ODRC Key System DRCB-25-3327.pdf

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DRCB-25-3327

The Ohio Department of Rehabilitation and Correction, is requesting proposals for:

ODRC Key System Project DRCB-25-3327

ITB ISSUED: 05/13/25

INQUIRY PERIOD BEGINS: 05/13/25

INQUIRY PERIOD ENDS: 05/27/25

BID DUE DATE: 05/28/25

Bids received after the due date and time will not be evaluated.

OHIOBUYS

STATE OF OHIO ONLINE PURCHASING SOLUTION. OhioBuys provides the primary platform for Supplier partners to engage in procurement activities with the State of Ohio. For additional information on submitting proposals see the

“Viewing and Responding to Solicitations” Learner Guide or the “Viewing and Responding to Solicitations” Supplier

Training Video linked below.

Learner Guide https://das.ohio.gov/Portals/0/DASDivisions/GeneralServices/Procurment/pdf/S-

LG.2%20Ohio%20Buys%20Viewing%20and%20Responding%20to%20Solicitations%20LG%20v1.9.pdf?ver=D89k3Z2q

EVzArAN9EzaVdQ%3d%3d

Viewing and Responding to Solicitations https://www.youtube.com/watch?v=K6iE32BUMJ0&feature=youtu.be

INQUIRIES. Offerors may make inquiries regarding this ITB any time during the inquiry period listed in the Calendar of

Events. To make an inquiry, Offerors must login to OhioBuys, navigate to the solicitation, open the Inquiry tab and submit their inquiry.

Offerors will not receive a personalized e-mail response to their question, nor will they receive notification when the question has been answered.

Offerors may view inquiries and responses on the OhioBuys Public Solicitations page by opening the Solicitation Overview and navigating to the inquiries section of that page. ODRC will try to respond to all inquiries within 48 hours of receipt, excluding weekends and State holidays. ORDC will not respond to any inquiries received after 4:00 pm. on the inquiry end date.

INVITATION TO BID

http://www.youtube.com/watch?v=K6iE32BUMJ0&feature=youtu.be http://www.youtube.com/watch?v=K6iE32BUMJ0&feature=youtu.be

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PURPOSE. The Ohio Department of Rehabilitation and Correction (ODRC), is soliciting competitive sealed bids for ODRC

Key System Project and this ITB is the result of that request. If a suitable offer is made in response to this ITB, the

State of Ohio (State), through ODRC, may enter into a contract (the Contract) to have the selected Offeror (the

Contractor) perform all or part of the Project (the Work). This ITB provides details on what is required to submit a bid for the Work, how the State will evaluate the Bids, and what will be required of the Contractor in performing the Work.

This ITB also gives the estimated dates for the various events in the submission process, selection process, and performance of the Work. While these dates are subject to change, prospective Offerors must be prepared to meet them as they currently stand.

Once awarded, the term of the Contract will be from the award date through June 30, 2025. Any further renewals will be by mutual agreement between the Contractor and ODRC for any number of times and for any period of time. The cumulative time of all mutual renewals may not exceed four (4) years and are subject to and contingent upon the discretionary decision of the Ohio General Assembly to appropriate funds for this Contract in each new biennium. ODRC may renew all or part of this Contract subject to the satisfactory performance of the Contractor and the needs of the

Agency.

Any failure to meet a deadline in the submission or evaluation phases and any objection to the dates for performance of the Project may result in ODRC refusing to consider the Proposal of the Offeror.

BACKGROUND. ODRC was established under House Bill 494. Its responsibilities are defined in ORC 5120. ODRC is the largest agency in the State of Ohio with operations throughout the State and is the fifth largest prison system in the nation, consisting of twenty-five (25) state-administered adult correctional institutions and three (3) privately-operated institutions.

The current ODRC population is approximately 45,000. The institutions vary in level of security and include corrections reception centers, correctional camps, and pre-release centers. A major component of ODRC is the Adult Parole Authority

(APA) which is responsible for the release and supervision of adult felony offenders returning to local communities from prison, as well as assisting Courts of Common Pleas with supervision duties for felony offenders. The APA was created in 1965 and is responsible for the duties addressed in Chapter 5149 of the Ohio Revised Code. The APA is comprised of the Parole Board and Field Services.

The mission of ODRC is to reduce recidivism among those we touch. The values of the agency are aligned to support the mission of the agency. The values of the agency are as follows: (1) Take care of our staff; they will transform our offenders

(2) One team-one purpose (3) Civility towards all and (4) Hope is job one.

Final responsibility for operation of the Department rests with the Governor who appoints the Director. The Department's

Director serves at the pleasure of the Governor. The Director has full power and authority in the supervision and control of the Department's affairs and is its chief administrative officer.

The ODRC desires effective, positive outcomes both inside the prison and as restored citizens on the outside.

PROGRAM OVERVIEW.

Contractor will provide all the key system parts listed. Parts are for various institutions.

SCOPE OF WORK AND/OR DELIVERABLES

Parts List

Part # Description Quan Location

KW-8049 KW ILL, 6 MOD ADD ON CABINET 24 ORW

KW-8038 MODULE, 8 KEYS 6 ORW

KW-8039 MODULE, 16 KEYS 24 ORW

KW-8143 Power Supply 2 NCO

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KW-8234-1 Cord 36" 2578-001 2 NCO

KW8264-3 Cable 85" 3 NCO

KW-8243-2 Cable 54" 2 NCO

KW-8253-3 PCB Power MGMT, SMD 1 NCO

KW-8072 KW TOUCH, 6 MOD MAIN CABINET 1 GCI

KW-8039 MODULE, 16 KEYS 22 GCI

KW-8078 KW TOUCH, 6 MOD ADD ON CABINET 3 GCI

KW-8040 MODULE, 6 KEYS 1 GCI

KW-8489 MODULE, BLANK 1 GCI

KW-8208 READER, PROXIMITY, HID COMP 1 GCI

KW-8619 LICENSE, NON-RANDOM RETURN 1 GCI

KW-8618 REMOTE SETUP & CONFIGURATION 1 GCI

KW-8082 SOFTWARE, TRUETOUCH 1 GCI

PC-16 Yellow Smart Key 360 GCI

KW-8631-6 BOX, REMOTE, DUAL 35' KW TOUCH, Mounted on Box 1 GCI

KW-8072 KW TOUCH, 6 MOD MAIN CABINET 1 NEPRC

KW-8039 MODULE, 16 KEYS 8 NEPRC

KW-8078 KW TOUCH, 6 MOD ADD ON CABINET 1 NEPRC

KW-8038 MODULE, 8 KEYS 3 NEPRC

KW-8489 MODULE, BLANK 1 NEPRC

KW-8100 SMARTKEY, TAMPER PROOF - Spec color 155 NEPRC

KW-8618 REMOTE SETUP & CONFIGURATION 1 NEPRC

KW-8082 SOFTWARE, TRUETOUCH 1 NEPRC

KW-8582-4 UPGRADE, ILL TOUCH 1 MCI

KW-8631-6 REMOTE BOX DUAL 35' KW TOUCH 1 MCI

KW-5208 READER, PROXIMITY, HID COMP Mount on box 25" 1 MCI

KW-8619 LICENSE NON RANDOM RETURN 1 MCI

KW-8083 LICENSE MULTI USER 1 MCI

KW-8072 KW TOUCH, 6 MOD CABINET 1 MaCI

KW-8039 16 KEY MODULE 18 MaCI

KW-8078 KW TOUCH, 6 MOD ADD ONCABINET 2 MaCI

KW-8100 SMART KEY TAMPERPROOF - NEED COLOR SPEC 290 MaCI

KW-8208 READER PROXIMITY HID COMP MOUNT ON BOX 1 MaCI

KW-8619 LICENCE NON RANDOM RETURN 1 MaCI

KW-8618 REMOTE SET UP AND CONFIGURATION 1 MaCI

KW-8082 SOFTWARE TRUETOUCH 1 MaCI

KW-8631-1 BOX REMOTE KWT UP TO 10" W/SYSTEM 1 MaCI

KW-8782-1 CARD READER RELAY OUTPUT 1 MaCI

KW-8670 READER SMARTKEY KW TOUCH 1 MaCI

KW-8100 SMART KEY TAMPER PROOF BLACK 100 WCI

Price is all inclusive. Provide cost breakdown with bid.

Price must include shipping and be delivered by 6/30/2025

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BACKGROUND CHECKS

A Background check (LEADS) shall be completed on any individual contractor and may be conducted on anyone coming into a correctional facility to provide supplies or services, prior to the contracted services being performed. Information obtained from the background check shall be used to determine whether a contract may be awarded. ODRC will consider all aspects of an individual's record and will give consideration to individuals with a criminal record.The cost of the investigation will be the responsibility of the ODRC. Staff names shall be provided by the awarded Contractor to ODRC within one week of contract award.

Awarded personnel must comply with current, and future state, federal and local laws, court orders, administrative regulation, administrative directives, and policies and procedures of the ODRC and its respective institutions. DRC policies can be viewed at: http://www.drc.ohio.gov/web/drc_policies/drc_policies.htm.

INVITATION TO BID INSTRUCTIONS

Instructions, Terms and Conditions for Bidding that apply to the solicitation are attached.

SPECIAL INSTRUCTIONS TO BIDDERS

Institutional Adresses

Warren Correctional Institution 5787 State Route 63 Lebanon, OH 45036

Noble Correctional Institution 15708 McConnelsville Rd Caldwell OH 43724

Grafton Correctional Inst GRCI 2500 S Avon Belden Rd. Grafton, OH 44044

Northeast Pre Release Center 2675 East 30th St Cleveland, OH 44115

Marion Correctional Institution MCI 940 Marion Williamsport Rd, Marion, OH 43302

Madison Correctional Institution MaCI 1851 State Rt 56 London, OH 43140

DESCRIPTIVE LITERATURE

The Bidder may be required to submit descriptive literature of the supplies or services being offered. If requested, the literature will be used in the evaluation process to determine the lowest responsive and responsible bidder. If not provided as part of the bid response, the Bidder must provide said literature within seven (7) calendar days after request/notification by the Office of Procurement Services to do so. Failure of the bidder to furnish descriptive literature either as part of their bid response or within the time specified herein will deem the bidder not responsive.

CONTRACT AWARD [revised as needed]

The contract will be awarded to the lowest responsive and responsible bidders. The estimated cost will be determined by multiplying the unit cost by the estimated usage listed in the bid and then adding each of the totals together to arrive at a http://www.drc.ohio.gov/web/drc_policies/drc_policies.htm

5 | P a g e total for all items. Failure to bid on all items may result in the bidder being deemed not responsive. However, at the discretion of ODRC, the contract may be awarded to multiple contractors in the order of lowest responsive and responsible.

EVALUATION

Bids will be evaluated in accordance with Article I-15 of the “Instructions to Bidders.”

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COST SUMMARY

ODRC Key System Project - DRCB-25-3327

DESCRIPTION

Quantity

Unit

Total Cost

Parts for ORW 1 Amount

Parts for NCI 1 Amount

Parts for GCI 1 Amount

Parts for NEPRC 1 Amount

Parts for MCI 1 Amount

Parts for MaCI 1 Amount $

Grand Total

Notes: Shipping must be included in cost. Please provide cost breakdown with bid.

1. All costs, including travel, should be included in the rates above

2. Offerors shall include a comprehensive cost analysis or cost narrative; this narrative must include all ancillary costs.

All costs for furnishing the services must be included in the Cost Proposal as specified.

Fiscal Year 2025 equals July1, 2024 through June 30, 2025

All costs must be in U.S. Dollars.

The State will not be responsible for any costs not identified.

There will be no additional reimbursement for travel or other related expenses.

STANDARD CONTRACT - TERMS AND CONDITIONS

(Terms and Conditions for Entities Under State of Ohio May Differ)

A. INSTITUTIONAL SECURITY REQUIREMENTS. Due to institutional security requirements, available hours to perform services or render supplies may be limited. The Contractor and Agency staff will negotiate a mutually agreeable schedule to provide services/render supplies. The Contractor recognizes the security requirements for entering a correctional institution and acknowledges receipt of the “Standards of Conduct for Contractors”. By signing this Contract, the Contractor agrees to comply with these standards and with safety rules and procedures.

B. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. It is fully understood and agreed that Contractor is an independent contractor and is not an agent, servant, or employee of the Agency or the State of Ohio. Contractor 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

7 | P a g e or other tax liabilities. Additionally, Contractor understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the Agency or the State of Ohio to any public employee retirement system.

Contractor acknowledges and agrees any individual providing services or rendering supplies under this Contract is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Contractor is a “business entity” as that term is defined

8 | P a g e 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”) Contractor shall have any individual performing services or rendering supplies under the Contract complete and submit to the Ordering Agency the

Independent Contractor/Worker Acknowledgement form.

Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement prior to commencement of the work, service or deliverable, provided under this Contract, shall serve as Contractor’s certification that Contractor is a

“Business entity” as the term is defined in Section 145.037 of the Ohio Revised Code.

C. CONTRACTOR TRAINING: If applicable, Agency shall provide Contractor the necessary orientation and a copy of the relevant Agency’s policies and procedures by which Contractor is expected to abide while on Agency premises.

D. APPROPRIATION OF FUNDS. The Agency’s funds and validity of this Contract are contingent upon the availability of lawful appropriations by the Ohio General Assembly. If the General Assembly fails at any time to continue funding for the payments or any other obligations due by the Agency under this Contract, the Agency will be released from its obligations on the date funding expires. If appropriations are approved, the Agency may continue this Contract past the current biennium by issuing written notice of continuation to the Contractor. Any obligations of the Agency are subject to Section 126.07 of the Ohio

Revised Code.

E. CONFLICT OF INTEREST/ETHICS. Contractor 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. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws.

F. AMENDMENTS. No change to any provision of this Contract will be effective unless it is in writing and signed by both parties.

Notwithstanding the foregoing, the Agency may reduce nonmaterial changes to writing and provide notice to the Contractor.

G. 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.

H. COMPLIANCE WITH LAW. The Contractor must comply throughout the duration of the Contract with all applicable federal, state, local laws and Executive Orders while performing under this Contract. This shall include maintaining all business permits and licenses of any kind necessary to its business or to this contract. Contractor’s failure to maintain required licensure is a breach of Contract.

I. REGISTRATION WITH THE SECRETARY OF STATE. Contractor certifies that it is either: 1. A company that is properly registered with the Ohio Secretary of State; or 2. 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 registration requirements of the Ohio Secretary of State.

J. EQUAL EMPLOYMENT OPPORTUNITY. The Contractor 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 Ohio Department of Development, Minority Business Development Division.

K. RIGHTS IN DATA. Agency 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 Contract. No such documents or other materials produced (in whole or in part) with funds provided to Contractor by Agency shall be subject to copyright by Contractor in the United States or any other country. Contractor agrees that all deliverables hereunder shall be made freely available to the general public to the extent permitted or required by law.

L. INVOICE REQUIREMENTS. The Contractor or dealer, authorized to submit invoices, must submit an original invoice to the office designated in the purchase order. The Contractor will only be compensated for the Deliverables accepted by the Agency.

To be a proper invoice, the invoice must include the following: 1. The purchase order number authorizing the delivery of supplies or services; 2. Agency Contract Number (if used); 3. Agency Name; 4. Agency Billing Address; 5. Delivery location of supplies or services; 6. Contractor Name; 7. Contractor Address; 8. Contractor’s Unique Invoice Number; 9. Date that services were provided or that supplies were delivered; 10. Itemization of supplies or services provided, including cost; 11. For leases, the invoice must also include the payment number (e.g., 1 of 36); 12. For time and material Contracts, the invoice must reflect labor hours actually worked and, if applicable, supplies used; and; 13. Clear statement of total payment expected.

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M. PAYMENT DUE DATE AND PROCESS. 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 the Agency will be considered the date payment is made. Payment of an invoice by the Agency will not prejudice the Agency’s right to object to or question that or any other invoice or matter in relation thereto. The Agency’s preferred method of payment is by electronic funds transfer. However, the Ordering Agency may also make payment by State of Ohio payment card or by warrant issued by the Auditor of State. At the time of Contract award, Contractor must be able to accept all forms of payment from the State and Agency.

N. GENERAL REPRESENTATIONS AND WARRANTIES. The Contractor warrants that: 1. The recommendations, guidance, and performance of the Contractor under this Contract will be in accordance with the industry’s professional standards, the requirements of this Contract and without any material defect. 2. No Deliverable will infringe on the intellectual property rights of any third party. 3. All warranties are in accordance with the Contractor’s standard business practices. 4. The Deliverables are merchantable and 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 Deliverables comply with all governmental, environmental and safety standards. 6. The Contractor has the right to enter into this Contract. 7. The Contractor has not entered into any other contracts or employment relationships that restrict the Contractor’s ability to perform under this Contract. 8. The Contractor will observe and abide by all applicable laws and regulations, including those of the Agency regarding conduct on any premises under the State of Ohio’s control. 9. The Contractor has good and marketable title to any Deliverable delivered under this

Contract for which title passes to the Agency. 10. The Contractor has the right and ability to grant the license granted in any

Deliverable for which title does not pass to the Agency. If any work of the Contractor or any Deliverable fails to comply with these warranties, and the Contractor is so notified in writing, the Contractor will correct such failure in a commercially reasonable time or as specified in the Contract. If the Contractor fails to comply, the Contractor will refund the amount paid for the

Deliverable. The Contractor will also indemnify the Agency and the State of Ohio for any direct damages and claims by third parties based on breach of these warranties. Any other express warranties offered by the Contractor shall be a minimum of one year or the Contractor’s standard warranty whichever is longer.

O. INDEMNITY. The Contractor shall indemnify the Agency for any and all claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities including, but not limited to, bodily injury to any person (including injury resulting in death) or damage to property, that may arise out of, or are related to, the Contractor’s performance under this Contract, providing such is due to the negligence or other tortious conduct of the Contractor, the Contractor’s employees, agents, or subcontractors. The

Contractor must also indemnify the Agency against any claim of infringement of a copyright, patent, trade secret, or similar intellectual property right based on the Agency’s proper use of any Deliverable under this Contract. This obligation of indemnification will not apply where the Agency 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 Contractor reasonably believes that an infringement claim that is pending may actually succeed, the Contractor must take one (1) of the following four (4) actions: 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 Agency to use the infringing Deliverable as intended; or 4. Remove the infringing Deliverable and refund the fee the Agency paid for such Deliverable and any other affected Deliverable.

P. The Agency agrees to give the Contractor notice of any such claim as soon as reasonably practicable and to give the Contractor the authority to settle or otherwise defend any such claim upon consultation with and approval by the Office of the Ohio Attorney

General.

Q. CONTRACT REMEDIES. 1. Actual Damages. The Contractor is liable to the Agency for all actual and direct damages caused by the Contractor’s default. The Agency may self-perform or buy substitute Deliverables from a third party for those that were to be provided by the Contractor. The Agency may recover the costs associated with acquiring substitute Deliverables, less any expenses or costs avoided by the Contractor’s default.; 2. Liquidated Damages. If actual and direct damages are uncertain or difficult to determine, the Agency 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 Contractor; 3. Deduction of Damages from Contract Price. The Agency may withhold payment and deduct all or any part of the damages resulting from the Contractor’s default from any part of the Contractor’s compensation still due on the Contract; 4. Suspension of Contracting Rights. Any Contractor that fails to perform on a contract may be held liable for damages incurred by Agency. In addition, a Contractor who breaches a contract or fails to perform on a contract may be precluded from being awarded any subsequent contract for the same or similar service for up to two (2) years after the termination of this contract, for cause, by Agency; 5. Limitation of Liability. Notwithstanding any limitation provisions contained in the documents and materials incorporated by reference into this Contract, the parties agree as follows: (a) Neither party will be liable for any indirect, incidental or consequential loss or damage of any kind including but not limited to lost profits, even if the parties have been advised, knew, or should have known of the possibility of damages. (b) The Contractor further agrees that the Contractor shall be liable for all direct damages due to the fault or negligence of the Contractor.

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R. WORKERS’ COMPENSATION. Workers’ compensation insurance, as required by Ohio law or the laws of any other state where work under this Contract will be done, shall be maintained. Contractor shall furnish proof of coverage by providing a copy of their Ohio Bureau of Workers’ Compensation certificate. The Contractor will also maintain employer’s liability insurance with at least a $1,000,000.00 limit.

S. AUTOMOBILE AND GENERAL LIABILITY INSURANCE. During the term of the Contract and any renewal thereto, the

Contractor, and any agent of the Contractor, at its sole cost and expense shall maintain a policy of Automobile Liability Insurance in accordance with the State and Federal laws, unless otherwise stated. In addition, Contractor shall carry Commercial General

Liability Insurance coverage with a $1,000,000 annual aggregate and a $500,000 per occurrence limit for bodily injury, personal injury, wrongful death and property damage. The defense cost shall be outside the policy limits. Such policy shall designate the

Ohio Department of Rehabilitation as an Additional Insured, as its interest may appear. The policy shall also be endorsed to include a blanket waiver of subrogation and a statement that the Contractor’s commercial general liability insurance shall be primary over any other coverage. Umbrella/excess liability insurance may be used to meet the required limits and the coverage must follow form. The Agency reserves the right to approve all policy deductibles and levels of self-insured retention-captive insurance programs and may require the Contractor to have their policy(ies) endorsed to reflect per project / per location general aggregate limits.

T. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, the Agency is exempt from sales tax.

U. TRAVEL. Any travel that the Contractor requires to perform its obligations under this Contract will be at the Contractor’s expense. The Agency will pay for any additional travel that it requests only with prior written approval. The Agency will pay for all additional travel expenses that it requests in accordance with Section 126.31 of the Ohio Revised Code and Rule 126-1-

02 of the Ohio Administrative Code.

V. CONFIDENTIALITY. The Contractor may learn of information, documents, data, records, or other material that is confidential in the performance of this Contract. The Contractor may not disclose any information obtained by the Contractor as a result of this Contract, without the written permission of the Agency. The Contractor must assume that all Agency information, documents, data, source codes, software, models, know-how, trade secrets, or other material is confidential. In addition, the

Contractor may not disclose any documents or records excluded by Ohio law from public records disclosure requirements.

W. FORCE MAJEURE. The term “force majeure” means without limitation: acts of God; such as epidemics; lightning;

earthquakes; fires; storms; hurricanes; tornadoes; floods; washouts; droughts; any other severe weather; explosions; restrain of government and people; war; strikes; and other like events; or any cause that could not be reasonably foreseen in the exercise of ordinary care, and that is beyond the reasonable control of the party. If the Agency or Contractor is unable to perform any part of its obligations under this Contract by reason of force majeure, the party will be excused from its obligations to the extent that its performance is prevented by force majeure, for the duration of the event. In order to exercise this clause, the party must provide prompt written notice of the alleged event and detail the proposed remedy or revised performance date.

X. DRUG FREE WORKPLACE. The Contractor 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 Contractor employees, while working on Agency property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

Y. ELECTIONS LAW. Unless this Contract was solicited by competitive bid pursuant to Section 125.07 of the Ohio Revised

Code, Contractor hereby certifies that all applicable parties are in full compliance with Section 3517.13 of the Ohio Revised

Code.

Z. ASSIGNMENT / DELEGATION. The Contractor must not assign any of its rights nor delegate any of its duties under this

Contract without written consent of the Agency. Any assignment or delegation not consented to may be deemed void by the

Agency.

AA. 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.

BB. SUBCONTRACTING. The Agency recognizes that it may be necessary for the Contractor to use a subcontractor to perform a portion of the work under the Contract. In those circumstances, the Contractor shall submit a list identifying the Contractor’s subcontractors. The Contractor may not enter into subcontracts related to the Contract after award without written approval from the Agency. If any change occurs during the term of the Contract, that requires a change to identified subcontractors, the

Contractor shall amend its list of subcontractors and request written approval from the Agency. The Agency reserves the right to reject any subcontractor submitted by the Contractor.

All subcontracts will be at the sole expense of the Contractor and the Contractor will be solely responsible for payment of its subcontractors. The Contractor assumes responsibility for all sub-contracting and third-party manufacturer work performed

11 | P a g e under the Contract. In addition, all subcontractors agree to be bound by all of the Terms and Conditions and specifications of the Contract. The Contractor will be the sole point of contact with regard to all contractual matters.

CC. SURVIVORSHIP. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, warranties and limitations on damages shall survive the termination of this Contract.

DD. 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.

EE. 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.

FF. CONTRACTOR’S WARRANTY AGAINST AN UNRESOLVED FINDING FOR RECOVERY AND DEBARMENT.

The Contractor warrants that it is not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised

Code or debarred from consideration for contract awards by any governmental agency. If either warranty is false on the date the parties signed this Contract, the Contract is void ab initio and the Contractor shall immediately repay any funds paid under this

Contract.

GG. ORDER OF PRIORITY. Unless otherwise stated elsewhere in this Contract, if there is any inconsistency or conflict between this Contract and any provision incorporated by reference by the Contractor or any exhibit hereto, this Contract shall prevail.

HH. PUBLIC RECORDS AND RETENTION OF DOCUMENTS AND INFORMATION. The Contractor 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 Contractor understands that these records will be made freely available to the public unless the Agency determines that, pursuant to state or federal law, such materials are confidential or otherwise exempt from disclosure. The Contractor must comply with any direction from the Agency or the State of Ohio 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.

II. DATA AND IT SAFETY & SECURITY. When using or possessing Agency data or accessing Agency networks and systems, the Contractor, its employees, subcontractors and agents must comply with all applicable Agency rules, policies, and regulations regarding Agency-provided IT resources, data security and integrity. When on any property owned or controlled by the Agency, the Contractor must comply with all security and safety rules, regulations, and policies applicable to people on those premises.

JJ. PRISON RAPE ELIMINATION ACT (PREA). If this Contract is for residential services, the contractor shall comply with all Federal PREA standards per the National PREA Resource Center.

KK. BACKGROUND CHECKS. A Background check (LEADS) shall be completed on any individual contractor and may be conducted on anyone coming into a correctional facility to provide supplies or services, prior to the contracted services being performed. Information obtained from the background check shall be used to determine whether a contract may be awarded.

LL. EXPENDITURE OF PUBLIC FUNDS ON OFFSHORE SERVICES. The Contractor affirms it has read, understands, and agrees to abide by Executive Order 2019-12D and affirms no services pursuant to this Contract will be provided from outside of the United States to include services of subcontractors in performance of this Contract. Notwithstanding any other terms of this Contract, the Agency reserves the right to recover any funds paid for services the Contractor performs outside of the United

States for which it did not receive a waiver. The Agency does not waive any other rights and remedies provided the Agency in the Contract. During the performance of this Contract, the Contractor agrees to: 1. disclose the location(s) where all services will be performed by any contractor or subcontractor; 2. disclose the locations(s) where any Agency data associated with any of the services they are providing, or seek to provide, will be accessed, tested, maintained, backed-up or stored; 3. disclose any shift in the location of any services being provided by the contractor or any subcontractor; and 4. disclose the principal location of business for the contractor and all subcontractors who are supplying services to the Agency under the Contract.

SECTION V: TERMINATION

A. This Contract may be terminated before its expiration date in any of the following manners: 1. by the parties upon mutual written agreement; 2. by Agency with 30-day written notice without cause; 3. by either party with written notice of performance failure;

or 4. by Agency without notice if the Contractor, subcontractor and/or any individuals employed by the Contractor violates the law or otherwise compromises the security and safety of the work site.

The Agency, in its sole discretion, may provide written notice to Contractor of a breach and permit the Contractor to cure the breach. Such cure period shall be no longer than 21 calendar days. During the cure period, the Agency may buy substitute

12 | P a g e services/supplies from a third party and recover from the Contractor any costs associated with acquiring those substitute services/supplies.

B. Notwithstanding the Agency permitting a period of time to cure the breach or the Contractor’s cure of the breach, the Agency does not waive any of its rights and remedies provided the Agency in this Contract, costs associated with corrective action, or liquidated damages.