ODMR 2425-0006 EQRO Attachment G - Acknow., Exceptions, and Assumptions.pdf

Attachment G: Acknowledgements, Exceptions, and Assumptions

ODMR 2425-0006

Instructions

The Offeror must review Attachment G – Acknowledgements, Exceptions, and Assumptions, signing each of the four (4) provided signature blocks to note the Offeror’s acknowledgment and intent of compliance.

The Offeror must identify any exceptions to the Terms and Conditions. If exceptions are not noted in this Attachment G but raised during Contract negotiations, ODM reserves the right to cancel the negotiation if, at its sole discretion, it deems that to be in the best interests of ODM.

RFP and Acknowledgements, Exceptions, and Assumptions

RFP and Contract Terms and Conditions consist of provisions throughout the RFP package.

Moreover, these provisions encapsulate instructions, State procedures, and ODM’s expectations of Offerors when submitting a Proposal. Offerors must understand and strictly adhere to the RFP and Contract Terms and Conditions. Failure to follow any instructions within this RFP may, at ODM’s sole discretion, result in the disqualification of the Offeror’s Proposal.

Please provide an authorized signature stipulating the Offeror’s acknowledgment, understanding, and acceptance of these RFP and Contract Terms and Conditions.

Printed Name / Signature of Authorized Personnel Date

State Customary Terms and Conditions

By entering a Contract with ODM as a result of this RFP, the Contractor agrees to be bound by terms in the following documents:

• RFP: ODMR 2425-0006

• Attachment A: Required Offeror Information

• Attachment B: Technical Proposal Score Sheet

• Attachment C: Cost Proposal Form

• Attachment D: ODM Model Contract

• Attachment E: Supplement A: State IT Policy, Standard and Service Requirements

• Attachment F: Data Security & Privacy Terms

• Attachment G: Acknowledgements, Exceptions, and Assumptions

• Attachment H: Cost Point Calculation

Please provide a signature stipulating the Offeror’s acknowledgment and complete review of these documents.

If the Offeror is not taking exceptions to any of ODM Customary Terms and Conditions, provide a binding signature stipulating the Offeror’s acceptance of these documents.

Prohibitive Terms

The following items are Prohibitive Terms. The Offeror’s Proposal must not contain any language that would require ODM to waive or bypass any rights that are duly owed to ODM.

Please be advised, the Offeror must agree to comply with the prohibitive terms listed below and provide its acceptance of these items in order to move forward with consideration under this RFP.

• In no event will ODM agree to terms which:

o Require indemnification by the State of the Contractor o Waive ODM’s right to a jury trial o Establish applicable law anywhere other than the State of Ohio, or jurisdiction in any venue other than the Ohio Court of Claims o Designate a governing law other than the laws of the State of Ohio o Constitute an implied or deemed a waiver of the immunities, defenses, rights, or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution o Limit the time within which an action may be brought o Require arbitration o Require the ability to defend a lawsuit without the approval of the Ohio Attorney General’s office o Pay attorney fees

Offerors who are not able to enter into a Contract under these conditions should not submit a bid.

Please provide an authorized signature stipulating the Offeror’s acknowledgment, understanding, and acceptance of the Prohibitive Terms and Documents stipulated in this section.

Pre-Existing Materials

The Offeror must list any Pre-Existing Materials it owns that will be included in a Deliverable if the Offeror wants a proprietary notice on copies that ODM distributes. The Contractor will retain ownership of all tools, methods, techniques, standards, and other development procedures, as well as generic and preexisting shells, subroutines, and similar material incorporated into any custom Deliverable (Pre-Existing Materials), if the Contractor provides ODM a worldwide, non-exclusive, royalty-free, perpetual license.

<Response>

Commercial and Proprietary Materials

The Offeror must list any Commercial and Proprietary Materials that the Offeror will deliver that are easily copied, such as Commercial Software, and in which ODM will have less than full ownership (Commercial Materials). Generally, these will be from third parties and readily available in the open market. The Offeror is not required to list patented parts of equipment since they are not readily copied.

<Response>

Exceptions

Offerors must indicate exceptions to any provision in this RFP package, including but not limited to ODM’s Terms and Conditions and the RFP Base document (exceptions.) Any exception must include an explanation for the Offeror’s inability to comply with such term or condition or item and, if applicable, alternative language the Offeror would find acceptable.

Rejection of ODM’s terms and conditions or provisions, in part or in whole, or without any explanation, may be cause for ODM’s rejection of an Offeror’s Proposal. If an exception is not noted in this response attachment but is raised during Contract negotiations, ODM reserves the right to cancel the negotiation, at its sole discretion, if it deems that to be in the best interests of ODM.

Instructions: Identify and explain any exception using the tables provided below, adding tables, as needed. If no changes are listed, the Offeror is indicating that no changes are proposed, and that the Offeror intends to accept the entire RFP package as written if the Offeror’s Proposal is selected. Mandatory contractual terms noted in Prohibitive Terms are non-negotiable. Please refer to State Customary Terms and Conditions in this Attachment G document for lists of contractual documents. For the following exceptions:

• The Offeror may add additional tables, as appropriate.

• Do not submit the Offeror’s Standard Terms and Contracting Provisions in lieu of stipulating exceptions below.

• Making revisions to State statutes and regulations is prohibited.

• ODM has no obligation to accept any exception(s).

Exception #1 – <Insert Title of Provision>

Document Title (Reference specific contractual document and section in which exception is taken)

Offeror’s Explanation (required for any rejection / exception)

Offeror’s Proposed Alternative Language (if applicable) Cross-reference to a specific section of Offeror’s terms if any provided as part of the RFP Response.

NOTES / COMMENTS: <FOR STATE USE ONLY>

Exception #2 – <Insert Title of Provision>

(Reference specific contractual document and section in which exception is taken)

Offeror’s Explanation (required for any rejection / exception)

Offeror’s Proposed Alternative Language (if applicable) Cross-reference to a specific section of Offeror’s terms if any

Exception #3 – <Insert Title of Provision>

(Reference specific contractual document and section in which exception is taken)

Offeror’s Explanation (required for any rejection / exception)

Offeror’s Proposed Alternative Language (if applicable) Cross-reference to a specific section of Offeror’s terms if any

Exception #4 – <Insert Title of Provision>

(Reference specific contractual document and section in which exception is taken)

Offeror’s Explanation (required for any rejection / exception)

Offeror’s Proposed Alternative Language (if applicable) Cross-reference to a specific section of Offeror’s terms if any

<Add additional tables, as needed>

Assumptions

Offerors must list all the assumptions made in preparing its Proposal. If any assumption is unacceptable to the State, the State may, at its sole discretion, request that the Offeror remove the assumption or choose to reject the Proposal. No assumptions may be included regarding the outcomes of negotiations, terms, and conditions, or requirements. Assumptions should include reference(s) to the section(s) of the RFP that the assumption applies to.

Document the assumptions related to this RFP in the table below. The Offeror may add additional rows, as needed.

Important: Offerors are NOT to change any of the pre-filled cell labels in the following tables below. The <Response> placeholder is used in the subsections below to indicate where the Offeror must provide its response for the specific subsections.

Item # Reference (RFP Artifact, Section, Page, Paragraph)

Description Rationale

1. <Response> <Response> <Response>

2.

3.