Lion_Group_Inc._COM_Contract_FY25-Complete.pdf

OHIO DEPARTMENT OF COMMERCE

CONTRACT

This purchase contract is between:

Ohio Department of Commerce (“COM”) Lion Group Inc. (“Seller”)

Division: State Fire Marshal Address: 7200 Poe Ave Ste 400

Contract Manager: Nicholas Krafft City, State, Zip: Dayton, Ohio 45414

77 South High Street

AND

Phone: 937-266-0869

Columbus, Ohio 43215 Contact Name: Melissa Kirk

Phone: 1-614-275-1333 Email: MKirk@lionprotects.com

Email: nicholas.krafft@com.ohio.gov OAKS Number and Address Code: 0000235257

For the purpose of this Contract, the term “Party” or “Parties” may be used to refer to either COM and/or Seller individually or collectively. In consideration of the mutual promises expressed in this Contract, intending to be legally bound, and having the authority to do so, Seller agrees to perform, and COM agrees to pay Seller, in accordance with the terms of this Contract as follows:

In consideration of the covenants and agreements herein contained and in further consideration of Three Hundred and Sixty Four Thousand Dollars ($364,000.00) paid to it by COM (“COM”), Lion Group Inc., an Ohio corporation (“Seller”), does hereby transfer and convey to COM all of Seller’s right, title and interest in and to Training Ready Smart Class A Unit-Demo Unit and Mobile Chassis for the Training Ready Unit with extended warranty and Preventative Maintenance per specifications described in Schedule 1-4, attached hereto and made a part hereof, (“Product”), which includes required services and materials, including design engineering, construction, delivery, labor, materials, machinery, components, fabrications, equipment, or other incidentals necessary or convenient to the successful completion of the project and the carrying out of all required duties and obligations.

TO HAVE and TO HOLD unto COM’s representatives, heirs, devisees, successors, and assigns forever.

I. Term

This Contract is effective on the date of last signature and expires on the later of the date all warranties have expired or the date Contractor has completed all services in accordance with the requirements of this Contract, and the services have been accepted by COM.

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II. Pricing

The initial price for the Product is set forth on the schedule attached hereto as Schedule 2.

Training Ready Smart Class A Unit- Demo Unit $245,000* Includes:

1.year warranty + 2 years additional warranty 2.years Preventive Maintenance Coordination of TRU install onto OFA chassis Training of OFA personnel

Mobile Chassis for Training Ready Unit $115,000 45ft long Custom Flatbed trailer with Tandem Axle Fixed Mechanical suspension, Steel Disc wheels & Radial tires to carry one 40ft ISO Container. Designed to carry (1) 40ft standard ISO container weighing 13,000lbs. with 4,000 lbs. of cargo in it. Includes 2 sets of stairs

(front/back and diesel generator.)

Graphics 4’ X 8’ X14GA stainless steel Mil finish T304 plate mounted $4,000 to Training Ready Unit. 4’ x 8’ graphic applied to mounted plate.

Graphic artwork to be provided by Ohio Fire Academy.

Total $364,000

*Includes 2 years of Preventative Maintenance fees at $13,850.00 per year.

III. Payment

Payment of Three Hundred and Sixty Four Thousand Dollars ($364,00.00) shall be made in accordance with this Contract, after final acceptance of the Product.

Unless otherwise stated in this Contract and in accordance with Section 126.30 of the Ohio Revised Code payments under this Contract will be due on the 30th calendar day after the date of actual receipt of a proper invoice in the office designated to receive the invoice. The date payment is issued by COM will be considered the date payment is made. Payment of an invoice by COM will not prejudice the State’s right to object to or question that or any other invoice or matter in relation thereto. The COM’s preferred method of payment is by electronic funds transfer. However, COM may also make payment by State of Ohio payment card or by warrant issued by the Office of Budget and Management. At the time of Contract award, Seller must be able to accept all forms of payment from the State and COM.

IV. Shipping and Title

Delivery is FOB Destination, Division of State Fire Marshal, 8895 East Main St., Reynoldsburg, Ohio 43068.

Estimated delivery of the completed Product is February 1, 2025 (“Completion Date”).

Time is of the essence. Seller acknowledges that timely delivery of conforming Product for all Purchase Orders submitted by COM to Seller is of the essence. Seller shall immediately notify COM if Seller has any reason to believe that the Product will not be delivered by the Completion Date.

Irrespective of any other provision of this contract, Seller agrees to pay all transportation charges incurred in delivering the Product to the Division of State Fire Marshal’s Reynoldsburg campus. On behalf of COM, Seller agrees to procure insurance for the full value of the Product sold under this Contract from the time that the

Product is identified to the time of actual receipt of the Product by COM. The cost of this insurance is included in the price and will be borne by the Seller.

V. Inspection and Acceptance

Upon delivery and completed set up of the Product by Seller, COM shall inspect the Deliverable to determine any nonconformance to specifications, shortages, defects, and/or damage in transit. The Product furnished under this Contract is subject to acceptance by COM.

If COM finds furnished Product to be incomplete or not in compliance with the Contract, COM, at its sole discretion, may either reject the Product, require Seller to correct any defects without charge, or negotiate with Seller to reduce the price, whichever COM deems appropriate under the circumstances. If Seller is unable or refuses to cure any defects within a time deemed reasonable by COM, COM may pursue any of the remedies for Seller’s default detailed in this Contract.

Acceptance of the Product will be made by COM only in writing and through a document entitled “Final Acceptance” issued by COM. It is expressly agreed that partial or full payment by COM to Seller for the Product and/or services provided under this Contract shall not constitute acceptance. Acceptance shall be conclusive, except for latent defects, fraud, or gross mistakes amounting to fraud.

Warranty periods commence upon COM’s final acceptance of the Product.

VI. Warranty

The Seller warrants that:

1. The performance of the Seller under this Contract will be in accordance with the industry’s professional standards, the requirements of this Contract and without any material defect;

2. The Product shall be new and merchantable;

2. No Product will infringe on the intellectual property rights of any third party;

3. All warranties, as further described in Schedule 1-4 attached hereto and made part hereof, are in accordance with the Seller’s standard business practices;

4. The Product is fit for the particular purpose described in this Contract and will perform substantially in accordance with its user manuals, technical materials, and related writings.

5. The Product complies with all governmental, environmental and safety standards.

6. The Seller has the right to enter into this Contract.

7. The Seller has good and marketable title to any Deliverable delivered under this Contract for which title passes to the COM.

8. The Seller must notify COM in writing immediately upon the discovery of any breach of the warranties given above, or if any work of the Seller or any Product fails to comply with these warranties, and the Seller is so notified in writing, the Seller will correct such failure in a commercially reasonable time or as specified in the Contract. If the Seller fails to comply, the Seller will refund the amount paid for the Product. The Seller will also indemnify COM for any direct damages and claims by third parties based on breach of these warranties.

VII. Indemnification

The Seller must indemnify COM for all liability and expense arising out of the performance of this Contract, provided that such liability or expense is due to the negligence or other tortious conduct of the Seller, its employees, agents, or subcontractors.

The Seller will not be responsible for any damages or liability to the extent caused by the negligence or willful misconduct of COM, its employees, other contractors, or agents.

Seller must indemnify the State for all liability and expense resulting from the unauthorized disclosure or loss of State Data. Damages resulting from the unauthorized disclosure or loss of State Data shall be considered direct damages under this Contract and include, but are not limited to, the following: (i) expenses for legally-required notification of impacted individuals; (ii) responding to inquiries from such notifications; (iii) government fines and penalties assessed against the State; (iv) costs to the State for investigations, audits or forensic services as applicable related to the disclosure or loss; (v) mitigation measures, including 12 months of credit monitoring and identity theft protection for individuals impacted by a disclosure; (vi) costs to the State to reconstruct data that was lost or to repair any damaged State information technology infrastructure; and (vii) other such expenses incurred by the State as a result of the unauthorized disclosure or loss of State Data.

Regardless of any limitation on liability of any kind in this Contract, the Seller will be responsible for acquiring one year’s identity theft protection services on behalf of any individual or entity whose personally identifiable information is compromised while it is in the Seller’s possession.

Seller’s indemnification obligations under this paragraph apply whether the expenses or costs incurred by COM are performed by COM employees or hired contractors. Seller must also work with the State to directly notify impacted individuals or persons as required by Ohio Revised Code Chapter 1349.

The Seller must also indemnify, release, protect, and hold COM harmless from any claim of infringement of a copyright, patent, trade secret, or similar intellectual property right based on COM’s proper use of any Deliverable under this Contract. This obligation of indemnification will not apply where COM has modified or misused the Deliverable and the claim of infringement is based on the modification or misuse. If a successful claim of infringement is made, or if the Seller reasonably believes that an infringement claim that is pending may actually succeed, the Seller must take one (1) of the following four (4) actions within an acceptable timeframe: 1. Modify the Deliverable so that the Deliverable is no longer infringing; 2. Replace the Deliverable with an equivalent or better item; 3. Acquire the right for the State to use the infringing Deliverable as intended;

or 4. Remove the infringing Deliverable and refund the fee the State paid for such Deliverable and any other affected Deliverable.

COM agrees to give the Seller notice of any such claim as soon as reasonably practicable and to give the Seller the authority to settle or otherwise defend any such claim upon consultation with and approval by the Ohio Attorney General.

VIII. Suspension/Termination.

In the event of suspension or termination COM will issue a notice to Seller. Any notice of suspension or termination, in full or in part, will be effective as specified in the notice. The Seller must immediately cease all work, refuse any additional orders, and take all steps necessary to minimize the costs the Seller will incur related to this Contract as directed by the notice. Suspension, termination or expiration of this Contract will not limit the Seller’s continuing obligations with respect to Deliverables that COM paid for or limit the COM’s rights in such.

At COM’s request, the Seller must immediately prepare a final report and deliver such report to COM. The report must detail the work completed and/or the orders received and not processed prior to the time of notice.

If applicable, the report must include the percentage of the Project’s completion, estimated time for delivery of all orders received but not processed, any costs incurred by the Seller in doing the Project to date, and any Deliverables completed or partially completed but not delivered to COM at the time of notice. Based on the COM’s approval of the final report and as directed, the Seller must deliver work, whether completed or not, to the COM. Any delivered work will be subject to approval by COM. The Seller may be entitled to payment for any Deliverables that have been delivered and accepted at a pro-rated amount based on the compensation structure of this Contract.

1. Contract or Order Suspension.

a. Suspension for Cause. If the Seller fails to perform any one of the Seller’s obligations under this Contract or an order, the Seller will be in default and COM may suspend rather than terminate this Contract or an order. In the case of suspension for default, COM will be entitled to all remedies available under this Contract.

b. Suspension for Convenience. In the case of a suspension for COM’s convenience, the amount of compensation due to the Seller for work performed before the suspension will be determined in the same manner as provided in Section VIII(2)(a) for termination for the COM’s convenience or the Seller may be entitled to compensation for work performed before the suspension.

c. The notice of suspension whether, with or without cause, will be effective immediately, on the Seller’s receipt of the notice.

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

2. Contract or Order Termination.

a. Termination for Convenience. COM may terminate this Contract for its convenience after issuing written notice to the Seller. The Seller will be entitled to the pro-rated price for any Deliverable or portion of a Deliverable that the Seller has delivered and COM or the COM has accepted before the termination. Total payments will not exceed the amount payable to the Seller as if the Contract or order had been fully performed. This will be the Seller’s exclusive remedy in the case of termination for convenience and is available to the Seller only after the Seller has submitted a proper invoice.

b. Termination for Cause. If the Seller fails to perform any of its obligations under this Contract or an order under this Contract, the Seller will be in default, and COM may terminate this Contract or COM may terminate an order in accordance with this Section. Termination for cause includes but is not limited to:

i. Termination for Breach. If Seller’s breach is unable to be cured in a reasonable time, the COM may terminate the Contract by written notice to the Seller.

ii. Termination for Un-remedied Breach. If Seller’s breach may be cured within a reasonable time, COM will provide written notice to Seller specifying the breach and the time within which Seller must correct the breach. If Seller fails to cure the specified breach within the time required, COM may terminate the Contract. If COM does not give timely notice of breach to Seller, COM has not waived any of COM’s rights or remedies concerning the breach.

iii. Termination for Persistent Breach. COM may terminate this Contract by written notice to Seller for defaults that are cured, but persistent. “Persistent” means three or more breaches. After COM has notified Seller of its third breach, COM may terminate this Contract without providing Seller with an opportunity to cure. The three or more breaches are not required to be related to each other in any way.

iv. Termination for Endangered Performance. COM may terminate this Contract by written notice to the Seller if COM determines that the performance of the Contract is endangered through no fault of COM.

v. Termination for Financial Instability. COM may terminate this Contract by written notice to the Seller if a petition in bankruptcy or a Federal or State tax lien has been filed by or against the Seller.

vi. Termination for Delinquency, Violation of Law. COM may terminate this Contract by written notice, if it determines that Seller is delinquent in its payment of federal, State or local taxes, workers’ compensation, insurance premiums, unemployment compensation contributions, child support, court costs or any other obligation owed to a State agency or political subdivision. COM also may cancel this Contract, if it determines that Seller has violated any law during the performance of this Contract.

However, COM may not terminate this Contract if the Seller has entered into a repayment agreement with which the Seller is current.

vii. Termination for Subcontractor Breach. COM may terminate this Contract for the breach of the Seller or any of its subcontractors. The Seller will be solely responsible for satisfying any claims of its subcontractors for any suspension or termination and will indemnify COM for any liability to them. Subcontractors will hold COM harmless for any damage caused to them from a suspension or termination. The subcontractors will look solely to the Seller for any compensation to which they may be entitled.

viii. Termination for Seller’s Failure to Pay Material Suppliers. Pursuant to Section

4113.61 of the Ohio Revised Code, Sellers shall promptly pay material suppliers, within ten (10) calendar days of receipt of payment from the State of Ohio, for materials ordered and delivered as a result of this contract. A Seller unable to furnish bid items because of non-payment issues related to a material supplier shall constitute grounds for the Director of COM to terminate this contract immediately. A Seller may, at the discretion of the COM, be given an amount of time, amount shall be specified by COM in writing, to furnish past due payment to the material supplier before termination shall occur.

ix. Failure to Maintain MBE Certification. Pursuant to O.R.C. Section 125.081, the State may set aside a bid for supplies or services for participation only by minority business enterprises (MBE’s) certified by the State of Ohio, Equal Opportunity Coordinator. After award of the Contract, it is the responsibility of the MBE Seller to maintain certification as a MBE. If the Seller fails to renew its certification and/or is decertified by the State of Ohio, Equal Opportunity Coordinator, the State may immediately cancel the Contract.

x. Failure to Maintain Licensure. The Seller’s failure to maintain the proper license(s) to perform the services or provide the goods prescribed by this Contract shall be grounds to terminate this Contract without prior notice.

IX. Contract Remedies

1. Actual Damages. The Seller is liable to COM for all actual and direct damages caused by the Seller’s default. COM may self-perform or buy substitute Deliverables from a third party for those that were to be provided by the Seller. COM may recover the costs associated with acquiring substitute Deliverables, less any expenses or costs avoided by the Seller’s default.

2. Liquidated Damages. If actual and direct damages are uncertain or difficult to determine, COM may recover liquidated damages. Unless otherwise specified, liquidated damages will be in the amount of 1% of the value of the order, Deliverable, or milestone that are the subject of the default, for every day that the default is not cured by the Seller.

3. Right to Withhold or Offset. COM may withhold payment or set off the amount of any liquidated damages, other damages or claims for damages, or any other obligation of the Seller or its subsidiaries to the including any amounts the Seller owes to COM under this Contract, against any payments due to the Seller under this Contract.

X. Product Recall.

Recalls. In the event that (a) any government authority issues a request, directive or order that any portion or component of Product be recalled, (b) a court of competent jurisdiction orders such a recall, or (c) Seller or COM shall reasonably determine that a Product should be recalled, the Parties shall take all appropriate corrective actions, and shall cooperate in the investigations surrounding the recall.

1. In the event that Seller or COM determines that a Product should be recalled, the Parties shall consult with each other prior to taking any corrective actions.

2. The Seller shall, at the option of COM, either reimburse the purchase price or provide an equivalent replacement product at no additional cost. The Contractor shall be responsible for removal and/or replacement of the affected product within a reasonable time as determined by COM. At the option of the COM, the Seller may be required to reimburse storage and handling fees to be calculated from time of delivery and acceptance to actual removal. The Seller will bear all costs associated with the removal and proper disposal of the affected product. Failure to reimburse the purchase price or provide equivalent replacement product will be considered a default.

3. To the extent that such recall results from the negligence of, or any breach of this Contract relating to the manufacturing, installation or configuring of the recalled Product by Seller or any third-party subcontractor of Seller, Seller shall be responsible for all expenses incurred by Seller and COM in connection therewith.

4. For purposes of this Contract, the expenses of recall shall include the expenses of notification and destruction or return of the recalled Product and replacement thereof and all other costs incurred in connection with such recall.

XI. Force Majeure (Excusable Delay).

Neither party will be liable for any delay in its performance that arises from causes beyond its or its subcontractor’s control and without its or its subcontractor’s negligence or fault. For purposes of this Section, the term “force majeure event” includes without limitation, the following: Acts of God, such as pestilence, lightning, earthquakes, fires, storms, hurricanes, tornadoes, floods, washouts, droughts, severe weather.

Additional circumstances and events include epidemics, explosions, restraining of government and people, war, strikes, and other similar events or causes.

If COM or the Contractor cannot perform any part of its obligations under this Contract because of force majeure, that party is excused from those obligations, to the extent that performance is prevented by the force majeure event and that party took all commercially reasonable steps to mitigate or avoid the effects of the force majeure event. If there is only a delay in performance, such delay may extend only for that time lost because of the force majeure event. If a party is unable to perform those above-referenced obligations, it must also do the following:

1. Promptly notify the other party, in writing, of any material delay in performance due to a specified force majeure event;

2. Provide detailed information of the force majeure event;

3. Provide a proposed revised performance date to make up for performance delays due to the force majeure event. When applicable, the revised schedule must provide for performance time not to exceed the time lost as a result of the force majeure event.

XII. OhioBuys

This Contract may become part of OhioBuys, an electronic procurement system which provides electronic contract and catalog hosting and management services. Ordering Agencies access this system to place orders for the procurement of goods and services using State of Ohio contracts. When the Contract becomes part of OhioBuys, the Seller agrees to establish, maintain and support its contract in OhioBuys.

XIII. Public Records and Retention of Documents and Information.

The Seller acknowledges, in accordance with Section 149.43 of the Ohio Revised Code, that this Contract, as well as any information, Deliverables, records, reports, and financial records related to this Contract are presumptively deemed public records. The Seller understands that these records will be made freely available to the public unless the State determines that, pursuant to state or federal law, such materials are confidential or otherwise exempt from disclosure. The Seller must comply with any direction from the State or an Ordering Agency to preserve and/or provide documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

XIV. General and Regulatory Provisions.

Contractor acknowledges and agrees to the General and Regulatory Provisions contained in ATTACHMENT A, incorporated as if written fully herein.

XV. Federal Provisions

Contractor acknowledges and agrees to the Federal Provisions contained in ATTACHMENT B, incorporated as if written fully herein.

IN WITNESS WHEREOF, this Purchase Contract has been duly executed by the undersigned, having first read and understood the terms contained herein and the purpose, intent, and effects hereof.

OHIO DEPARTMENT OF COMMERCE LION GROUP INC.

Sheryl Maxfield, Director of Commerce [Signature]

Printed Name and Title

Date Date

11/18/2024

ATTACHMENT A

General and Regulatory Provisions

XVI. General Provisions.

1. Amendments. No change to any provision of this Contract will be effective unless it is in writing and signed by the parties to the Contract. However, COM may document non- material changes in writing and provide notice to the Seller. Unless specifically provided otherwise in this Contract or agreed to in writing by the Contracting or Ordering Agency, no terms or conditions included on a Seller’s quote or ordering document will be valid or enforceable against COM and are specifically excluded from this Contract. Further, no “click-through,” “shrink-wrap,” “browse-wrap,” or other terms that have not been specifically negotiated by the Seller and COM, whether before, on, or after the date of this Contract, will be effective to add or modify the terms of this Contract, regardless of any party’s “acceptance” of those terms by electronic means. No State employee has the authority to modify, amend, or supplement this Contract through electronic means.

2. Waiver. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Contract will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

3. Assignment/Delegation. The Seller must not assign any of its rights nor delegate any of its duties under this Contract without written consent of COM. Any assignment or delegation not consented to may be deemed void by COM.

4. Binding Effect. Subject to the limitations on assignment provided elsewhere in this Contract, this Contract will be binding upon and inure to the benefit of the respective successors and assigns of COM and the Seller.

5. Language Construction. This Contract will be construed in accordance with the plain meaning of its language and neither for nor against the drafting party.

6. Days. When this Contract refers to days, it means calendar days, unless it expressly provides otherwise.

7. Headings. The headings in this Contract are for convenience only and will not affect the interpretation of any of the Contract terms and conditions.

8. Injunctive Relief. Nothing in this Contract is intended to limit COM’s right to injunctive relief if such is necessary to protect its interests or to keep it whole.

9. Notices. For any notice under this Contract to be effective, the notice must be made in writing and delivered to the appropriate contact provided in the Contract.

10. Order of Priority. If there is any inconsistency or conflict between these Standard Terms and Conditions and any provision incorporated by reference or included by the Seller, these Standard Terms and Conditions will prevail.

11. Publicity. The Seller shall not do the following without prior, written consent from COM:

a. Advertise that the Seller is doing business with COM;

b. Use this Contract as a marketing or sales tool; or

c. Affix any advertisement or endorsement, including any logo, graphic, text, sound, video, and company name, to any State-owned property, application, or website, including any website hosted by Seller or a third party.

12. Severability. If any provision of the Contract or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Contract will remain in full force and effect.

13. Subcontracting. The State recognizes that it may be necessary for the Seller to use a subcontractor to perform a portion of the work under the Contract. In those circumstances, the Seller shall submit a list identifying the Seller’s subcontractors. The Seller may not enter into subcontracts related to the Contract after award without written approval from the State. If any change occurs during the term of the Contract, that requires a change to identified subcontractors, the Seller shall amend its list of subcontractors and request written approval from the State. The State reserves the right to reject any subcontractor submitted by the Seller.

All subcontracts will be at the sole expense of the Seller and the Seller will be solely responsible for payment of its subcontractors. The Seller assumes responsibility for all sub- contracting and third-party manufacturer work performed or product delivered under the Contract. All agreements with subcontractors must incorporate this Contract by reference and include the following provisions: (1) the subcontractor agrees to be bound by all applicable terms and conditions of this Contract; and (2) the terms of this Contract prevail over any conflicting terms of the agreement with the subcontractor. The Seller will be the sole point of contact with regard to all contractual matters.

14. Survivorship. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, publicity, warranties and limitations on damages shall survive the termination of this Contract. In addition, to the extent necessary to carry out the purpose of this Contract, all other terms, conditions, representations or warranties contained in this Contract will survive the expiration or termination of this Contract.

15. Counterparts. This Contract may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

XVII. Regulatory Contract Requirements

1. Antitrust. COM and the Seller recognize that, in actual economic practice, overcharges resulting from antitrust violations are usually borne by COM. The Seller therefore assigns to the State all state and federal antitrust claims and causes of action that the Seller has or acquires relating to the goods and services acquired under this Contract.

2. Appropriation of Funds. COM’s funds are contingent upon the availability of lawful appropriations. If the General Assembly or any third-party who is providing funding fails at any time to continue funding for the payments or any other obligations due by the State under this Contract, the State will be released from its obligations on the date funding expires. If appropriations are approved, the State may continue this Contract past the current biennium by issuing written notice of continuation to the Seller. Any obligations of the State are subject to Section 126.07 of the Ohio Revised Code.

3. Campaign Contributions. Unless this Contract was solicited by competitive bid pursuant to Section 125.07 of the Ohio Revised Code, Seller hereby certifies that all applicable parties are in full compliance with Section 3517.13 of the Ohio Revised Code.

4. Compliance with Law. The Seller must comply throughout the duration of the Contract with all applicable federal, state, local laws and Executive Orders while performing under this Contract.

5. Conflict of Interest/Ethics. Seller represents, warrants and certifies that it and its employees engaged in the administration or performance of this Contract are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws including but not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio Revised Code. Seller further represents, warrants, and certifies that neither Seller nor any of its employees will do any act that is inconsistent with such laws or otherwise presents a conflict of interest.

6. Warranty Against an Unresolved Finding for Recovery. The Seller warrants that the Seller is not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised Code. If the warranty is false on the date the parties signed this Contract, the Contract is void ab initio, and the Seller shall immediately repay any funds paid under this Contract.

7. Debarment. Seller represents and warrants that neither it, nor any of its subcontractors, are debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Contract is void ab initio, and the Seller shall immediately repay any funds paid under this Contract.

8. Drug Free Workplace. The Seller agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Seller employees, while working on State property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

9. Equal Employment Opportunity. The Seller will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Section 125.111 of the Ohio Revised Code and all related Executive Orders.

Before a contract can be awarded or renewed, an Affirmative Action Plan must be submitted to and approved by the State of Ohio.

10. Prohibition of the Expenditure of Public Funds for Offshore Services. No State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State Data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Contract, COM reserves the right to recover any funds paid for services the Seller performs outside of the United States for which it did not receive a waiver.

COM does not waive any other rights and remedies provided to the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, COM reserves the right to recover any funds paid to Seller 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 Seller must complete the Seller/Subcontractor Affirmation and Disclosure Form affirming the Seller understands and will meet the requirements of the above prohibition. During the performance of this Contract, if the Seller changes the location(s) disclosed on the Affirmation and Disclosure Form, Seller must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

11. Governing Law. This Contract shall be governed by the laws of the State of Ohio, and the venue for any disputes will be exclusively with the appropriate court in Franklin County, Ohio.

12. Independent Contractor Acknowledgement. If applicable, it is fully understood and agreed that Seller is an independent contractor and is not an agent, servant, or employee of the State. Seller declares that it is engaged as an independent business and has complied with all applicable federal, state, and local laws regarding business permits and licenses of any kind, including, but not limited to, any insurance coverage, workers’ compensation, or unemployment compensation that is required in the normal course of business and will assume all responsibility for any federal, state, municipal or other tax liabilities. Additionally, Seller understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the State to any public employee retirement system.

Seller acknowledges and agrees that any individual providing personal services under this Contract is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Seller is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business”), Seller shall have any individual performing services under the Contract complete and submit to the Ordering Agency the Independent Seller/Worker Acknowledgement form, available at https://www.opers.org/forms-archive/PEDACKN-Independent-Seller-Worker- Acknowledgment.pdf.

Seller’s failure to complete and submit the Independent Seller/Worker Acknowledgement form at the time Seller executes this Contract shall serve as Seller’s certification that Seller is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code.

13. Registration with Secretary of State. Seller certifies that it is one of the following:

a. A company that is properly registered with the Ohio Secretary of State; or

b. A foreign corporation, not incorporated under the laws of the State of Ohio, but is registered with the Ohio Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised Code, as applicable; or

c. Exempt from the registration requirements of the Ohio Secretary of State.

14. Taxes. Pursuant to Section 5739.02 of the Ohio Revised Code, COM is exempt from sales tax. Pursuant to Section 5741.02(C) of the Ohio Revised Code, COM is exempt from use tax.

15. Trade. Pursuant to Section 9.76(B) of the Ohio Revised Code, Seller warrants that Seller is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the Contract period.

The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the United States or transact business with any entity or individual subject to financial sanctions imposed by the United States. The Seller certifies that it, its subcontractors, and any agent of the Seller or its subcontractors, will acquire any supplies or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control. A list of those entities and individuals subject to sanctions can be found at https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists. These sanctions generally preclude most transactions involving Cuba, Iran, and Sudan, and most imports from Burma or North Korea.

16. Use of MBE and EDGE Vendors. Section 125.081 of the Ohio Revised Code requires State agencies to set-aside purchases for Minority Business Enterprises (MBE) and Executive Order 2008-13S encourages use of Encouraging Diversity, Growth and Equity (EDGE) businesses. Therefore, the State encourages the Seller to purchase goods and services from Ohio certified MBE and EDGE vendors.

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

18. 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.

ATTACHMENT B

FEDERAL PROVISIONS

A. “Clean Air Act”

The Seller agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

The Seller agrees to report each violation to COM and understands and agrees that COM will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency (FEMA), and the appropriate Environmental Protection Agency Regional Office.

The Seller agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance provided by FEMA.

B. “Federal Water Pollution Control Act”

The Seller agrees to comply with all applicable standards, orders, or regulations issued pursuant to the federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq.

The Seller agrees to report each violation to COM and understands and agrees that COM will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency Regional Office.

The Seller agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance provided by FEMA.

C. “Suspension and Debarment”

This contract is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000. As such, the Seller is required to verify that none of the Seller’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R.

§ 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

The Seller must comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

This certification is a material representation of fact relied upon by COM. If it is later determined that the Seller did not comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, in addition to remedies available to COM, the federal government may pursue available remedies, including but not limited to suspension and/or debarment.

The bidder or proposer agrees to comply with the requirements of 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

D. “Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)”

Sellers who apply or bid for an award of more than $100,000 shall file the required certification. Each tier certifies to the tier above that it will not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the federal awarding agency.

E. “Procurement of Recovered Materials”

In the performance of this contract, the Seller shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—

Competitively within a timeframe providing for compliance with the contract performance schedule;

Meeting contract performance requirements; or

At a reasonable price.

F. “Prohibition on Contracting for Covered Telecommunications Equipment or Services”

(a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services (Interim), as used in this clause—

(b) Prohibitions.

(1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L.

No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.

(2) Unless an exception in paragraph (c) of this clause applies, the Seller and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:

(i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

(ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

(iii) Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or

(iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

(c) Exceptions.

(1) This clause does not prohibit Sellers from providing—

(i) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or 27 Contract Provisions Guide

(ii) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) By necessary implication and regulation, the prohibitions also do not apply to:

(i) Covered telecommunications equipment or services that:

i. Are not used as a substantial or essential component of any system; and

ii. Are not used as critical technology of any system.

(ii) Other telecommunications equipment or services that are not considered covered telecommunications equipment or services.

(d) Reporting requirement.

(1) In the event the Seller identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Seller is notified of such by a subcontractor at any tier or by any other source, the Seller shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.

(2) The Seller shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within one business day from the date of such identification or notification: The contract number;

the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Seller shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Seller shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments.”

G. “Domestic Preference for Procurements”

As appropriate, and to the extent consistent with law, the Seller should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States.

This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products.

For purposes of this clause:

Produced in…