RFQ Wooster Office Security Maintenance.pdf

REQUEST FOR Quote (RFQ)

RFQ Number: OOD SRC0000019521

RFQ Title: Wooster Office Security Maintenance Repair

The Opportunities for Ohioans with Disabilities Agency (OOD) is requesting quotes for Wooster Office Security Maintenance Repair to replace a missing magnetic bathroom door contact piece, replace the faulty hard-wired panic button in the front office, and replace the main entrance card reader that doesn’t always have power.

All attachments and forms required in the posted opportunity MUST be submitted with quote. Quotes must be submitted electronically at https://OhioBuys.Ohio.gov/. Only electronic bids received by the RFQ response deadline will be accepted.

Mailed, emailed, or faxed responses will NOT be accepted.

Funding Background Information:

Programs provided by Opportunities for Ohioans with Disabilities (OOD) are funded, in whole or in part, with federal grants awarded by the U.S. Department of Education (DOE) or the U.S. Department of Health and Human Services (HHS). For purposes of the Vocational Rehabilitation (VR) Program, including Pre-Employment Transition Services (Pre-ETS), OOD received 78.7% of its funding through the DOE VR grant. In Federal fiscal year (FFY) 2023, OOD received $105,851,906 in federal funds. Funds appropriated by the State covered 21.3 % of the total costs, or $28,648,610. Of these federal funds, $15,877,786 is set aside for Pre-ETS.

For purposes of the Supported Employment (SE) Program, the DOE SE grant funded 90% of the costs for the Supported Employment for Youth with a Disability Program up to the grant amount and 100% of the costs of regular Supported Employment program costs up to the grant amount. In FFY 2023, OOD received $301,051 for SE Youth with a Disability, and State appropriated funds paid the remaining 10%, or $33,450 of the total costs. In FFY 2023, OOD received $301,051 in regular SE grant funds.

For purposes of the Independent Living Services for Older Individuals Who are Blind (OIB) Program, the federal grant received from DOE in FFY 2023 paid 90% of the total costs incurred under the program. In FFY 2023, OOD received $1,159,083 in federal grant funds. Funds appropriated by the State paid the 10% required match, or $128,787 of the total costs incurred under the OIB program. For purposes of the Independent Living (IL) Program, the federal grant received from HHS paid 90% of the total costs incurred in FFY 2023. In FFY 2023, OOD received $645,712 in federal grant funds. Funds appropriated by the State paid the 10% required match, or $71,746 of the total costs incurred under the IL Program.

https://ohiobuys.ohio.gov/

TABLE OF CONTENTS

SECTIONS

I. General Instructions and Information

II. Timeline Requirements

III. Background and Compliance Documentation

IV. Submission Requirements and Evaluation

EXHIBITS

• Exhibit A – Scope of Services and Additional Terms

• Exhibit B – OOD Agreement and Signature Page

ATTACHMENTS

• Attachment One – Standard Affirmation and Disclosure – Executive Order 2022-02D

• Attachment Two – Respondent Experience Summary Form

• Attachment Three – Certifications Statement

• Attachment Four – Declarations Statement

• Attachment Five – Explanation of OPERS Non-Member (Independent Contractor) Acknowledgment

(PEDACKN)

o Attachment Five-A – Non-Member Acknowledgment (PEDACKN) o Attachment Five-B – Statement of Non-Applicability of Non-Member Acknowledgment Form

All documents referenced above are included in this RFQ document. The Respondent is required to complete the Attachments within this RFQ and submit them in the corresponding question in the OhioBuys questionnaire, along with the other requested documentation.

SECTION I. GENERAL INSTRUCTIONS AND INFORMATION

General Notes

• Submission of questions or clarifications of the RFQ must be submitted as directed in Section I. – “General Instructions and Information”.

• The State is not responsible for the accuracy of any information regarding this RFQ that was gathered through a source different from the inquiry/clarification process described in Section I.

• There will be no exceptions to the RFQ Submission Deadline Date/Time regardless of the cause for delay.

• By submitting a response, the Respondent acknowledges that they have read this RFQ, understand it, and agree to be bound by its requirements.

• OOD reserves the right to contract with multiple Respondents.

Inquiries/Clarifications

• Respondents may make inquiries or seek clarifications regarding this RFQ any time during the inquiry period listed in Section II “Timeline Requirements.” To make an inquiry or seek clarification, Respondents must utilize OhioBuys which can be found at ohiobuys.ohio.gov

• Respondents 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.

• Respondents are to base their RFQ responses, and the details and costs of their proposed projects, on the requirements and performance expectations established in this RFQ for the future contract, not on details of any other potentially related contract or project.

• If Respondents ask questions about existing or past contracts using the inquiry process, OOD will use its discretion in deciding whether to provide answers as part of this RFQ process.

• Respondents who attempt to inquire or seek clarification verbally, electronically or by mail, will be directed in accordance with the method detailed above. No other form of communication is acceptable.

Use of any other form of communication or any attempt to communicate with OOD staff or any other agency of the State to discuss this RFQ may result in the Respondent being deemed not responsive.

• OOD will try to respond to all inquiries within 48 hours of receipt, excluding weekends and State holidays.

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

• OhioBuys provides the primary platform for Supplier Partners to engage in procurement activities with the State of Ohio. For additional information on accessing OhioBuys or OhioBuys Training, please visit https://procure.ohio.gov/bidders-and-suppliers https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2Fpage.aspx%2Fen%2Fbuy%2Fhomepage https://procure.ohio.gov/bidders-and-suppliers

• If you encounter an issue or have a question regarding OhioBuys, please contact the OBM Shared Services Help Desk via email at OBM.SharedServices@OBM.Ohio.Gov - Please use "OhioBuys" in the subject line or contact via phone at 614-338-4781 or 1-877-OHIOSS1 (1-877-644-6771).

RFQ Response Deadline and Requirements

• All RFQ responses must be received by the published submission deadline date and time.

• Each Respondent shall submit the completed RFQ response electronically at ohiobuys.ohio.gov. The response must include all documents requested via the OhioBuys solicitation. The acceptable delivery method for submission of RFQ responses is only via OhioBuys. Mailed, emailed, or faxed responses will NOT be accepted.

• OhioBuys will not allow any responses to be accepted after the deadline regardless of the cause for delay. The date and time stamp on the electronic submission in OhioBuys will be accepted as the official receipt time.

• OOD may refuse any RFQ response if the Respondent takes exception to the terms and conditions of this RFQ, fails to comply with the procedure for participating in the RFQ process, or the Respondent’s response fails to meet any requirement of this RFQ. OOD may also refuse any response that it believes is not in its best interest to accept and may decide not to do business with any of the potential contractors responding to this RFQ.

• To protect the integrity of the evaluation and award process, RFQ responses will not be available for public viewing until after the contract has been officially awarded. Respondents may not contact OOD staff, other contractors, or any other member of the State to discuss their RFQ response or to discuss any of the other RFQ responses. Respondents who attempt to make such contacts may be deemed not responsive.

• All RFQ responses and other submitted material will become the property of OOD and will not be returned. The Respondent should not include confidential, proprietary, or trade secret information in an RFQ response because OOD maintains the right to use any materials or ideas submitted without compensation to the Respondent. Additionally, all responses will be open to the public after OOD awards the contract(s).

• OOD will retain all RFQ responses or a copy of them, as part of the contract file for the period of the contract and any subsequent renewals. After the retention period, OOD may return, destroy, or otherwise dispose of the RFQ responses and copies.

Waiver of Defects

• OOD maintains the right to waive any defects in any RFQ response or in the Respondent’s submission process. OOD will only waive immaterial defects if it believes that is in OOD’s interest.

RFQ Response Instructions OOD wants clear and concise responses. Respondents should take care to completely answer questions, where applicable, and meet all RFQ requirements.

OOD will not be liable for any costs incurred by any Respondent in submitting a quote, even if OOD does not award a Contract through this process. OOD may also cancel this RFQ and contract for these services through some other process or by issuing another RFQ.

mailto:OBM.SharedServices@OBM.Ohio.Gov https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2Fpage.aspx%2Fen%2Fbuy%2Fhomepage

To be considered for an award, quotes must be judged as responsive and responsible in accordance with the selection criteria listed in Exhibit A. In addition, the following will be considered:

Responsive: A Respondent is responsive if the quote substantively complies with the RFQ specifications and all prescribed documentation and attachments. Quotes should not deviate from the specifications that would affect the amount of the RFQ response or otherwise give the Respondent an unfair advantage.

Responsible: OOD’s determination of a Respondent’s responsibility will be based on factors such as:

• Experience of the Respondent

• Respondent’s financial condition

• Respondent’s conduct and performance on previous contracts

• The Respondent’s facilities (if applicable)

• The Respondent’s management skills

• The Respondent’s ability to execute the contract properly, and

• Review of Federal and State of Ohio debarment lists

Contacts The following RFQ Representative will represent OOD during the RFQ process:

Name: Kelle Bevins, Senior Sourcing Analyst Address: 150 E. Campus View Blvd.

Columbus, OH 43235 Email: ood.purchasing@ood.ohio.gov

Note: If a supplier is offered an opportunity to move into a contract, OOD will provide the awardee(s) with the name of a contract liaison in writing.

mailto:ood.purchasing@ood.ohio.gov

SECTION II. – TIMELINE REQUIREMENTS

Targeted Dates

• Targeted Contract Begin Date: September 3, 2024

• Targeted Contract End Date: December 31, 2024

RFQ Response Amendments Amendments of RFQ responses are allowed until the RFQ Response Deadline Date and Time. No amendments will be permitted after this date or time.

RFQ Response Withdrawals Withdrawal of RFQ responses must be submitted electronically at https://OhioBuys.Ohio.gov/. If a Bidder or Supplier has submitted multiple responses for a solicitation, each response will need to be individually withdrawn to be removed. All RFQ response withdrawals need to occur prior to the Bid Due Date for a solicitation.

https://ohiobuys.ohio.gov/

SECTION III. – BACKGROUND AND COMPLIANCE DOCUMENTATION

The intent of this section is to clarify the background and compliance documentation that is required with the quote submission.

Declarations Statement Respondents must sign and return the “Declarations Statement” attachment with their response. An explanation is provided on the attachment for each of the following areas:

• Ohio Election Law Information

• Ohio Ethics and Conflict of Interest Laws Information

• Equal Employment Opportunity Law Information

• Contract Performance – A Respondent must respond to several statements regarding the past seven (7) years and if any affirmative answer is provided, details must be provided.

• Conflict of Interest

• Respondent Checklist

Statement of Compliance OOD intends for the Awardee, all of the Awardee’s employees and/or subcontractors to implement and comply with the following: all federal and Ohio laws (i.e. Ohio Revised Code [R.C.], Ohio Administrative Code [Ohio Adm.Code]; OOD policies, procedures and Community Rehabilitation Program Standards; State and/or Federal Fiscal Management/Audit Standards; and standards pertaining to vocational rehabilitation (VR) services as those laws, rules and policies, and standards are currently enacted and promulgated and as they may subsequently be amended and adopted. The Awardee agrees that any students, interims, or residents, as part of a formal training program, will work under staff supervision commensurate with their level of training.

Respondent Experience Summary The Respondent must provide history of contracts, for which the Respondent is providing, or has provided under any previous corporate name or identity, services similar to those requested in this RFQ on the attached “Respondent Experience Summary Form”. Information provided should include: Company name and address, contact person/phone number, program name, beginning date of project (month/year), ending date of the project (month/year), and a description of the related services provided that relates to the requirements of this RFQ. Attach as many sheets as necessary to respond to this RFQ requirement.

Ohio Administrative Knowledge System (OAKS) Supplier Identification Number Each response must include the Respondent’s Ohio Administrative Knowledge System (OAKS) identification number. If Respondent does not currently have an OAKS identification number, visit ohiopays.ohio.gov to create a new Payee registration. Please note that obtaining an OAKS payee identification number may take up to five (5) business days.

https://ohiopays.ohio.gov/

Affirmative Action Program Verification (AAPV) An interested Respondent who wishes to do business with the state must have a written affirmative action program for the employment and effective utilization of economically disadvantaged individuals. This Affirmative Action Program Verification (AAPV) is administered by the Ohio Department of Development. For more information about this requirement, please visit https://development.ohio.gov/business/construction-compliance/affirmative-action-program

An Affirmative Action Program Verification (AAPV) certificate from the Department of Development must be submitted with the response. To obtain the AAPV certificate, follow the instructions at the above website to submit an application. Once approved, AAPV certificates can be found at https://eodreporting.oit.ohio.gov/affirmative-action or https://development.my.site.com/ODSA/s/mbddaaccsearch

DAS/Equal Opportunity Division (EOD) Certification Number If the RFQ is an MBE/EDGE set-aside opportunity, it will be clearly marked on the cover page. If the RFQ is an MBE/EDGE set-aside opportunity, a DAS/EOD Certification # (for MBE/EDGE) will need to be provided with the response. To obtain MBE/EDGE certification, an application must be submitted to the Ohio Department of Development. More information regarding each program, including a link to the application and steps for application, can be found at:

https://development.ohio.gov/business/minority-business/business-certifications/office-of-business-certifications

Veteran-Friendly Business Enterprise Program (VBE) The Veteran-Friendly Business Enterprise (VBE) program provides preference or bonus points to certified companies competing for State contracts, including eligible construction services. The legal authority for the program is R.C. 9.318, while its administrative rules are found in Ohio Adm.Code 123:5-1-01 and 123:5-1-16.

The VBE program applies to all state agencies’ purchases made by bid, quote, or proposal under R.C. 125. The VBE program allows for scores on proposals submitted by veteran-friendly businesses to be up to five percent lower than the proposal scores submitted by businesses not certified as veteran-friendly and still be eligible for winning the award. More information regarding this program, including a link to the application and steps for application, can be found at:

https://development.ohio.gov/business/minority-business/business-certifications/veteran-friendly-business-enterprise-procurement-program https://development.ohio.gov/business/construction-compliance/affirmative-action-program https://eodreporting.oit.ohio.gov/affirmative-action https://development.my.site.com/ODSA/s/mbddaaccsearch https://development.ohio.gov/business/minority-business/business-certifications/office-of-business-certifications https://development.ohio.gov/business/minority-business/business-certifications/office-of-business-certifications https://development.ohio.gov/business/minority-business/business-certifications/veteran-friendly-business-enterprise-procurement-program https://development.ohio.gov/business/minority-business/business-certifications/veteran-friendly-business-enterprise-procurement-program

OPPORTUNITIES FOR OHIOANS WITH DISABILITIES AGENCY

EXHIBIT [A]

SCOPE OF SERVICES AND ADDITIONAL TERMS

1. Statement of Needs:

a. Opportunities for Ohioans with Disabilities (OOD) is seeking to contract with a supplier who can provide parts and services at the Wooster Office located at 2148 Eagle Pass, Suite A, Wooster, OH 44691. Services and parts to include: replace a missing magnetic door contact piece located at the top of the restroom door, replace the hard-wired panic button, and be able to work with the Digital Security Controls (DSC) panel. Respondent shall also replace the security card reader located at the main entrance. Security card reader routes back to an iStar Edge panel that will require CCure certification.

2. Statement of Services:

a. General:

i. All work must comply with any ADA and OSHAA Standards and all federal, state, and local regulations.

ii. All service work shall meet and/or exceed manufacturer/industry standards.

iii. Respondent shall at all times, in performance of this work, exercise due care and caution for the safety and welfare of the workmen employed on the job, OOD employees and leased or owned property.

iv. Respondent shall be responsible for repairing any and all damage, caused by Respondent negligence, to the OOD leased or owned property and grounds at the Respondent’s expense.

v. All Respondent scheduled services must be done at times approved by the OOD Facilities representative. All service activities shall be performed during mutually agreed upon hours unless the particular service request requires otherwise.

vi. Permits and licenses of any nature, necessary for any and all work, shall be secured and paid for by the Respondent.

vii. Respondent shall be responsible for the removal of all debris from the work site and cleaning work areas. The Respondent shall keep the premises free of any debris resulting from their work as work progresses. The Respondent shall remove such debris and materials from the property.

viii. Respondent shall furnish all necessary equipment and crews for the completion of the work outlined in this Exhibit [A].

ix. Respondent shall provide a forty-eight (48) hour notice of intended dates and time of service before scheduled services. Services shall be performed Monday-Friday (excluding Federal Holidays) between the hours of 8:00 AM and 5:00 PM unless a different time and/or date is approved by OOD Facilities Representative in advance.

x. Rescheduling Service – if for any reason, service is not completed at the mutually agreed upon time, the respondent will reschedule the scheduled service in coordination with OOD Facilities Representative.

b. Specific scope of work for magnetic door contact piece:

i. The restroom door is missing a magnetic contact piece that provides security to enter and exit the bathroom using a card access system, which is currently non-operational and not secure. Respondent shall provide and install the portion of one (1) restroom magnetic contact piece that is missing in the top corner of the door.

ii. Half of the magnetic door contact piece routes back to the Intrusion panel and the access control iStar Edge panel, which tells both systems whether the door is open or closed.

Respondent shall test and confirm that the restroom door is working properly when using a card access system and that it is working properly with the Intrusion panel and the iStar Edge panel.

c. Specific scope of work for panic button:

i. Respondent shall replace the hard-wired panic button in the front office with OOD provided stock.

ii. Respondent shall be able to work with DSC panel.

iii. Respondent shall test and confirm the panic button is no longer sending false alarms.

d. Specific scope of work for security card reader:

i. Respondent shall replace the main entrance card reader that does not always have power with OOD provided stock.

ii. Respondent must be CCure certified with experience working with iStar Edge panels to replace the main entrance card reader.

iii. Respondent shall test and confirm the main entrance door is working properly and will not lose power.

3. Additional Fiscal or Budget Requirements:

a. Respondent shall cooperate with all billings outlined in this Agreement as well as any additional fiscal requirements and documentation that is mutually agreed to by the parties and specifically authorized by OOD.

b. Respondent shall submit the invoice to OOD within thirty (30) days after completion of the work.

4. Education/Training, Licensure/Certification and Experience:

a. All respondent provided services must be performed by Original Equipment Manufacturer (OEM) trained or properly certified and qualified personnel, where applicable and include but not limited to:

i. CCure certification and experience working with iStar Edge panels.

ii. Experience working with DSC panel.

b. Qualifications shall be presented upon request.

5. Monitoring, Evaluation and Reporting:

a. OOD will communicate with Respondent’s single point of contact to resolve any issues that may arise.

i. Communication shall include a description of service issues, required remediation, and a specific timeframe to cure the issues.

b. Scope of work verification. An OOD Facilities representative and building management staff will do a walk-through with the Respondent, to verify scope of work completion. If any issues are identified during the walk-through, the OOD representative will notify the Respondent to resolve the issue(s) within an agreed upon timeline.

6. Additional Terms and Conditions:

a. No service level is guaranteed under this request or resulting Contract.

SECTION IV. – SUBMISSION REQUIREMENTS AND EVALUATION

A. OhioBuys Submission:

Each Respondent must submit the identified background and compliance documentation, as well as other identified response documentation, where specified in the OhioBuys questionnaire.

1. Background and Compliance Documentation:

a. Affirmative Action Program Verification

b. Attachment One – Standard Affirmation and Disclosure – Executive Order 2022-02D

c. Attachment Two – Respondent Experience Summary Form

d. Attachment Three – Certifications Statement

e. Attachment Four – Declarations Statement

f. Attachment Five A OR Attachment Five B (Respondent must choose applicable document) – Non-

Member Acknowledgement (PEDACKN) OR Statement or Non-Applicability of Non-Member Acknowledgement Form

Cost: The Respondent must complete the item grid, as specified in OhioBuys.

B. Evaluation: The contract will be awarded to the lowest responsive and responsible bidder as determined by

OOD.

STANDARD AGREEMENT

THIS AGREEMENT (“Agreement”) consists of the attached Standard Terms and Conditions, the Exhibit [A] Scope of Services and Additional Terms, and all other attachments, which, in consideration of the mutual promises, covenants, and agreements which, in consideration of the mutual promises, covenants, and agreements set forth herein, is made and entered into by and between the Opportunities for Ohioans with Disabilities Agency, (hereinafter “OOD”) and Contractor Name (hereinafter “Contractor”). Pursuant to Ohio Revised Code (R.C.) 3304.15, OOD may enter into agreements with Contractors for the provision of services provided by OOD.

By signing this Agreement, Contractor hereby certifies and agrees to all the terms and conditions outlined and documents found herewith and will take no action inconsistent with the aforementioned terms and conditions and all applicable federal, state, and local laws, rules, regulations, ordinances and executive orders. Failure to comply shall be grounds for termination of this Agreement and may result in the loss of other agreements with the State of Ohio.

This Agreement shall be in effect, unless terminated per the appropriate section of the terms and conditions, from the dates outlined below:

Start Date: Enter Start Date

End Date: Enter End Date

OOD shall pay Contractor for services rendered not to exceed a total amount outlined below:

Total Amount: $Enter Total Amount

If applicable, Contractor is approved to utilize the following subcontractors for the activities outlined in the Exhibit [A]:

Enter Subcontractor Name

THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

STANDARD TERMS AND CONDITIONS

1. COMPLIANCE WITH LAWS:

a. Contractor, in the execution of duties and obligations under this Agreement, agrees to comply with all applicable federal, state, and local laws, rules, regulations, executive orders, and ordinances.

b. The parties expressly agree 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 R.C. 3517.13; R.C. 127.16; or R.C. 102.

2. DAS OR CONTROLLING BOARD APPROVAL: If DAS or Controlling Board approval is required, this Agreement shall not be valid and enforceable until appropriate approvals are received.

3. CERTIFICATE OF AVAILABLE FUNDS: The parties expressly understand and agree 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 R.C., including, but not limited to, R.C. 126.07, have been complied with, and until such time as all necessary funds are 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 OOD gives Contractor written notice that such funds have been made available to OOD.

4. APPROPRIATION OF FUNDS: The State’s funds are contingent upon the availability of lawful appropriations. If the

General Assembly or any third-party who is providing funding fails at any time to continue funding for the payments or any other obligations due by the State under this Contract, the State will be released from its obligations on the date funding expires. If appropriations are approved, the State may continue this Contract past the current biennium by issuing written notice of continuation to the Contractor. Any obligations of the State are subject to R.C 126.07.

5. COMPENSATION FOR SERVICES:

a. Where applicable, the total amount due was computed according to an approved budget which may be attached. Contractor may request changes to the approved budget that does not change the total award amount, by submitting a written request to OOD. If OOD approves a requested change to the budget, OOD shall notify Contractor in writing at which time Contractor shall comply with the authorized and approved change. Any changes to the total award amount must be made pursuant to Section 15, Amendment, of this Agreement.

b. Contractor shall submit a proper invoice for compensation within thirty (30) calendar days following completion of the service(s) described in Exhibit [A]. The invoice, where applicable, shall include documentation of service(s) performed (e.g., identified service provided, hours, etc.) during the invoiced period. In all circumstances, compensation shall only be paid for actual services and/or expenses incurred, as authorized and described in Exhibit [A] and/or budget; the sum of which shall not exceed the total agreement amount. Contractor may be required to submit receipts. Original receipts shall be retained by the Contractor for audit purposes and provided to OOD upon request. If requested by OOD, Contractor shall submit a final fiscal report no later than ninety (90) calendar days after the end of the agreement period, along with the return of any actual costs which cannot be properly documented.

c. Contractor agrees to execute all necessary forms and documents to be paid by electronic fund transfer as a supplier in accordance with all procedures of the Ohio Department of Administrative Services (hereinafter

“DAS”). Contractor may sign up at http://www.supplier.obm.ohio.gov. Contractor agrees to follow invoicing requirements for OOD Pursuant to Rule 3304-1-13 of the Ohio Administrative Code (Ohio Adm.Code).

d. This Agreement will become part of OhioBuys, an electronic procurement system which provides contract and catalog hosting and management services. Ordering Agencies utilize this system to track and monitor the procurement, solicitation, and contracting of goods and services. When this Agreement becomes part of OhioBuys, the Contractor agrees to establish, maintain, and support its Supplier account and notify OOD when such updates have been made.

6. USE OF MBE AND EDGE SUPPLIER: R.C 125.081 requires State agencies to set aside purchases for Minority Business

Enterprises (MBE) and Executive Order 2008-13S encourages use of Encouraging Diversity, Growth and Equity (EDGE) businesses. Therefore, the State encourages the Contractor to purchase goods and services from Ohio certified MBE and EDGE vendors.

7. NATURE OF CONTRACT AND RELATIONSHIP OF PARTIES:

a. It is fully understood and agreed that Contractor is an independent contractor and is not an agent, servant, or employee of the State of Ohio or DAS. 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 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 State to any public employee retirement system.

b. Contractor acknowledges and agrees any individual providing personal services under this Agreement is not a public employee for purposes of R.C 145. 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 the Ohio Public Employees Retirement System (OPERS) Non-Member Acknowledgement form to OOD prior to execution of this Agreement.

i. Contractor’s failure to complete and submit said attachment at the time Contractor executes this Agreement shall serve as Contractor’s certification that Contractor is a “business entity”.

c. Contractor shall maintain and upon request provide copies of all current professional licensure, certification, and/or accreditation, including any renewal or re-issuance thereof, for any employee or subcontractor, providing services under this Agreement.

d. Except as expressly provided herein, the parties shall not have the right to bind or obligate the other party in any manner without the prior written consent of the other party.

e. It is specifically understood that the nature of the services to be rendered under this Agreement are of such a nature that OOD is the sole judge of the adequacy of such service(s).

8. SUBCONTRACTING:

a. Contractor agrees to ensure that subcontractor follows all provisions in this Agreement and will be responsible for ensuring that subcontractor receives a copy of the Agreement, if applicable.

http://www.supplier.obm.ohio.gov/ http://codes.ohio.gov/oac/3304-1-13

b. Contractor may only subcontract related to the Agreement after written approval from OOD. In those circumstances that Contractor uses a subcontractor to perform a portion of the work under the Agreement, Contractor shall submit a list to OOD identifying Contractor’s subcontractors. If any change occurs during the term of the Agreement, that requires a change to identified subcontractors, Contractor shall amend the list of subcontractors and request written approval from OOD. OOD reserves the right to reject any subcontractor submitted by Contractor.

c. All subcontracts will be at the sole expense of Contractor and Contractor will be solely responsible for payment of its subcontractors. Contractor assumes responsibility for all sub-contracting and third-party manufacturer work performed, failure of work performed, or products delivered under the Agreement. In addition, all subcontractors agree to be bound by all of the Terms and Conditions and specifications of the Agreement. Contractor will be the sole point of contact with regard to all contractual matters.

9. PREVAILING WAGE: Where applicable, Contractor shall comply with the prevailing wage requirements described under R.C. 4115.

10. EQUAL EMPLOYMENT OPPORTUNITY:

a. Contractor will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including R.C. 125.111 and all related Executive Orders.

b. Prior to execution of Agreement, renewal or amendment, Contractor must provide an approved Affirmative Action Plan Verification (AAPV) provided by the Ohio Department of Development.

11. DRUG FREE WORKPLACE: Contractor agrees to comply with all applicable Federal, State, and Local laws regarding smoke-free and drug-free workplaces and shall make a good faith effort to ensure that none of its employees or subcontractors purchase, transfer, use, or possess a restricted substance in any way when they are engaged in the work being performed hereunder.

12. SWEATSHOP FREE REQUIREMENTS: Contractor certifies that all facilities used for the production of any supplies or performance of services offered are in compliance with applicable domestic labor, employment, health and safety, environmental and building laws and are sweatshop free. This certification applies to any and all suppliers and/or subcontractor used by Contractor in furnishing the supplies or services. If DAS receives a complaint alleging non-compliance with sweatshop free requirements, DAS may enlist the services of an independent monitor to investigate allegations of such non-compliance on the part of Contractor, any subcontractor or suppliers used by Contractor in performance of the Agreement. If allegations are proven accurate, Contractor will be advised by DAS of the next course of action to resolve the complaint and Contractor will be responsible for any costs associated with the investigation. Items that will be considered in an investigation include, but are not limited to standards for wages, occupational safety and work hours.

13. RENEWAL REQUIREMENTS:

a. At the sole discretion of OOD, this Agreement may be renewed annually under the same terms and conditions applicable to this Agreement for any period, up to a maximum of twenty-four (24) additional months. If OOD chooses to exercise this option, OOD shall advise Contractor, in writing, prior to the expiration of the current Agreement.

b. In accordance with R.C. 126.07, any renewal hereunder shall not be valid or enforceable unless and until the Director of Office of Budget Management (OBM) first certifies that there is a balance in the appropriation not already obligated to pay existing obligations.

14. TERMINATION OF SERVICES:

a. Prior to the expiration of this Agreement, OOD may suspend or terminate the Agreement, without cause, by providing written notice to Contractor not less than thirty (30) days prior to the termination date. OOD may suspend or terminate the Agreement immediately, with cause, by giving written notice to Contractor.

b. Contractor, upon receipt of any 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, and take all necessary or appropriate steps to limit disbursements and minimize costs.

c. If requested by OOD, Contractor shall furnish a report, as of the date of receipt of notice of suspension or termination, describing the status of all work under the Agreement, including, without limitation, results, conclusions resulting therefrom, and any other matters OOD requires and shall deliver to OOD all work products and documents, which have been specifically prepared for OOD by Contractor in the course of providing services under the Agreement. All such material shall become and remain the property of OOD, to be used in such manner and for such purposes as OOD may choose.

d. Contractor shall be paid for services rendered up to the date Contractor received notice of termination, less any payments previously made, provided Contractor has supported such payments with detailed factual data containing services performed and hours worked. In the event of termination, any payments made by OOD for which Contractor has not rendered services shall be refunded within thirty (30) days of termination or suspension of the Agreement. Contractor agrees to waive any right to, and shall make no claim for, additional compensation against OOD by reason of such suspension or termination.

e. Other than as outlined herein, termination pursuant to this Article will relieve either party of further obligation under this Agreement. In no event will OOD be obligated to pay for any services not actually performed by Contractor.

15. AMENDMENTS: A change in the scope of work shall be governed by a change order in the form of a contract amendment without invalidating the Agreement. Contractor shall not proceed with any change in the work without OOD’s prior written authorization. Upon execution of an amendment, Contractor shall perform all changes in the work under the applicable provisions of the Agreement and any amendments, and Contractor shall proceed promptly with the change unless otherwise provided in the amendment. The amendment will govern any changes to the work, changes to the fees owed to Contractor, and any changes to the time for completion of the project. By signing an amendment, Contractor irrevocably certifies that the elements of the amendment are completely satisfied, and waives all rights, if any, to seek further adjustment of the fees owed or the time for completion of the work, or both, at a later date with respect to the associated change in the work.

16. BREACH: OOD, in its sole discretion, may provide written notice to the Contractor of a breach and permit Contractor to cure the breach. Such a cure period shall be no longer than twenty-one (21) calendar days. During the cure period, OOD may buy substitute services from a third-party and recover from Contractor any costs associated with acquiring those substitute services. Notwithstanding OOD permitting a period of time to cure the breach or Contractor’s cure of the breach, OOD does not waive any of its rights and remedies provided OOD in this Agreement, including but not limited to recovery of funds paid for services Contractor performed outside of the United States, costs associated with corrective action, or liquidated damages.

17. FORCE MAJEURE:

a. Neither party will be liable for any delay in its performance that arises from a force majeure event beyond its or its subcontractor’s control and without its or its subcontractor’s negligence or fault. The term “force majeure event” includes without limitation, the following: Acts of God, such as pestilence, lightning, earthquakes, fires, storms, hurricanes, tornadoes, floods, washouts, droughts, and severe weather. Additional circumstances and events include epidemics, pandemics, explosions, restraining of government and people, war, strikes, and other similar events or causes.

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

i. Promptly notify OOD, in writing, of any material delay in performance due to a specified force majeure event;

ii. Provide detailed information of the force majeure event;

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

18. RECORD KEEPING AND AUDITS:

a. During the performance of this Agreement and for a period of five (5) years after its completion, Contractor agrees to maintain a proper system of accounting and auditable records, in a manner consistent with generally accepted accounting principles, to account for the expenditure of all funds provided by this agreement, including any and all direct and indirect costs expended, and to make these records available for review upon request by OOD representatives . Contractor agrees to retain all records and reports for a period of not less than five (5) years following audits by the appropriate state and federal auditing agencies or until questions arising from the audit have been resolved, whichever is later. OOD reserves the right to inspect and audit any and all records, relative to this Agreement.

b. Contractor agrees to be responsible for the costs of any audit in which it is determined that Contractor violated any provision of federal, state or local law.

c. Contractor acknowledges, in accordance with R.C. 149.43, that this Agreement, as well as any information, deliverables, records, reports and financials related to this Agreement are presumptively deemed public records. Contractor understands that these records will be made freely available to the public unless the State determines that, pursuant to state or federal law, such materials are confidential or otherwise exempt from disclosure. Contractor must comply with any direction for the State of Ohio or an ordering Agency to preserve and/or provide documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

19. CONFIDENTIALITY:

a. Contractor shall not discuss or disclose any confidential consumer information or material obtained pursuant to its obligations under this Agreement without the prior written consent of the individual, applicant, or former participant. Contractor shall comply with OOD policy 70-GL-O2 Accessing and Securing Confidential Personal Information, the confidentiality provisions defined and outlined in R.C. 3304.21, Ohio Adm.Code 3304-2-63, 34 C.F.R. 361.38, Attorney General Opinion 76-049, and as otherwise required pursuant to state and federal law.

i. In the event of termination of this Agreement, the provisions concerning confidentiality shall remain binding on the Contractor.

b. If an appeal, complaint, or grievance is filed by an individual or entity the Contractor agrees to make staff and records available to OOD for its review, investigation, response and defense.

20. LIABILITY:

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

b. If OOD determines that actual and direct damages are uncertain or difficult to ascertain, OOD in its sole discretion may recover a payment of liquidated damages in the amount of fifty (50) percent of the value of the Agreement.

c. Contractor agrees to indemnify and to hold OOD 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, agents, employees, subcontractor(s), suppliers, third parties utilized by Contractor, or joint ventures, while acting under this Agreement. Contractor shall bear all costs associated with defending OOD and the State of Ohio against any claims made because of Contractor’s acts or omissions. The indemnification provisions in this paragraph shall not be applicable to Agreements between OOD and other State of Ohio government agencies, instrumentalities or political subdivisions of the State.

d. Contractor, at its own cost, agrees to procure and continue in force at all times that this Agreement is in effect, in its name, general liability insurance against any and all claims for injuries to persons or damage to property occurring or arising out of Contractor’s obligations set forth herein. Such insurance shall at all times be in an amount not less than Five Hundred Thousand Dollars ($500,000) on account of bodily injury to or death of one (1) person, and One Million Dollars ($1,000,000) on account of bodily injuries or death of more than one person as a result of any one incident or disaster, and Two Hundred Fifty Thousand Dollars ($250,000) for property damage in any one incident. Such insurance shall be written by a company or companies authorized to engage in the business of general liability insurance in the State of Ohio with an A.M. Best rating of at least “A” or be otherwise approved in writing by OOD. A certificate reflecting the continuing coverage of all such policies procured by Contractor in compliance herewith shall be delivered to OOD at least thirty (30) days prior to the time such insurance is required to be carried by Contractor, and thereafter at least thirty (30) days prior to the expiration or amendment of any policies. Such insurance shall name OOD and the State of Ohio as additional insureds. Such policies shall bear an endorsement stating that the insurer agrees to notify OOD not less than thirty (30) days in advance of any proposed modification or cancellation of any such policy.

21. CONFLICTS OF INTEREST AND ETHICS COMPLIANCE:

a. No personnel of Contractor, subcontractor or any person acting on behalf of Contractor or a subcontractor shall, prior to the completion of said work, voluntarily acquire any personal interest, direct or indirect, which is incompatible or in conflict with the discharge and fulfillment of their functions related to this Agreement.

b. Any such person who acquires an incompatible or conflicting personal interest, on or after the effective date of this Agreement, or who involuntarily acquires any such incompatible or conflicting personal interest, shall immediately disclose the individual’s interest to OOD Chief Legal Counsel or designee in writing. Thereafter, the individual shall not participate in any action affecting the work under this Agreement, unless OOD shall determine in its sole discretion that the individual’s participation in any such action would not be contrary to the public interest.

c. Contractor certifies that Contractor: (1) reviewed and understands the Ohio ethics and conflict of interest laws, and (2) will only take action consistent with those laws and any applicable order. Contractor understands that failure to comply with Ohio ethics and conflict of interest laws (R.C. Chapter 102 and R.C.

2921.42 & 43) may be grounds for termination of this Agreement for cause and may result in the loss of other contracts with the State of Ohio. Additional information concerning Ohio ethics laws may be found by accessing the following website at: www.ethics.ohio.gov.

22. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE SERVICES:

a. No State Cabinet Agency, Board or Commission will enter into any agreement to purchase services provided outside of the United States or that allows OOD data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Agreement, OOD reserves the right to recover any funds paid for services Contractor performs outside of the United States for which it did not receive a waiver. OOD does not waive any other rights or remedies provided to OOD in the Agreement.

b. Further, no State Agency, Board or Commission, State Educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Agreement, OOD reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

c. Contractor must complete the Standard Affirmation and Disclosure Form affirming Contractor understands and will meet the requirements of the above prohibition, see Attachment One.