RSI020703_Revised_Contract.pdf

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

OPTIONAL USE CONTRACT FOR: DATA BREACH AND CREDIT MONITORING SERVICES

CONTRACT No.: RSI020703

CONTRACT ID: 20703-A1

EFFECTIVE DATES: 5/6/2024 to 2/23/2026

SUPPLIER: 22ND CENTURY TECHNOLOGIES INC

The State of Idaho, Department of Administration, Division of Purchasing is the lead entity for the NASPO ValuePoint Cooperative Purchasing Organization and their Master Price Agreement number is MA2024006. This contract is administered by the State of Idaho, on behalf of NASPO ValuePoint. The State of Ohio has accepted prices as a result of Bid Number RFP20200339, which opened on 06/22/2020. The State of Idaho completed the evaluation of the proposal response(s). The respective Proposal, including the incorporated contract terms and conditions, standard contract terms and conditions, special contract terms & conditions, any bid addenda, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS, and the State of Ohio, Standard Terms and Conditions become a part of this Optional Use 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 Request for Proposals.

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

https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepa ge

Signed: _____________________________________________________________________

Kathleen C. Madden, Director Date https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage

1 - SPECIFICATIONS AND REQUIREMENTS

STATE OF OHIO

PARTICIPATING ADDENDUM

FOR

DATA BREACH AND CREDIT MONITORING SYSTEMS

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

22ND CENTURY TECHNOLOGIES INC PA

MASTER AGREEMENT MA2024006

2 - STANDARD TERMS AND CONDITIONS

State of Ohio Standard Terms and Conditions (revised 03/01/24) will apply to this Contract.

3 - CONTRACT SPECIFIC TERMS AND CONDITIONS

3.1 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.

The State of Ohio Standard Contract Terms may be accessed through the following link: State of Ohio Standard Terms and Conditions (revised 03/01/24)

3.2 AMENDMENT TO CONTRACT TERMS AND CONDITIONS: The following Amendments to the Contract Terms and Conditions do hereby become a part hereof. In the event that an amendment conflicts with the Contract Terms and Conditions, the Amendment will prevail.

3.3 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.

3.4 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 OhioBuys and must report the quarterly dollar value of sales to Cooperative Purchasing Members to the Department of Administrative Services (DAS) via the Internet using OhioBuys at the following web address supplier-emarketplace.ohio.gov . If https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/RSI020703_PA.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/RSI020703_MA.pdf https://procure.ohio.gov/static/TCond/Standard_T_C%203-1-24.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/TCond/Standard_T_C%203-1-24.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/TCond/Standard_T_C%203-1-24.pdf 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.

The Contractor shall also submit a close-out report within one hundred and twenty (120) days after the expiration of this Contract. The Contract expires upon the physical completion of the last outstanding task or delivery order of the Contract. The close-out report must cover all sales not shown in the final quarterly report and reconcile all errors and credits. If the Contractor reported all contract sales and reconciled all errors and credits on the final quarterly report, then the Contractor should show zero “0” sales in the close-out report.

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.

3.5 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 30 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.

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 30 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.

3.6 SERVICE PROVIDER APPROVED BY CYBER LIABILITY INSURANCE CARRIERS: The Contractor agrees to make a good faith effort to have its services and rates approved by the State’s cyber liability insurance carrier (“Carrier”). Upon execution of this Contract, and whenever the State changes Carriers, the State will contact the Carrier and provide them with any required information regarding the Contractor and the Contractor’s services in order to obtain the Carrier’s approval of the Contractor. If necessary, the Contractor will, within 5 days of notice by the State, provide the State with any additional information required by the Carrier for the approval process. The State will notify the Contractor of the Carrier’s approval. If the Carrier does not approve of the State engaging the Contractor’s services, the State may still utilize all or part of the Contractor’s services as provided in this Contract.

The State may also elect to terminate the Contract for convenience.

4 - SUBCONTRACTORS

Subcontractor Name Subcontractor ID EOD Status

IDIQ 1

5 - SUMMARY OF AMENDMENTS

Amendment Number Effective Date Description

1 04/30/25 This amendment is issued to add Section 4 – Subcontractors, move the Summary of Amendments to Section 5, and to add subcontractor IDIQ, effective with all orders issued on or after 04/30/25.