NOBH Carpentry Services.pdf

The Ohio Department of Mental Health and Addiction Services (OhioMHAS), Northwest Ohio Behavioral Healthcare (NOBH), is requesting proposals for:

Flooring/Ceiling Replacement Services at NOPH

For the Period:

State Fiscal Year 2026 & 2027 - July 1, 2025, through June 30, 2027

Submit Proposals through the Ohio|Buys website for this particular RFP.

This RFP consists of Forty (40) pages. Please verify that you have a complete copy.

Please submit all inquiries about this RFP through the Ohio|Buys website for this particular RFP. Please refer to Part Three of this RFP, “General Instructions”, for more information about submitting inquiries. All responses to inquiries submitted by Proposers will be posted on the RFP Inquiry tab for viewing by all prospective Proposers.

REQUEST FOR PROPOSALS (RFP)

PART ONE: STRUCTURE OF THIS RFP

PARTS

Part One Structure of this RFP Part Two Information on requested services Part Three General Instructions Part Four Evaluation of Proposals Part Five Contract Award

ATTACHMENTS

Appendix 1 – Standard Affirmation and Disclosure Form o Standard Affirmation and Disclosure Form must be signed by an authorized official of Proposer’s organization and must be included for any proposal to be scored

Appendix 2 – Contractor Information Form o Contractor Information Form must be completed and submitted with the proposal.

PART TWO: SERVICES REQUESTED INFORMATION

I. MISSION & GUIDING PRINCIPLES

The mission of the Ohio Department of Mental Health and Addiction Services (OhioMHAS) is to provide statewide leadership of a high-quality mental health and addiction prevention, treatment and recovery system that is effective and valued by all Ohioans. OhioMHAS strives to be a national leader in implementing a comprehensive, accessible, and quality-focused system of addiction and mental health care and wellness for all Ohio citizens.

II. PURPOSE

The Ohio Department of Mental Health and Addiction Services (OhioMHAS) is seeking proposals from qualified contractors to perform carpentry services such as flooring, ceiling, and wall replacement services at our hospital.

III. BACKGROUND

The Northwest Ohio Behavioral Healthcare (NOBH), a 114-bed inpatient facility dedicated to the care of acutely mentally ill adults, is inviting bids for carpentry services. The contract will cover Fiscal Year 2026 (July 1, 2025 – June 30, 2026) and Fiscal Year 2027 (July 1, 2026 – June 30, IV. SCOPE OF WORK AND DELIVERABLES

• Flooring services will include, but are not limited to, the removal of carpet, vinyl plank flooring, and VCT, as well as the installation of new carpet tiles, vinyl plank, or VCT flooring.

• Ceiling tile services will involve the replacement of tiles, installation of new tracks, or reconfiguration of the ceiling grid layout.

• The proposal should detail the hourly rate for the aforementioned services during standard working hours. NOBH will request and schedule services as needed. All planned work is to be conducted during regular working hours (7:30 a.m. to 4:30 p.m., Monday through Friday).

• Services performed during regular working hours will be billed at standard hourly wage rates.

• A written quote may be requested prior to the initiation of work, and a purchase order will be issued before any services commence.

• A pre-bid walkthrough may be requested. For any inquiries, please contact Donald McGuire at 419-392-9211.

• The vendor is responsible for providing all labor, equipment, and materials necessary to complete the work. Subcontracting will not be permitted.

V. MINIMUM QUALIFICATIONS OF CONTRACTOR

The contractor must have adequately trained personnel and equipment to respond to scheduled project and after hour requests. A list of skilled tradesmen available for use at the hospital by the contractor will be provided with bid.

Contractor shall not be subject to an “unresolved” finding for recovery under Section 9.24 of Ohio Revised Code.

VI. ETHICAL AND CONFLICT OF INTEREST REQUIREMENTS

No contractor or individual, company or organization seeking a contract shall promise or give to any OhioMHAS employee any item of value that is of such character as to manifest a substantial and improper influence upon the employee with respect to his or her duties.

No contractor or individual, company or organization seeking a contract shall solicit any OhioMHAS employee to violate any of the conduct requirements for employees.

Any contractor acting on behalf of OhioMHAS shall refrain from activities that could result in violations of ethics and/or conflicts of interest. Any contractor or potential contractor who violates the requirement and prohibitions defined Section 102.03 or Section 102.04 of the Ohio Revised Code is subject to termination of the contract or refusal by OhioMHAS to enter into a contract.

PART THREE: GENERAL INSTRUCTIONS

The following sections provide a calendar of events, details on how to respond to this RFP and how to get more information about this RFP. All responses must be complete and in the prescribed format.

I. CALENDAR OF EVENTS & ONLINE INFORMATION

The schedule for this RFP is given with the Ohio|Buys solicitation and is subject to change.

OhioMHAS may change this schedule at any time. If OhioMHAS changes the schedule before the Proposal Due Date, it will do so through an announcement on the Ohio|Buys web site area for this. The web site announcement will be followed by an addendum to this RFP, which also will be made available through the same Ohio|Buys web site, a possible new round or lot may be started.

It is each prospective Proposer’s responsibility to check the Ohio|Buys web site’s solicitation area for this RFP for current information and the calendar of events scheduled through award of any contract.

Other than by adherence to the RFP Inquiry process, set forth within Ohio|Buys, no contact related to this RFP shall be made with OhioMHAS until a contract award is announced.

Notwithstanding this prohibition, OhioMHAS, at its sole discretion, may request additional information as part of the review process outlined below.

II. PROPOSAL FORMAT

Proposals must be prepared in accordance with instructions in this section. The proposal must clearly outline how each of the deliverables of Part 2 Section IV will be completed and with the time frames specified in that same section.

To be accepted, a proposal must include a technical proposal and a cost proposal as described in this section, contain all the information specified for each of the categories listed in this section, and meeting the requirements of this section. Both technical and cost proposal will be identified within the RFP on the Ohio|Buys web site and must be filled out in its entirety to be accepted.

A. Technical Proposal

a. Transmittal letter includes:

• Identifies the bidder

• The name, title, address, and telephone number of the proposer’s contract person with authority to answer questions concerning the RFP

• The name, title, address, telephone number, and email address of the proposer’s contact person with authority to execute a contract on behalf of the proposer.

b. Organizational experience including:

• Information on the background of the firm or individual, including background information of any subcontractor(s)

• Any prior experience relevant to this RFP (includes current contact names and phone numbers for these references), and a list of similar projects currently underway by the proposer or by any subcontractor(s) as well as completed over the past three (3) years unless requested otherwise within the Evaluation Section of this RFP. The Evaluation/Selection Review Committee will consider these additional references and may contact each of these sources.

c. Technical Approach and work plan that indicates how the proposer plans to address the purpose, objectives and deliverables, within the timeframes as stated in this RFP.

• A procedure for reporting the status of the project, including work completed.

• A proposal for how coordination will occur and how information will be shared with OhioMHAS

• A chart indicating the names of staff and staff hours/activities/tasks linked to the responsibility of each of those individuals involved in each deliverable of the project

• Samples of previous related projects

d. Personnel Qualifications

• Must include names, resumes, education, and experience of personnel listed in the table of organization/personnel chart for this project (including any subcontractors), and fully explain how their education and experience is relevant to the sections of this RFP.

• OhioMHAS shall require a clause in the resulting contract regarding key personnel that any person identified as critical to the success of the project may not be removed without reasonable notice to OhioMHAS.

• One Project Manager shall be named on behalf of the proposer. All correspondence shall be directed through this named individual.

B. Cost Proposal

The cost proposal must indicate the total cost for the entire project and a separate cost breakdown for state fiscal year 2026 and 2027 for the following elements, each of which will be identified within the Financial Questionnaire in Ohio|Buys for the RFP.

Hourly Rate for removing carpet/vinyl plank flooring/VCT and installing new carpet squares/vinyl plank or VCT flooring.

Hourly Rate for replacing tile/installing new track or reworking ceiling grid as may be necessary.

Travel cost should be encompassed within the cost of the deliverables. Travel is not to be listed separately. For purposes of this RFP, travel includes all modes of transportation (airfare, tax, car rentals, etc.), lodging expenses, meals, and cost of communications by phone, mail, e-mail, or fax.

III. PROPOSAL SUBMITTAL

Proposals must be submitted in the following manner:

• Proposals must be submitted via the Ohio|Buys website by no later than 2:00 pm EST on the date indicated on the sourcing project.

No proposals or corrections/additions to submitted proposals will be accepted after the Proposal Due Date and time. Proposals that are submitted after the Proposal Due Date and time will not be scored.

Proposals that are not submitted in the format requested will not be scored. Proposals that do not contain all of the required information will not be scored.

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

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

All information submitted by the Proposer will be considered to be public information unless the proposer specifically demonstrates, in writing, which information it considers to be proprietary. “Proprietary information” is information which, if made public, would put the proposer at a disadvantage in the market place and trade in which the proposer is a part.

Consequently, an assertion of “proprietary” information must be clearly identified and the basis of the assertion must be included. It is not adequate for the bidder to simply state that disclosure of the information will put it at a disadvantage in the market place.

OhioMHAS will make the final decision as to whether information is “public” or “proprietary”.

OhioMHAS reserves the right to:

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

Rebid this RFP, requesting new Proposals from qualified firms.

Waive or modify minor irregularities in Proposals received.

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

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

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

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

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

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

If, during the review process, OhioMHAS determines that it is necessary to make further distinctions between certain Proposers, OhioMHAS may request certain selected

Proposers to interview or make a presentation to staff and reviewers. The Proposer shall bear the cost of travel to any scheduled interview.

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

IV. INQUIRIES

From the issuance date of this RFP, until a contract is awarded to a proposer, there may not be communications concerning the RFP between any supplier who expects to submit a proposal and any employee of OhioMHAS involved in the issuing of the RFP. The only exception is provided through the submission of written requests for clarification/interpretation via the RFP through the Ohio|Buys website during the specified inquiry period.

Prospective Proposers may make inquiries or seek clarifications regarding this RFP any time during the inquiry period listed in the RFP Calendar of Events. To make an inquiry, prospective Proposers must use the Inquiry tab on the RFP in Ohio|Buys to submit all inquiries or to seek clarification.

Prospective Proposers submitting inquiries will receive an immediate acknowledgement by e-mail that their inquiry has been received. The prospective Proposer who submitted the inquiry will not receive an e-mail response to the question, but will need to view the response on the State Procurement web site where it will be posted for viewing by all prospective Proposers.

Prospective Proposers may all view inquiries through the Inquiry tab located within the

RFP.

OhioMHAS will try to respond to all properly posed inquiries within 48 hours, excluding weekends and state holidays. OhioMHAS will not respond to any inquiries received after the date and time indicated on the RFP. Prospective Proposers who attempt to seek information or clarifications verbally will be directed to reduce their questions to writing in accordance with the terms of this RFP and state purchasing policy. No other form of communication is acceptable and use of any other form of communication or any attempt to communicate with OhioMHAS staff or any other agency of the State to discuss this RFP may result in the Proposer being deemed ineligible.

PART FOUR: EVALUATION OF PROPOSALS

I. EVALUATION PROCESS

OhioMHAS’s evaluation process of responses submitted to this request may consist of up to four distinct phases:

1. OhioMHAS’s initial review of all proposals for timely submission;

2. An evaluation committee review of the proposals for defects and scoring;

3. OhioMHAS’s request for more information (clarifications, interviews, presentations, and/or demonstrations); and,

4. Negotiations or best offer requests.

At its sole discretion, OhioMHAS will determine whether phases three and/or four are necessary under this RFP, reserving for itself the ability to eliminate or add phases three or four at any time during the evaluation process. OhioMHAS may add or remove sub-phases to phases 2 through 4 at any time if MHAS believes doing so will improve the evaluation process.

II. PROPOSAL EVALUATION CRITERIA

In the proposal evaluation phase, OhioMHAS staff or reviewers selected by OhioMHAS (the committee) will rate the proposals submitted in response to this RFP based on the following criteria and weight assigned to each criterion.

Evaluation Criteria Weight Rating Extended Score

References & Current Experience with Job Duties Described in Exhibit

Rate Break Out Per Exhibit 1 Requirements 25

Meets Exhibit 1 Requirements (i.e., Equipment, Certifications, Licensure, Staffing, Skill Set, etc.)

Total: 300/500

III. SCORING

Each proposal will be scored, and numerical technical point values will be assigned according to the criteria listed below. The scale (0-5) will be used to rate each Proposal response to the RFP on the technical evaluation sections.

The Ohio Department of Mental Health and Addiction Services will score the Proposal responses by multiplying the score received in each category by its assigned weight and adding all categories together for the Offeror’s total technical score.

RATINGS DEFINED:

Point Value

Explanation

0 DOES NOT MEET: Response description does not comply substantially with requirements or is not provided.

1 WEAK: Response description is poor related to meeting the objectives.

2 WEAK TO MEETS: Response description indicates the objectives will not be completely met or at a level that will be below average.

3 MEETS: Response description generally meets the objectives or expectations.

4 MEETS TO STRONG: Response description indicates the objectives will be exceeded.

5 STRONG: Response description significantly exceeds objectives or expectations in ways that provide tangible benefits or meets objectives or expectations and contains at least one enhancing feature that provides significant benefits.

The minimum acceptable score to award a contract will be: [_300_]

PART FIVE: CONTRACT AWARD

I. CONTRACTUAL REQUIREMENTS

Any contract(s) resulting from this issuance of this RFP are subject to the terms and conditions as provided in the personal services contract. The information contained in the RFP and in the proposal submitted by the selected contractor shall be considered part of the contract.

Payments for any and all services provided pursuant to the contract are contingent upon the availability of state and federal funds.

All aspects of the contract apply equally to work performed by any and all subcontractors.

The Contractor, and any subcontractor(s), will not use or disclose any information made available to them for any purpose other than to fulfill the contractual duties specified in the RFP. The Contractor, and any subcontractor(s), agrees to be bound by the same standards of confidentiality including federal and state statutory and regulatory requirements that apply to the employees of OhioMHAS and the State of Ohio.

Before a contract can be awarded, an Affirmative Action Program Verification Form must be completed using the Ohio Business Gateway Electronic filing website (https://ohiobusinessgateway.ohio.gov). Contractor must have an approved Affirmative Action plan recorded with the State of Ohio Department of Administrative Services.

II. CONTRACT AWARD PROCESS

It is OhioMHAS’s intention to award one or more contract(s) under the scope of this RFP and as based on the RFP Calendar of Events schedule, so long as OhioMHAS determines that doing so is in the State’s best interests and OhioMHAS has not otherwise changed the award date.

Any award decision by OhioMHAS under this RFP is final. After OhioMHAS makes its decision under this RFP, all Contractors will be notified (in writing or by phone, at OhioMHAS’s discretion) of the final evaluation and determination as to their Proposals.

OhioMHAS will issue a notice of contract award to the selected Contractor(s) and finalized contract terms and conditions will be forwarded for signature. Contract will include RFP and attachments and the Contractor’s accepted proposal. Once executed copies of the contract are submitted by the Contractor(s) and pending any further approvals that may be required (e.g., State Controlling Board), OhioMHAS will fully execute the contract.

Once the contract is fully executed, OhioMHAS will issue a purchase order (PO).

OhioMHAS will issue to the Contractor(s) one (1) copy of the signed instrument and one

(1) copy of the PO for its/their files.

Unless otherwise negotiated and included in the executed contract/scope of work, the selected contractor(s) shall be bound by all outlined services, policies and procedures as contained in the contractor’s submitted and evaluated proposal.

Contractor may commence work upon receipt of a state issued purchase order.

The selected contractor(s) shall be compensated based on deliverables listed in the RFP.

The personal services contract issued will further specify the timelines for completion of each deliverable and payment structure.

III. NUMBER OF AWARDS

It is OhioMHAS’s intention to award one or more contract(s) depending on programs’ needs and the fit of the Contractor(s) to the scope of this RFP.

IV. FUNDING APPROVAL THRESHOLD

In the event that contractual expenditures with the selected Contractor(s) will exceed $50,000 in spending under any contract that results from this RFP, or that otherwise exceed $50,000 in aggregate spending across all contracts between the contractor and OhioMHAS, the contract will be subject to the approval of the State of Ohio Controlling Board.

Appendix 1:

Executive Order 2019-12D

Governing the Expenditure of Public Funds for Offshore Services

No Contract Funds May be Spent Offshore

Executive Order 2019-12D “Governing the Expenditure of Public Funds for Offshore Services” prohibits the use of any public funds within the control of an executive agency to purchase services which will be performed outside of the United States. The Executive Order can be found at the following website:

https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/2019-12d

To be considered by the OhioMHAS, a bid response must be accompanied by an Affirmation and Disclosure in the form attached to this RFP.

https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/2019-12d

STANDARD AFFIRMATION AND DISCLOSURE FORM -EXECUTIVE ORDER 2019-12D

Governing the Expenditure of Public Funds on Offshore Services

By the signature affixed hereto, Contractor affirms, understands and will abide by the requirements of Executive Order 2019-12D. Both Contractor and any of its subcontractors shall perform no services under any contract with the Department of Developmental Disabilities outside of the United States.

The Contractor shall provide all the name(s) and location(s) where services under any contract with the Department of Developmental Disabilities will be performed in the spaces provided below or by attachment. Failure to provide this information may subject the Contractor to sanctions. If the Contractor will not be using subcontractors, indicate “Not Applicable” in the appropriate spaces.

1. Name/Principal location of Contractor:

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

2. Name/Principal location of subcontractor(s):

3. Location(s) where services will be performed by Contractor or by subcontractors if different from principal location(s):

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

4. Location where state data will be stored, accessed, tested, maintained or backed-up, by Contractor or subcontractors if different from principal location(s):

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

Contractor affirms that Contractor and all subcontractors shall immediately disclose to the Department of Developmental Disabilities any change or shift in location of services performed by Contractor or subcontractors after execution of any Contract with the Department. On behalf of the Contractor, I am duly authorized to execute this Affirmation and Disclosure form and have read and understand that this form is a part of any Contract that Contractor may enter into with the Department and is incorporated therein.

By:

Contractor Signature Printed Name and Title

Date:

Appendix 2:

Contractor Information Form

The Contractor Information Form must be filled out and returned with a bid response.

CONTRACTOR INFORMATION FORM

THIS FORM MUST BE SUBMITTED WITH YOUR PROPOSAL

CONTRACTOR NAME:

STREET ADDRESS:

CITY: STATE: ZIP CODE:

AUTHORIZED CONTACT NAME:

PHONE NUMBER: EMAIL:

1. Identify all of contracts currently with the State of Ohio (including OhioMHAS).

Total # of Contracts:

State Agency: Amount:

Contracted Services:

Duration of Contract:

(Attach additional sheets if necessary.)

2. Provide current employee information on both a nationwide basis (including Ohio), and Ohio’s based operations.

NATIONWIDE OHIO

Total # of Employees:

Percent of Women:

Percent of Minorities:

3. Provide OAKS Supplier ID or Tax Identification Number:

4. If your billing address is different than mailing address above, please provide below:

Contractor Name:

Street Address:

City: State: Zip Code:

Authorized Signature Date

Appendix 3:

Example of OhioMHAS’ Personal Service Contract

The Example Personal Service Contract (PSC) does not need to be filled out and returned with a bid response. The Contractor that is selected will be supplied with a completed OhioMHAS PSC to sign, once this has been determined.

AGREEMENT

BETWEEN THE

OHIO DEPARTMENT OF MENTAL HEALTH AND ADDICTION SERVICES

AND

(Insert Name of Contactor)

THIS AGREEMENT is between the Ohio Department of Mental Health and Addiction Services (hereinafter the “OhioMHAS”), 30 E. Broad St. Columbus, Ohio 43215, and [Name of Contractor] (hereinafter “Contractor”), [Insert Address].

The parties agree as follows:

I. NATURE OF AGREEMENT

A. Contractor shall be employed as an independent contractor, to fulfill the terms of this Agreement and to act as a contractor to OhioMHAS. It is specifically understood that the nature of the services to be rendered under this Agreement are of such a personal nature that OhioMHAS is the sole judge of the adequacy of such services.

B. OhioMHAS enters into this Agreement in reliance upon Contractor’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and Contractor warrants that it does possess the necessary expertise and experience.

C. Contractor shall perform the services to be rendered under this Agreement and OhioMHAS shall not hire, supervise, or pay any assistants to Contractor in its performance of services under this Agreement.

II. SCOPE OF WORK

A. Contractor shall perform the services (the “Work”) set forth in Exhibit 1, Scope of Work, attached hereto and made a part hereof.

B. Contractor shall, prior to undertaking any work, complete the following (select all that apply):

☐ Contractor who will be undertaking work at an OhioMHAS facility, or any personnel employed by the contractor who will be undertaking work at an OhioMHAS facility, shall, at the Contractor's expense, undergo a background investigation in the same manner as set forth in Ohio Administrative Code 5122-7-21(E)(1)(e). If the background investigation reveals a conviction or guilty plea that would disqualify an employment candidate according to Ohio Administrative Code 5122-7-21(D), the Contractor must immediately provide new personnel or OhioMHAS may unilaterally terminate this contract.

☐ Contractor who will be undertaking work at an OhioMHAS facility, or any personnel employed by the contractor who will be undertaking work at an OhioMHAS facility, shall provide results of a negative tuberculosis test conducted within six months prior to the contractor or employee beginning work at the OhioMHAS facility.

☐ Contractor who will be undertaking work at an OMHAS facility, or any personnel employed by Contractor who will be undertaking work at an OhioMHAS facility to provide care, treatment, or other services for patients, shall provide proof of vaccination for COVID-19 in accordance with the facility policy before entering the OMHAS facility, as well as proof of receipt of immunization against any other disease specified in facility policy and in accordance with that policy. (Note: Some services and tasks performed in or for an OhioMHAS facility may be conducted so infrequently that COVID-19 vaccination is not required, such as ad hoc non-healthcare services (annual elevator inspection) or services that are performed exclusively off-site and not at or adjacent to any site of patient care (such as accounting services). However, OhioMHAS may choose to extend COVID-19 source control measures as appropriate. OhioMHAS facilities should consider the frequency of presence, services provided, and proximity to patients and staff.)

III. TIME OF PERFORMANCE

A. The Work shall be commenced on or after the date of an approved purchase order.

The Work shall be concluded on or before Click or tap to enter a date., and this Agreement shall terminate on the earlier to occur of: (i) the date on which the Work is completed to the satisfaction of OhioMHAS or (ii) the date on which this Agreement is terminated as provided in Article VI, Termination of Contractor’s Services.

B. The State Agency may renew this Agreement for an additional term of Click or tap here to enter text. on the same terms and conditions by giving written notice prior to expiration. As the current General Assembly cannot commit a future General Assembly to expenditure, this Agreement and any renewal shall in any event expire no later than June 30, 2023.

C. It is expressly agreed by the parties that none of the rights, duties, and obligations herein shall be binding on either party if award of this Agreement would be contrary to the terms of Ohio Revised Code (“R.C.”) 3517.13, 127.16 or Chapter 102.

IV. COMPENSATION

A. OhioMHAS shall pay Contractor no more than [Dollar amount] for the Work.

B. The total amount due shall be computed according to the following cost schedule (lump sum for work produced, installment payments on a schedule, hourly pay, etc):

Click or tap here to enter text.

C. Travel – (choose one)

☐ No Travel - Contractor shall not be separately reimbursed for travel, lodging or any other expenses incurred in the performance of the Work.

☐ Travel Reimbursement - Contractor shall be reimbursed for the Contractor’s reasonable, actual and necessary travel, lodging, and other travel-related expenses incurred in the performance of the Work to the extent that such reimbursement is in the best interest of the state.

1. Only travel expenses which are pre-approved by OhioMHAS will be reimbursed.

2. Travel expenses shall be reimbursed under the same rules and conditions that apply to state employees under Ohio Adm.Code 126-1-02, pursuant to the Ohio Office of Budget and Management (“OBM”) Travel Policy, attached as Exhibit 2.

3. If it is not possible to follow the OBM Travel Policy, with prior approval of OhioMHAS, Contractor shall be reimbursed pursuant to the federal rates for reimbursement in the Continental United States.

4. Meals shall not be reimbursed unless overnight travel is both critical and essential.

D. Contractor must receive a purchase order from OhioMHAS prior to filling an order or performing any of the Work.

E. After Contractor receives a purchase order, Contractor shall submit an invoice for the Work performed consistent with this Article IV, Compensation. Each invoice shall contain an itemization of the Work performed, including dates the Work was performed and total hours worked, if required by Paragraph B.1., above, the location or address where the Work was performed, and the sum due at that time pursuant to this Agreement. All invoices shall contain Contractor's name and address and shall reference OhioMHAS and list the billing address as [Billing Address], Attn: [Department, City, State, Zip]. All invoices must be submitted no later than sixty days after the Work performed. After receipt and approval by OhioMHAS of a proper invoice, as defined by Ohio Adm.Code 126-3- 01(A)(5), payment will be made pursuant to Ohio Adm.Code 126-3-01. Unless otherwise directed by OhioMHAS, invoices should be directed via email to: [Invoices Email Address].

F. In the event that any customer of Contractor negotiates a lower fee structure for the Work or comparable services, Contractor shall promptly notify OhioMHAS and shall extend the lower negotiated rate to OhioMHAS retroactively to the first date the lower rate was offered to another customer.

V. CERTIFICATION OF FUNDS

A. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, R.C. 126.07, have been complied with, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that OhioMHAS gives Contractor written notice that such funds have been made available to OhioMHAS by OhioMHAS’s funding source.

VI. TERMINATION OF CONTRACTOR’S SERVICES

A. OhioMHAS may, at any time prior to completion of the Work, suspend or terminate this Agreement with or without cause by giving written notice to Contractor.

B. In the event that the Work includes divisible services, OhioMHAS may, at any time prior to completion of the Work, by giving written notice to Contractor, suspend or terminate any one or more such portions of the Work.

C. Contractor, upon receipt of notice of suspension or termination, shall cease work on the suspended or terminated activities under this Agreement, suspend or terminate all subcontracts relating to the suspended or terminated activities, take all necessary or appropriate steps to limit disbursements and minimize costs, and, if requested by OhioMHAS, furnish a report, as of the date Contractor receives notice of suspension or termination, describing the status of all Work, including, without limitation, results, conclusions resulting there from, and any other matters OhioMHAS requires.

D. Contractor shall be paid for services rendered up to the date Contractor received notice of suspension or termination, less any payments previously made, provided Contractor has supported such payments with detailed factual data containing Work performed and hours worked. In the event of suspension or termination, any payments made by OhioMHAS for which Contractor has not rendered services shall be refunded.

E. In the event this Agreement is terminated prior to completion of the Work, Contractor shall deliver to OhioMHAS all work products and documents which have been prepared by Contractor in the course of performing the Work. All such materials shall become, and remain the property of, OhioMHAS, to be used in such manner and for such purpose as OhioMHAS may choose.

F. Contractor agrees to waive any right to, and shall make no claim for, additional compensation against OhioMHAS by reason of any suspension or termination.

G. Contractor may terminate this Agreement upon sixty (60) days’ prior written notice to OhioMHAS.

H. If the Contractor fails to perform any of the requirements of this contract, or is in violation of a specific provision of this contract, OhioMHAS may provide the Contractor written notice of the failure to perform or the violation and may provide a specified period to cure any and all defaults under this contract. During the cure period, the Contractor shall incur only those obligations or expenditures which are necessary to enable the Contractor to continue its operation and achieve compliance as set forth in the notice. Should the Contractor fail to comply within OhioMHAS's cure period, the Contractor shall be held in default of this contract and the contract shall terminate at the end of the cure period.

VII. RELATIONSHIP OF PARTIES

A. Contractor shall be responsible for all of its own business expenses, including, but not limited to, computers, email and internet access, software, phone service and office space. Contractor will also be responsible for all licenses, permits, employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any.

B. While Contractor shall be required to render services described hereunder for OhioMHAS during the term of this Agreement, nothing herein shall be construed to imply, by reason of Contractor’s engagement hereunder as an independent contractor, that OhioMHAS shall have or may exercise any right of control over Contractor with regard to the manner or method of Contractor’s performance of services hereunder.

C. Except as expressly provided herein, neither party shall have the right to bind or obligate the other party in any manner without the other party’s prior written consent.

D. It is fully understood and agreed that Contractor is an independent contractor and neither Contractor nor its personnel shall at any time, or for any purpose, be considered agents, servants, or employees of OhioMHAS. Unless Contractor is another State of Ohio entity or a participant in the Ohio Public Employees Retirement System (OPERS), Contractor and its personnel shall not be considered agents, servants, or employees of the State of Ohio, or public employees for the purpose of OPERS benefits.

E. Unless Contractor is a “business entity” as that term is defined in R.C. 145.037 (“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”), Contractor shall have any individual performing services under this Agreement complete and submit to OhioMHAS the Independent Contractor/Worker Acknowledgement form found at https://www.opers.org/forms-archive/PEDACKN.pdf. This paragraph is not applicable to OPERS member employers.

F. Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement form linked in Paragraph VII(E) at the time Contractor executes this Agreement shall serve as Contractor’s certification that Contractor is a “business entity” as that term is defined in R.C. 145.037.

G. Contractor declares that it 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 that is required in the normal course of business.

H. Contractor agrees that it does not have any authority to sign agreements, notes, and/or obligations or to make purchases and/or dispose of property for, or on behalf of, the State of Ohio or OhioMHAS.

I. Contractor agrees that while operating in an OhioMHAS facility, the Contractor and/or any employee or subcontractor of the Contractor, shall follow all applicable rules and regulations for that facility.

VIII. RECORD KEEPING

A. The Contractor must keep all financial records in a manner consistent with generally accepted accounting principles. Additionally, the Contractor must keep separate business records for this project, including records of disbursements and obligations incurred that must be supported by contracts, invoices, vouchers and other data as appropriate.

B. During the period covered by this contract and until the expiration of three (3) years after final payment under this contract, the Contractor agrees to provide the State, its duly authorized representatives or any person, agency or instrumentality providing financial support to the work undertaken hereunder, with access to and the right to examine any books, documents, papers and records of the Contractor involving transactions related to this contract.

C. The Contractor shall, for each subcontract in excess of two thousand five hundred dollars ($2,500), require its subcontractors to agree to the same provisions. The Contractor may not artificially divide contracts with its subcontractors to avoid requiring subcontractors to agree to this provision.

D. The Contractor must provide access to the requested records no later than five (5) business days after the request by the State or any party with audit rights. If an audit reveals any material deviation from the contract requirements, and misrepresentations or any overcharge to the State or any other provider of funds for the contract, the State or other party will be entitled to recover damages, as well as the cost of the audit.

https://www.opers.org/forms-archive/PEDACKN.pdf https://www.opers.org/forms-archive/PEDACKN.pdf

E. If this contract or the combination of all other contracts with the Contractor exceeds ten-thousand dollars ($10,000) over a twelve (12) month period, the Contractor agrees to allow federal government access to the contracts and books, documents, and records needed to verify the Contractor's and/or subcontractor's costs.

F. The Contractor must comply with any direction from OhioMHAS to preserve documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

IX. RELATED AGREEMENTS

A. All Work is to be performed by Contractor, who may subcontract without OhioMHAS’s approval for the purchase of articles, supplies, components, or special mechanical services that do not involve the type of work or services described in Exhibit 1, Scope of Work, but which are required for satisfactory completion of the Work.

1. Contractor shall not enter into subcontracts related to the Scope of Work without prior written approval by OhioMHAS. All work subcontracted shall be at Contractor’s expense.

2. Contractor shall furnish to OhioMHAS a list of all subcontractors; their addresses; tax identification numbers; current licensure, certification, or accreditation, incuding any renewal or re-issuance thereof; and the dollar amount of each subcontract.

B. Contractor shall bind its subcontractors to the terms of this Agreement, so far as applicable to the work of the subcontractor, and shall not agree to any provision which seeks to bind OhioMHAS to terms inconsistent with, or at variance from, this Agreement.

C. Contractor warrants that it has not entered into, nor shall it enter into, other agreements, without prior written approval of OhioMHAS, to perform substantially identical work for the State of Ohio such that the Work duplicates the work called for by the other agreements.

X. RIGHTS IN DATA AND COPYRIGHTS/PUBLIC USE

A. OhioMHAS shall have unrestricted authority to reproduce, distribute and use (in whole or in part) any reports, data or materials prepared by Contractor pursuant to this Agreement. No such documents or other materials produced (in whole or in part) with funds provided to Contractor by OhioMHAS shall be subject to copyright by Contractor in the United States or any other country.

B. Contractor agrees that all original works created under this Agreement shall be made freely available to the general public to the extent permitted or required by law until and unless specified otherwise by OhioMHAS. Any requests for distribution received by Contractor shall be promptly referred to OhioMHAS.

XI. CONFIDENTIALITY

A. Contractor shall not discuss or disclose any information or material obtained pursuant to its obligations under this Agreement without the prior written consent of OhioMHAS.

B. If applicable, the Contractor agrees to execute the OhioMHAS business associate and/or qualified service organization agreement, or acknowledge receipt of HIPAA/42 CFR Part 2 training by executing the OhioMHAS Assurance of Preservation of the Confidentiality and Security of Protected Health Information prior to accessing any PHI or PII relating to services rendered under this contract.

C. The Contractor agrees not to use advertising, news releases, sales promotions, or other publicity matters relating to any product or service furnished by the Contractor wherein OhioMHAS’s name is mentioned, or language used from which a connection with OhioMHAS may be reasonably inferred, without the prior, written consent of OhioMHAS.

XII. CONTRACT REMEDIES

A. The Contractor is liable to OhioMHAS for all actual and direct damages caused by Contractor's default. OhioMHAS may buy substitute services from a third party for those that were to be provided by the Contractor. OhioMHAS may recover from the Contractor the costs associated with acquiring substitute services, less any expenses or costs saved by the Contractor's default.

B. If actual or direct damages are uncertain or difficult to determine, OhioMHAS may recover liquidated damages in the amount of one (1) percent of the value of the deliverable that is the subject of the default, for every day that the default is not cured by the Contractor.

XIII. LIABILITY

A. To the extent permitted by law, Contractor agrees to indemnify and to hold OhioMHAS and the State of Ohio harmless and immune from any and all claims for injury or damages arising from this Agreement which are attributable to Contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third party agents or joint venturers while acting under this Agreement. Such claims shall 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.

B. OhioMHAS's liability for damages, whether in contract or in tort, shall not exceed the total amount of compensation payable to the Contractor under this contract. In addition, to the extent permitted by law, the Contractor agrees that OhioMHAS and the State of Ohio and any funding source for this contract are held harmless and immune from any and all claims for injury or damages arising from this contract which are attributable to the Contractor's own actions or omissions or those of its trustee, officers, employees, subcontractors, suppliers, and other third parties while acting under this contract. Such claims shall 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. To the extent permitted by law, Contractor agrees to bear all costs associated with defending against any such claims or legal actions when requested by OhioMHAS or the State to do so.

C. To the extent permitted by law, Contractor shall bear all costs associated with defending OhioMHAS and the State of Ohio against any such claims.

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

XIV. ANTITRUST ASSIGNMENT

A. Contractor assigns to OhioMHAS all State and Federal antitrust claims and causes of action that relate to all goods and services provided for in this Agreement. Additionally, the State of Ohio will not pay excess charges resulting from antitrust violations by Contractor's suppliers and subcontractors.

XV. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

A. COMPLIANCE WITH LAWS. Contractor, in the execution of its duties and obligations under this Agreement, agrees to comply with all applicable federal, state and local laws, rules, regulations and ordinances.

B. DRUG FREE WORKPLACE. Contractor agrees to comply with all applicable federal, state and local laws regarding smoke-free and drug-free work places and shall make a good faith effort to ensure that none of its employees or permitted subcontractors engaged in the Work purchase, transfer, use or possess illegal drugs or alcohol, or abuse prescription drugs in any way.

C. DISTRACTED DRIVING. Contractor agrees to refrain from any activities that may result in distracted driving, either when operating a state owned vehicle or operating a personally-owned vehicle while conducting business pursuant to this agreement.

D. NONDISCRIMINATION OF EMPLOYMENT. Pursuant to R.C. 125.111, OhioMHAS policy, and applicable Exectuive Orders Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor, shall not discriminate, by reason of race, color, religion, gender, gender identity or expression, sexual orientation, age, disability, military status, national origin, or ancestry, status as a parent during pregnancy and immediately after the birth of a child, status as a parent of a young child, status as a foster parent, or genetic information against any citizen of this state in the employment of any person qualified and available to perform the Work. Contractor further agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of the Work on account of race, color, religion, gender, gender identity or expression, sexual orientation, age, disability, military status, national origin, or ancestry, status as a parent during pregnancy and immediately after the birth of a child, status as a parent of a young child, status as a foster parent, or genetic information.

E. AFFIRMATIVE ACTION PROGRAM. Contractor represents that it has a written affirmative action program for the employment and effective utilization of economically disadvantaged persons pursuant to R.C. 125.111(B) and has filed an Affirmative Action Program Verification form with the Equal Employment Opportunity and Affirmative Action Unit of the Department of Administrative Services.

F. CONFLICTS OF INTEREST.

No personnel of Contractor who exercise any functions or responsibilities in connection with the review or approval of this Agreement or carrying out of any of the Work shall, prior to the completion of the Work, voluntarily acquire any personal interest, direct or indirect, which is incompatible or in conflict with the discharge and fulfillment of his or her functions and responsibilities with respect to the carrying out of the Work.