RSI006813_Contract_rev.pdf

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

MANDATORY USE CONTRACT FOR: SMALL PACKAGE DELIVERY SERVICES

CONTRACT No.: RSI006813

CONTRACT ID: 6813-A1

EFFECTIVE DATES: 7/11/2022 to 11/27/2026

SUPPLIER: FEDERAL EXPRESS CORPORATION

The Department of Administrative Services has agreed to participate in a consortium contract. The State of Utah is the lead entity for Small Package Delivery Services and their Master Agreement number is MA454. This contract is administered by the State of Utah, on behalf of NASPO ValuePoint. The State of Ohio has accepted prices as a result of Bid Number CH21- 36, which opened on 04/26/21. The State of Utah completed the evaluation of the proposal response(s). The respective bid response, including the Instructions to Bidders and Standard Terms and Conditions, special contract terms & conditions, any bid addenda, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS become a part of this Requirements Contract.

This Requirements Contract is effective beginning and ending on the dates noted above unless, prior to the expiration date, the Contract is renewed, terminated or cancelled in accordance with the Contract Terms and Conditions.

CONTRACT RENEWAL. This Contract may be renewed after the ending date of the Contract solely at the discretion of the Contracting Agency for a period of one month. Any further renewals will be by mutual agreement between the Contractor and the Contracting Agency for any number of times and for any period of time. The cumulative time of all mutual renewals may not exceed 0 months unless the Contracting Agency determines that additional renewal is necessary.

This Requirements Contract is available to State Agencies, State institutions of higher education, and properly registered members of the Cooperative Purchasing Program of the Department of Administrative Services, as applicable.

Agencies are eligible to make purchases of the listed supplies and/or services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that agencies will purchase the volume of supplies and/or services as advertised in the Invitation to Bid.

This Requirements Contract and any Amendments thereto are available from the Ohio|Buys public portal at the following address:

https://supplier-emarketplace.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage

Signed: _____________________________________________________________________ Kathleen C. Madden, Director Date

STATE OF OHIO

PARTICIPATING ADDENDUM

FOR

SMALL PACKAGE DELIVERY

AS ISSUED BY THE STATE OF UTAH CAN BE FOUND BY CLICKING THE LINK BELOW

FedEx PA

MASTER AGREEMENT MA454

ORIGINAL RFP

LINK TO CURRENT PRICING

https://procure.ohio.gov/static/pdf/RSI006813%20GPC030%20PA.pdf https://procure.ohio.gov/static/pdf/RSI006813%20GPC030%20PA.pdf https://procure.ohio.gov/static/pdf/RSI006813%20GPC030%20MA454.pdf https://procure.ohio.gov/static/pdf/RSI006813%20GPC030%20RFP.pdf https://www.naspovaluepoint.org/portfolio/small-package-delivery-services/fedex-corporate-services-inc-as-agent-for-federal-express-corporation-and-fedex-ground-package-system-inc/

1 - STANDARD TERMS AND CONDITIONS

State of Ohio Standard Terms and Conditions (revised 09/08/21) will apply to this Contract.

2 - SPECIAL CONTRACT TERMS AND CONDITIONS

Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

2.1 - ORDER OF PRIORITY

The State of Ohio Standard Contract Terms and Conditions are hereby incorporated into this Participating Addendum (PA) and shall be binding on the contractor. If there is any inconsistency or conflict between the PA Agreement and the Consortium Terms and Conditions, the PA Agreement will prevail. Notwithstanding anything to the contrary, all pricing shall be governed solely by the terms of the Consortium Contract.

2.2 - COOPERATIVE PURCHASING CONTRACT

This Contract may be utilized by Cooperative Purchasing Members. “Cooperative Purchasing Members” or “Co-op Members” are entities that qualify for participation in the State’s cooperative purchasing program under Section 125.04 of the Ohio Revised Code (“ORC”) and that have completed the steps necessary to participate in that program. They may include Ohio political subdivisions, such as counties, townships, municipal corporations, school districts, conservancy districts, township park districts, park districts created under Chapter 1545 of the ORC, regional transit authorities, regional airport authorities, regional water and sewer districts, and port authorities. They also may include any Ohio county board of elections, state institutions of higher education, private fire companies, private, nonprofit emergency medical service organizations, and chartered nonpublic schools.

If a purchase is made from this Contract by an entity that is not properly registered with the State’s Cooperative Purchasing Program, it may be a violation of law, may be contrary to the entity’s competitive bidding requirements, and will be a breach of this Contract by the Contractor. If a Cooperative Purchasing Member relies upon this Contract to issue a purchase order or other ordering document, the Cooperative Purchasing Member “steps into the shoes” of the State under this Contract.

The Cooperative Purchasing Member’s order and this Contract are between the Contractor and the Cooperative Purchasing Member. The Contractor must look solely to the Cooperative Purchasing Member for performance, including payment. The Contractor agrees to hold the state of Ohio harmless with regard to Cooperative Purchasing Member’s orders and Cooperative Purchasing Member’s performance. DAS may cancel this Contract and may seek remedies if the Contractor fails to honor its obligations under an order from a Cooperative Purchasing Member.

2.3 - CONTRACTOR REVENUE SHARE

The Contractor must pay to the State a share of the sales transacted under this Contract as a fee to the State to cover the estimated costs the State will incur in administering this Contract and the Services offered under it (“Revenue Share”).

The Contractor must remit the Revenue Share in U.S. dollars within 60 days after the end of the quarterly reporting period.

The Revenue Share that the Contractor must pay under this Contract equals ¾ of 1% of the total quarterly sales reported. The Revenue Share must be included in the prices reflected in any order and reflected in the total amount charged to the State, and the Contractor may not add a surcharge to orders under this Contract to cover the cost of the Revenue Share.

The Contractor must remit any amount due as the result of a quarterly or closeout sales report at the time the quarterly or closeout sales report is submitted to the Department of Administrative Services, Office of State Purchasing. To ensure the payment is credited properly, the Contractor must identify the payment as a “State of Ohio Revenue Share” and include this Contract number, total report amount, and reporting period covered.

https://procure.ohio.gov/static/pdf/Standard_t_c_090821.pdf

Contractor will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s epayment portal, or ACH payment, if approved by the State, using the instructions below

Check remittance:

Follow the remittance instructions on the required Quarterly Sales Report and Revenue Share Remittance Form at the following link, https://das.ohio.gov/revenueshareform.

Credit Card Payments:

To pay by credit card, use the following link, https://epay.das.ohio.gov/Payment, select “Revenue Share” as the payment type and follow the on-screen prompts.

ACH Payments:

If this payment method is approved by the State, the State will provide payment instructions to Contractor.

If the full amount of the Revenue Share is not paid within 60 days after the end of the applicable reporting period, the non-payment will constitute a contract debt to the State. The State may setoff any unpaid Revenue Share from any amount owed to the Contractor under this Contract and employ all other remedies available to it under Ohio law for the non-payment of the Revenue Share. Additionally, if the Contractor fails to pay the Revenue Share in a timely manner, the failure will be a breach of this Contract, and the State may terminate this Contract for cause as set forth herein and seek damages for the breach.

2.4 - CONTRACTOR QUARTERLY SALES REPORT

The Contractor must report the quarterly dollar value (in U.S. dollars and rounded to the nearest whole dollar) of the sales to Cooperative Purchasing Members under this Contract by calendar quarter (e.g. January-March, April-June, July-September and October-December). The dollar value of the sale is the price paid by the Contract user for the products and/or services listed on the purchase order or other encumbering document, as recorded by the Contractor.

To submit this quarterly sales report, the Contractor is responsible for obtaining access to Ohio|Buys and must report the quarterly dollar value of sales to Cooperative Purchasing Members to the Department of Administrative Services (DAS) via the Internet using Ohio|Buys at the following web address supplier-emarketplace.ohio.gov . If no sales occur, the Contractor must report zero. The report must be submitted no later than thirty (30) days following the completion of the reporting period.

If the Contractor fails to submit sales reports, falsifies reports or fails to submit sales reports in a timely manner, DAS may terminate this Contract.

2.5 - USAGE REPORTS

FedEx will provide granted access to our self-service reporting site by accessing FedEx.com. For more information, please refer to the link below for instructions to request access. FedEx Reporting Online: https://www.fedex.com/en-us/reporting-online.html https://das.ohio.gov/revenueshareform https://www.fedex.com/en-us/reporting-online.html https://www.fedex.com/en-us/reporting-online.html

3 - MUTUALLY AGREED UPON EXCEPTIONS

3.1 - The following paragraphs amend the State of Ohio Standard Terms and Conditions and do hereby become part hereof.

In the event that one of these paragraphs conflict with the Terms and Conditions, the Amendment will prevail.

III.B.1 Contract Construction, Contract Amendments / Waiver, Amendments removed:

Further, no “click-through,” “shrink-wrap,” “browse-wrap,” or other terms that have not been specifically negotiated by the Contractor and the State, whether before, on, or after the date of this Contract, will be effective to add or modify the terms of this Contract, regardless of any party’s “acceptance” of those terms by electronic means. No State employee has the authority to modify, amend, or supplement this Contract through electronic means.

III.M. Subcontracting removed:

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 State. 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 State. The State reserves the right to reject any subcontractor submitted by the Contractor.

IV.C.1 Invoice Requirements rewritten as:

The Contractor or dealer, authorized to submit invoices, must submit an invoice to the office designated in the purchase order.

The Contractor will only be compensated for the Deliverables accepted by the State.

To be a proper invoice, the invoice must include the following:

1. The purchase order is transactional, the shipper/user is responsible for documenting at the time of shipment per package in the reference field. Invoicing requirements other than the ones set out herein which are not available via FedEx standard invoicing must not be utilized to withhold or deny payment. The user is liable for all invoiced services per the agreed upon payment terms.

2. Agency Name;

3. Agency Billing Address;

4. Delivery location of services;

5. Contractor Name;

6. Contractor’s Unique Invoice Number;

7. Date that services were provided;

8. Itemization of services provided, including cost;

9. Clear statement of total payment expected.

Invoice Requirements: Any invoicing requirements other than the ones set out herein which are not available via FedEx standard invoicing must not be utilized to withhold or deny payment. The user is liable for all invoiced services per the agreed upon payment terms.

V.C. Insurance rewritten as:

Verification of Coverage. Contractor shall furnish the State of Ohio with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the State of Ohio before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The State of Ohio reserves the right to view at FedEx World Headquarters complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

V.D. Limitation of Liability removed:

3. Any limitation provisions contained in the documents and materials incorporated by reference into this Contract are considered stricken and of no force and effect.

VI.H. Contract Remedies removed:

1. Actual Damages

2. Liquidated damages

Added:

1. Contract remedies are addressed in the NASPO Master Agreement.

VI.K OHIO|BUYS removed:

And catalog

4 - SUMMARY OF AMENDMENTS

Amendment Number Effective Date Description

1 02/06/25 This amendment is issued to notify of a price increase, effective with all shipments issued on or after 01/06/25.

4 - SUMMARY OF AMENDMENTS