror

In this step, the AGO will confirm mandatory submission requirements, determine the degree of compliance to the Terms and Conditions documented in Section 6.0, and tabulate, compile and verify all scores. Using a best-value perspective, the AGO will identify the apparent successful offeror, whose offer is most advantageous to the AGO.

Step 6 – Contract

In this step, the AGO and the apparent successful offeror will engage in contract negotiations. Contract negotiations may fail, and in this case the AGO would return to one of the prior steps. The outcome of this step will be a signed contract.

4.2. Scoring Criteria and Weights

In the technical evaluation phase, the AGO will score the merits of the Proposals based on the following requirements and the weights assigned to each requirement.

Qualifying technical proposals will be reviewed and collectively scored by the AGO. For each of the criteria given in the following table, the AGO will judge whether the technical proposal exceeds, meets, partially meets or does not meet the requirements expressed in the RFP, and assign the appropriate point value, as follows:

In the technical evaluation phase, the AGO will score the technical merits of the Proposals based on the following requirements and the points assigned to each requirement:

Category – RFP Response Section Total Points

Section 1 - Experience, References, and Staffing 30

Section 2 - Approach to Scope of Work 20

Section 4 - Customer Support 10

The outcome of the scoring of the technical proposals and the opening of the cost proposals is a tabulation of the points awarded to each offeror.

Category – RFP Response Section Total Points

Section 7 – Pricing 40

The AGO will rate the Proposals based on the following criteria and respective weights.

Criteria Percentage

Technical Proposal 60%

Cost Proposal 40%

SECTION 5.0 GENERAL INFORMATION

5.1. Reference Material Website

Reference materials related to this RFP will be available on the states’ Ohio Buys website. The website address is also linked from www.ohioattorneygeneral.gov/Business/Services-for-Business/RFQ. Ohio Buys provides the primary platform for Supplier partners to engage in procurement activities with the State of

Ohio. For additional information on using Ohio Buys follow the links provided below:

• OhioBuys for Suppliers

The AGO anticipates the website to provide the following:

• RFP Documents – Copy of this RFP and any Attachments.

• RFP Communication – Any documentation related to addenda to the RFP, questions and answers, and other announcements.

• Addenda – Contains any addenda or amendments to the RFP or other documentation.

http://www.ohioattorneygeneral.gov/ http://www.ohioattorneygeneral.gov/Business/Services-for-Business/RFQ https://procure.ohio.gov/bidders-and-suppliers/resources/01_selling%2Bto%2Bthe%2Bstate

• Questions and Answers – Contains copies of all questions and answers regarding the RFP or other related documents.

• Editable RFP Forms – Any editable copies of forms and tables found in the RFP and required in the offeror’s response.

5.2. Communication and Inquiries

Unless the AGO advises differently, all contact is to be in writing using the Ohio Buys website. All inquiries and responses will be posted to the same website.

Offerors may make inquiries regarding this RFP any time during the inquiry period listed in the Schedule of

Events and Deadlines. To make an inquiry, Offerors must login to Ohio Buys, navigate to the solicitation, open the inquiry tab, and submit their inquiry. Offerors will not receive a personalized e-mail response to their question, nor will they receive notification when the question has been answered.

Offerors may view inquiries and responses on the Ohio Buys Public Solicitations page by opening the

Solicitation Overview and navigating to the inquiries section of that page. The AGO will not respond to any inquiries received after the deadline on the end date.

If Offerors experience technical difficulties accessing the Ohio Buys website where the RFP and its related documents are published, they may contact the OBM Contact Center through one of the options listed here:

• Submit a helpdesk ticket via email to OBM.ContactCenter@obm.ohio.gov and put "Ohio Buys" in the subject line.

• Phone the OBM Contact Center at 614-338-4781 or 1-877-644-6771.

5.3. Schedule of Events and Deadlines

The AGO will align the procurement to the dates indicated in the table below.

No. Action Date

Firm Dates

1 RFP Released September 15, 2025

2 Non-Mandatory Walk Through October 1, 2025

2 RFP Inquiry Deadline Date/Time October 6, 2025; 11 AM

3 RFP Response Deadline Date/Time October 16, 2025; 11 AM

Estimated Dates

4 AGO Review and Evaluation of Offeror Proposals October 23, 2025 mailto:OBM.ContactCenter@obm.ohio.gov

5 Offeror Interview (only if requested by the AGO) Week of October 27, 2025

6 Apparent Successful Offeror Notification November 2025

7 Contract Process and AGO Due Diligence November 2025

5.4. RFP Response Submission

Offerors’ proposals in response to this RFP (each a “Proposal”) must be received by the AGO no later than the date indicated in the Procurement Schedule table above.

All responses must be submitted via Ohio Buys.

An individual authorized to bind the offeror to the provisions of the Proposal must sign, electronically or otherwise, the Transmittal Letter. Proposal responses must address all requirements of this RFP.

Any extension of the deadline date and time will be published by the AGO as a formal RFP amendment on the Ohio Buys website. The AGO may waive minor defects and/or request clarifications in responses that do not materially deviate from the specifications or otherwise create an unfair competitive advantage. Any

Proposal, revision, or amendment to a Proposal received after the date and time specified, or improperly marked or submitted, may be disqualified. Additionally, once any Proposal is deemed late or incomplete by the AGO, it will not receive any additional consideration for award, and it will not be returned.

It is essential that offerors carefully review all elements in their Proposals. Once opened, Proposals cannot be altered in any way, except as expressly permitted by the processes of this RFP.

The AGO will not be liable for any costs incurred by an offeror in responding to this RFP, regardless of whether the AGO awards any contract(s) through this process, decides to cancel this RFP for any reason, or issues another RFP if it is deemed to be in the best interest of the AGO to do so.

The AGO is not responsible for the accuracy of any information regarding this RFP and any amendments obtained or inferred through a source different from the inquiry or other processes described in this RFP.

The AGO may notify an offeror via e-mail or letter if the Proposal was rejected for being late, incomplete, or for any other reason.

5.4.1. Response Submission Instructions

Offerors must provide information and responses within the Ohio Buys Technical and Financial

Questionnaires. All information in response to the RFP must be submitted no later than the time and date specified in this RFP.

When submitting any requested proposal files, offerors should note the following:

• All attachments should be in searchable PDF format, unless directed differently by this document.

o When directed, other file types may be attached but only the following file extensions will be allowed: .docx, .xlsx, .zip.

Promotional and marketing materials should not be included in this submission. These types of materials will not be considered in response scoring.

5.5 General Response Requirements

This subsection provides specific information and requirements that apply to the response overall.

“Contractor” and “Offeror” means the proposer who is qualified to submit a response under the terms of this

RFP.

5.5.1. Multiple or Alternate Responses

This RFP does not permit multiple responses from the same offeror.

5.5.2. Discrepancies

If an offeror believes that the requirements in these instructions contain an error, omission, a conflict internal to this RFP, or are otherwise unsound, the offeror should notify the AGO via the online inquiry process provided in this RFP, with supporting rationale. Failure to notify the AGO will irrevocably waive an offeror’s claim that substance hinges on an error, omission, a conflict internal to this RFP or unsound instructions brought after an offeror has submitted a response.

5.5.3. Restrictions on Communications

Formal communications, which include requests for clarification and/or information concerning this RFP, must be submitted to the AGO via the online inquiry process provided in this RFP and will be published and shared with all the prospective offerors.

5.5.4. News Releases

Offerors must make no news releases pertaining to the award of this RFP without prior approval by the AGO.

5.5.5. Discussions

The AGO reserves the right to select a Proposal to this RFP based on the Proposal as it was submitted, without discussions with any offeror.

5.5.6. RFP Response Validity Period

The offeror must provide a response that is valid for a minimum of 6 months from the response due date.

The Best and Final Offer described in section 6, if required, must be valid for a minimum of 6 months from date of receipt by the AGO.

SECTION 6.0 GENERAL TERMS AND CONDITIONS

In addition to Attachment A – Sample Contract, this section enumerates and defines terms and conditions that apply to this RFP, and to any ensuing contractual relationship that the AGO may enter into with an offeror.

2.1. Budget and Payment

In consideration of the selected contractor's promises and satisfactory performance of the scope of work, the AGO will pay the selected contractor the amount(s) expended in the effort in response to this RFP (the

“Fee”) and as negotiated. In no event will payments under the resulting contract exceed the “not-to-exceed” amount provided in the response to this RFP. The selected contractor's right to the Fee is contingent on the successful completion and satisfactory performance of the scope of work as set forth in the resulting contract or, in the case of milestone payments or periodic payments of an hourly, daily, weekly, monthly, or annual rate, all relevant parts of the scope of work tied to the applicable milestone or period. Payment of the

Fee is also contingent on the selected contractor delivering a proper invoice and any other documents the contract requires. An invoice must comply with Ohio law and the AGO's policies regarding invoices and their submission. The AGO will notify the selected contractor in writing within 30 business days after it receives an invoice of any defect and provide the information necessary to correct the defect.

2.2. Requirements Specific to the State of Ohio

Unless the contract is terminated or expires without renewal, the resulting contract will remain in effect until the scope of work is completed to the satisfaction of the AGO, including all optional renewal periods for maintenance or continuing commitments, and the selected contractor is paid. The AGO may, at any time prior to completion of the scope of work, suspend or terminate the resulting contract with or without cause by giving written notice to the selected contractor.

The terms of the contract may not be changed for any reason without the signature of AGO staff with sufficient spending authority.

2.2.1 Fiscal Biennium

The current Ohio General Assembly cannot commit a future Ohio General Assembly to expenditure.

Therefore, the resulting contract will automatically expire at the end of each fiscal biennium (June 30th of every odd year). The AGO may renew a contract in the next biennium by issuing written notice to the selected contractor of the decision to do so. This expiration and renewal procedure will also apply to the end of any subsequent biennium during which the scope of work continues, including any optional renewal periods.

Termination or expiration of a contract will not limit the selected contractor’s continuing obligations with respect to Deliverables that the AGO paid for before termination or limit the AGO’s rights in any way.

6.2.2. Reimbursable Expenses

The AGO will only pay for Deliverables as specified in the resulting contract.

The selected contractor must assume all other expenses, including travel, that it incurs in the performance of the resulting contract that are not specifically identified in the contract. If there are any amendments to the original contract during the project lifecycle to include reimbursable expenses, then those reimbursable expenses will be in accordance with Ohio Revised Code Section 126.31.

6.2.3. Public Record Information

The Ohio Attorney General’s Office is subject to Ohio Revised Code Chapter 149, known as the Ohio Public

Records Act. Consequently, the Offeror understands that all documents submitted in response to this RFP are considered public records and will be released when a public records request is made by anyone, including news media, competitors, or other interested parties, in accordance with the law. If you contend that certain clearly marked portions of your response constitute an exception to Ohio's public records law, you must submit your legal basis in support of that assertion with your response. The legal basis must include the Ohio statute that applies to exempt that specific information and a description of why that specific information is covered by the cited statute.

If a public records request is made for any portion of the documents that you have submitted and you have not clearly marked such documents as information constituting an exception to Ohio's public records law, your information will be released immediately. If a public records request is made for such information and you have clearly marked portions of your response as information constituting an exception to Ohio's public records law, and you have submitted the legal basis supporting such claim, the AGO will release a redacted version of your information to the requester and notify you that a request was made and that a redacted version of your response was released. Should the requester indicate that the redacted version is not sufficient for their purposes, you then will be immediately responsible for obtaining an order from a Franklin

County, Ohio Court of Common Pleas enjoining release of your clearly marked information constituting an exception to Ohio's public records law.

If a public records request is made for such information and you have clearly marked portions of your response as information constituting an exception to Ohio's public records law, but you have not submitted the legal basis supporting such claim, the AGO will release your information to the requester and notify you that a request was made and that your response was released. Do not mark your entire response/submittal as information constituting an exception to Ohio's public records law. If your entire response/submittal is so marked, the AGO will not consider your offer.

6.2.4. Trade Secret Information

All offerors are strongly discouraged from including in a response any information that the offeror considers to be a trade secret, as that term is defined in Section 1333.61(D) of the Ohio Revised Code. All information submitted in response to this RFP is public information once the selection process has concluded, unless a statutory exception exists that exempts it from public release. However, if any information in the response is to be treated as a trade secret, the offeror must:

a) Clearly identify each and every occurrence of the trade secret information within the response with an asterisk before and after each line containing trade secret information and underline the trade secret information itself. General language in the footer of the response, such as “this document contains confidential proprietary information and may not be disclosed,” is not an acceptable identification of trade secret information and will not be honored by the AGO.

b) Include a separate page that lists each page in the response that includes trade secret information and the number of occurrences of trade secret information on that page (also see subsection

5.4.12).

To determine what qualifies as trade secret information, refer to the definition of trade secret as set forth in

Ohio Revised Code Section 1333.61(D), which is reproduced here for reference:

“Trade Secret” means information, including the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers, that satisfies both of the following:

1. It derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

2. It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

6.2.5. Governing Law

This RFP and any contracts resulting from this RFP are governed, construed, and interpreted in accordance with the laws of the State of Ohio and only Ohio courts have jurisdiction over any action or proceeding concerning a resulting agreement and/or performance thereunder. The selected contractor consents to jurisdiction in a court of proper jurisdiction in Franklin County, Ohio.

6.2.6. Warranties and Certifications with Respect to this RFP

By submitting a proposal, the offeror warrants and certifies that it:

a) Is eligible for award of a contract by the AGO, pursuant to Ohio Revised Code Sections 9.24, 125.11, 125.25, and 3517.13.

b) Has read the RFP, understands it, and agrees to be bound by its requirements.

c) If awarded a contract arising out of this RFP, the selected contractor must negotiate such contract in good faith, which must be in a form provided by the AGO.

d) Has not included any legal terms or conditions for the contract in its response to this RFP.

e) Has familiarized itself with the ethics statutes governing state employees and appointees, including those concerning employment of former government employees, gifts, and lobbying.

f) Will not allow any subcontractor or any person acting on behalf of the contractor or a subcontractor, discriminate, by reason of race, color, religion, sex, sexual orientation, age, genetic information, 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 any contract resulting from this RFP.

2.3. Liability

The selected contractor agrees to indemnify and hold harmless and immune the AGO and the State of Ohio from any and all claims for injury or damages arising from the resulting contract which are attributable to the selected contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third party agents or joint ventures while acting under the contract. Such claims include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime or employment matters and any claims involving patents, copyrights and trademarks.

The selected contractor must bear all costs associated with defending the AGO and the State of Ohio against any such claims.

In no event shall either party be liable to the other party for indirect, consequential, incidental, special or punitive damages, or lost profits.

2.4. Protective Provisions

The selected contractor must agree to the following concepts in the resulting contract:

6.4.1. Cost of Recovery (Cost to Cover)

Upon termination of this Agreement by the Attorney General for cause, the Attorney General will be entitled to cover for the Work by using another contractor on such commercially reasonable terms as the Attorney

General and the covering contractor may agree. Notwithstanding any provision in this Agreement to the contrary, Consultant shall be liable to the Attorney General for all costs related to covering for the Work to the extent that such costs, when combined with payments already made to Consultant before termination, exceed the costs that the Attorney General would have incurred under this Agreement. Consultant will also be liable for any other direct damages resulting from its breach of this Agreement or other actions leading to the termination for cause. In the event of termination by the Attorney General for cause, the Attorney General has the right to withhold any and all payments due to Consultant without penalty.

6.4.2. Notice of Delay

The selected contractor must in good faith attempt to avoid an extension and give the AGO written notice of the AGO’s failure to meet its obligations within the time period specified in the resulting contract once the contractor realizes that the AGO’s delay may impact the Project. The notice must identify any delay in detail, as well as the impact the delay has or will have on the project. If the contractor has delivered a notice with respect to a Deliverable in a Milestone, and the completion of the Milestone is delayed based on AGO’s failure to meet its obligations, in addition to an extension of the contractor’s time to perform, the contractor may initiate a claim for an equitable adjustment to contractor’s Fee for the applicable Deliverables included in such Milestone pursuant to the process outlined in the Change Management Plan. Any such equitable adjustment will be taken from (and limited to) the Change Order Budget, if any has been set, for the applicable Fiscal Year, and the extension of time and equitable adjustment will be the exclusive remedies of the contractor for the AGO’s delay.

6.4.3. Other Protective Provisions

The AGO may include additional protective provisions in the resulting negotiated contract for consideration by the selected contractor.

2.5. Performance Deficiencies

This subsection does not deal with deficiencies of the selected contractor’s Proposal. The Proposal preparation requirements are in Sections 4 and 5 of this RFP. This subsection deals with deficiencies in performance by the selected contractor during the contract term. The intent of this subsection is to advise prospective contractors of the kinds and extent of remedies the AGO may seek to negotiate in a Contract with the selected contractor.

Generally, within the scope and intent of this RFP a deficiency is a deviation from the state requirement, quality, undertaking or outcome. At the exclusive discretion of the AGO, any deficiency that is wholly or in part attributable to the selected contractor may require remedies.

6.5.1. Credit

Credits may accrue for Unscheduled Downtime, including selected contractor’s failure to meet the System

Availability requirements (hereinafter “Service Credit(s)”). For purposes of assessing Service Credits, “Unscheduled Downtime” means the total amount of time during any quarterly period, measured in minutes, during which the System is unavailable for use, excluding Scheduled Downtime.

6.5.2. Service Credits

The AGO must be entitled to Service Credits calculated based on the length of Unscheduled Downtime as provided in the table below. Service Credits do not apply to Scheduled Downtime.

Length 4 to 24 hours of Continuous

Unscheduled Downtime

Service Credits

4 to 24 hours One (1) day of Service Credits equal to 1/30th of the monthly maintenance.

Each additional block of 24 hours thereafter One (1) day of Service Credits equal to 1/30th of the monthly maintenance, multiplied by the number of unavailable calendar days.

Service Credits are calculated separately for each applicable incident of a Deficiency and shall be added up to be assessed at the end of each month of System Maintenance. Service Credits, in any amount, are not and must not be construed as penalties and, by submitting a bid, the selected contractor irrevocably waives the right (if any) to challenge the validity and enforceability of the Service Credit sums. The Service Credits are intended to compensate the AGO for direct damages it incurs as a result of a Deficiency and are not intended to fully compensate the AGO for the selected contractor’s failure to meet System Availability requirements. When assessed, Service Credits will be deducted from AGO’s payment due to the contractor. If the payment is insufficient to cover the deficiency, then the selected contractor will immediately pay the amount of the insufficiency to the AGO.

2.6. Compliance with Federal, State and AGO Security Regulations, Policies, and

Procedures

The offeror will be required to explain all methods of security used by the offeror’s system, including details describing security aspects of the systems’ physical architecture and logical architectures. For hosted services the offeror will be required to define how segregation of AGO data and systems is implemented within a multi-tenancy and where, geographically data stored or processed. Additionally, the offeror will be required to explain the systems’ adherence to and compliance with all Federal, State and AGO security regulations, policies, and procedures, including, but not limited to, the National Institute of Standards and

Technology (“NIST”) guidance, where applicable and based on the classifications of data received, processed, stored, or transmitted by the offeror system.

AGO data must not be stored outside of the United States without AGO’s written permission provided in advance.

2.7. Subcontractors

Offerors must identify any subcontractors that will be used in performance of the scope of work in their

Proposal. Additionally, the selected contractor shall bind its subcontractors to the terms of the resulting contract, so far as applicable to the work of the subcontractor and shall not agree to any provision which seeks to bind the AGO to terms inconsistent with, or at variance from, the resulting contract.

The selected contractor shall be fully responsible for all acts and omissions of its subcontractors, including any default by a subcontractor, just as if the selected contractor itself had defaulted. The selected contractor assumes responsibility for all deliverables and milestones in the scope of work whether it, a subcontractor, or third-party produces them in whole or in part. The selected contractor shall be solely responsible for the payment of any subcontractor.