Services Agreement (Federal Funds) Base Template_Rev. 2025 11 28.docx

Services Agreement between ODNR and Contractor Name Legal Contract ID # ####-####

ODNR SERVICES AGREEMENT Comment by Reed, Brittnie: Guidance: Do not make any edits to this agreement, other than those areas where you are required to input text (red font). If you have other proposed edits, turn on Track Changes for Legal to review.

This Agreement (“Agreement”) is between the OHIO DEPARTMENT OF NATURAL RESOURCES, acting through its NAME OF DIVISION/OFFICE (“ODNR”), with offices located at 2045 Morse Road, Columbus, Ohio 43229, and NAME OF CONTRACTOR (UEI # ############) (“Contractor”) with offices located at Street Address, City, State ZIP.

Expenditures for this Agreement are partially or fully funded by federal funds. ODNR received a federal grant under the terms and conditions of a Name of the Federal Award grant, awarded through the Name of the Federal Awarding Agency. This grant was identified by Federal Award Identification Number (FAIN) ##############, which became effective on Effective Date, with a total award amount of $###,###,###.##, and an approved indirect rate of 0%. This grant was made under Assistance Listing Number ALN # ALN Title. Comment by Reed, Brittnie: Guidance: Change, as the case may be, and include if the de minimis rate is charged per section 200.414 indirect f&a costs.

The parties agree as follows:

I. NATURE OF AGREEMENT

A. Contractor shall be engaged as an independent contractor to fulfill the terms of this Agreement and to act as a contractor to ODNR. It is specifically understood that the nature of the services to be rendered under this Agreement are of such a nature that ODNR shall be the sole judge of the adequacy of such services.

B. ODNR enters into this Agreement in reliance upon Contractor’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and Contractor warrants that it does possess the necessary expertise and experience.

C. Contractor is solely responsible for fulfilling its obligations under this Agreement. ODNR shall not hire, supervise, or pay any assistants to Contractor, or provide any training to Contractor, to fulfill its obligations under this Agreement.

II. NOTICES

A. Except to the extent expressly provided otherwise herein, all notices, consents, and communications required hereunder (each, a “Notice”) shall be in writing and shall be deemed to have been properly given when: 1) hand delivered with delivery acknowledged in writing; 2) sent by U.S. Certified mail, return receipt requested, postage prepaid; 3) sent by overnight delivery service (Fed Ex, UPS, etc.) with receipt; or 4) sent by email. Notices shall be deemed given upon receipt thereof, and shall be sent to the addresses set forth below. Notwithstanding the foregoing, notices sent by email shall be effectively given only upon acknowledgement of receipt by the receiving party. Any party may change its address for receipt of Notices upon notice to the other party. If mail or overnight delivery cannot be made at any address designated for Notices, a Notice shall be deemed given on the date on which delivery at such address is attempted.

Contractor Contact:

Name Title Organization Address City State ZIP Phone # Email

ODNR Contact:

Name Title ODNR Division/Office Name Address City State ZIP Phone # Email

III. SCOPE OF WORK

A. Contractor shall perform the services (the “Work”) set forth in the attached Exhibit 1, Scope of Work, which is incorporated as part of this Agreement.

IV. TIME OF PERFORMANCE

A. This Agreement is effective as of the date it is signed by an authorized representative of ODNR (“Effective Date”).

B. The Work shall be commenced on or after the date of an approved purchase order.

C. The Work shall be concluded on or before Performance Completion Date (“Performance Completion Date”). As the current General Assembly cannot commit a future General Assembly to expenditures, this Agreement shall terminate no later than End Date of Current Biennium (“Termination Date”).

D. Upon mutual, written consent prior to the Termination Date, and subject to appropriation and the availability of funds, the parties may renew this Agreement on the same terms and conditions.

E. It is expressly agreed by the parties 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 Ohio Revised Code (“R.C.”) Sections 3517.13, 127.16, or R.C. Chapter 102.

V. COMPENSATION

A. ODNR shall pay Contractor no more than $###,###,###.## for the Work. These funds may/shall not be used for research and development.

B. The total amount due and its manner and schedule of payment shall be computed according to the cost schedule established in Exhibit 1, Scope of Work.

C. Contractor shall not be reimbursed for travel-related expenses incurred in the performance of the Work. Any travel that the Contractor requires to perform its obligations under this Agreement will be at the Contractor’s expense. Comment by Reed, Brittnie: Guidance: The default language does NOT include travel reimbursement.

Replace this paragraph with the following language if ODNR IS going to reimburse for travel:

“Contractor shall be reimbursed for reasonable travel-related expenses incurred in the performance of the Work, only with prior written approval from ODNR, in accordance with R.C. § 126.31 and Rule 126-1-02 of the Ohio Administrative Code.”

D. Contractor must receive a purchase order from ODNR prior to filling an order or performing any of the Work.

E. After Contractor receives a purchase order, Contractor shall submit an Insert Invoice Frequency (quarterly, monthly, etc.) invoice for the Work performed consistent with this Article V, Compensation. Each invoice shall contain an itemization of the Work performed, including dates the Work was performed and total hours worked, if required by Paragraph B, above, the location or address where the Work was performed, and the sum due at that time pursuant to this Agreement. All invoices shall contain Contractor's name and address and purchase order number. Invoices shall be submitted to the office of Financial Shared Services via email to invoices@ohio.gov or by mail to Financial Shared Services, P. O. Box 182880, Columbus, Ohio 43218-2880. After receipt and approval by ODNR of a proper invoice, as defined in R.C. § 125.01(B), payment will be made pursuant to R.C. § 126.30. Incomplete or improper invoices may be returned unprocessed, delaying payment. Comment by Reed, Brittnie: Guidance: If no preference on frequency of invoice, delete this text.

F. If any customer of Contractor negotiates a lower fee structure for the Work or comparable services Contractor shall promptly notify ODNR and shall extend the lower negotiated rate to ODNR retroactively to the first date the lower rate was offered to another customer.

VI. CERTIFICATION OF FUNDS / NON-APPROPRIATION

A. Performance by ODNR under this Agreement may be dependent upon the appropriation of funds by the Ohio General Assembly and the availability of funds from a federal funding source. Therefore, in accordance with R.C. § 126.07, it is understood that ODNR’s payments are contingent on the availability of such lawful appropriations by the Ohio General Assembly, and if federal funds are used, the availability of such funds from the federal funding source. If either the Ohio General Assembly or the federal funding source fails at any time to continue funding for the payments due hereunder, this Agreement is hereby terminated as of the date that the funding expires without further obligation of ODNR.

VII. TERMINATION OF CONTRACTOR’S SERVICES

A. ODNR may, at any time prior to completion of the Work, suspend or terminate this Agreement for cause or convenience by giving written notice to Contractor.

B. If the Work includes divisible services, ODNR may, at any time prior to completion of the Work, by giving written notice to Contractor, suspend or terminate any one or more such portions of the Work.

C. Contractor, upon receipt of 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, take all necessary or appropriate steps to limit disbursements and minimize costs, and, if requested by ODNR, furnish a report, as of the date Contractor receives notice of suspension or termination, describing the status of all Work, including, without limitation, results, conclusions resulting therefrom, and any other matters ODNR requires.

D. If this Agreement is terminated without cause, Contractor shall be paid for services rendered up to the date Contractor receives notice of suspension or termination, less any payments previously made, provided Contractor has supported such payments with detailed factual data containing Work performed and hours worked. In the event of suspension or termination, any payments made by ODNR for which Contractor has not rendered services shall be refunded.

E. If this Agreement is terminated for cause as the result of the Contractor committing a material breach of the Agreement, the Contractor shall not be entitled to further payment. If the unpaid balance of the amount identified in paragraph V.A. above is exceeded by the costs of finishing the Work and other damages incurred by ODNR and not expressly waived, the Contractor shall immediately pay the amount of the insufficiency to ODNR. This obligation for payment shall survive termination of this Agreement.

F. If this Agreement is terminated prior to completion of the Work, Contractor shall deliver to ODNR all work products and documents which have been prepared by Contractor in the course of performing the Work. All such materials shall become and remain the property of ODNR, to be used in such manner and for such purpose as ODNR may choose.

G. Contractor agrees to waive any right to, and shall make no claim for, additional compensation against ODNR by reason of any suspension or termination.

H. Contractor may terminate this Agreement upon ninety (90) days’ prior written notice to ODNR.

VIII. RELATIONSHIP OF PARTIES

A. Contractor shall be responsible for all of its own business expenses, including, but not limited to, computers, email and internet access, software, phone service, and office space. Contractor will also be responsible for all licenses, permits, employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any, unless payment for any such item is specifically provided for herein or in the purchase order.

B. While Contractor shall be required to render services described hereunder for ODNR during the term of this Agreement, nothing herein shall be construed to imply, by reason of Contractor’s engagement hereunder as an independent contractor, that ODNR shall have, or may exercise, any right of control over Contractor with regard to the manner or method of Contractor’s performance of services hereunder.

C. Except as expressly provided herein, neither party shall have the right to bind or obligate the other party in any manner without the other party’s prior written consent.

D. It is fully understood and agreed that Contractor is an independent contractor and neither Contractor nor its personnel shall at any time, or for any purpose, be considered as agents, servants, or employees of ODNR or the State of Ohio.

E. Any employees or subcontractors of Contractor working either onsite at any ODNR location, or via remote access to any ODNR information system, shall be subject to a background check conducted by or on behalf of ODNR. Such a background check may include criminal records relevant to the Work being performed, tax records, driving records, and verification of academic credentials or degrees. ODNR may also require drug testing or field investigation of certain employees of the Contractor or its subcontractors, if ODNR, in its sole discretion, believes such action is necessary. ODNR reserves the right to refuse access to the job site or the information system at any time if ODNR determines in its discretion that Contractor’s employee or subcontractor presents a potential security threat at any time during the completion of the Work.

IX. RECORD KEEPING

A. During performance of this Agreement and for a period of three (3) years after its completion, Contractor shall maintain auditable records of all charges pertaining to this Agreement and shall make such records available to ODNR as ODNR may reasonably require.

B. Contractor shall, for the purpose of compliance with R.C. § 145.036, provide ODNR with a list of all individuals who will provide services under this Agreement, but only if Contractor has no more than four employees.

X. RELATED AGREEMENTS

A. All Work is to be performed by Contractor, who may subcontract without ODNR’s approval for the purchase of articles, supplies, components, or services that do not encompass the totality of the Work described in Exhibit 1, Scope of Work, but which are required for satisfactory completion of the Work.

1. Contractor shall not enter into subcontracts related to the Work without prior written approval by ODNR. All subcontracted work shall be at Contractor’s expense.

2. Contractor shall furnish to ODNR a list of all subcontractors, their addresses, tax identification numbers, and the dollar amount of each subcontract.

B. Contractor shall bind its subcontractors to the terms of this Agreement, so far as applicable to the work of the subcontractor and shall not agree to any provision which seeks to bind ODNR to terms inconsistent with, or at variance from, this Agreement.

C. Contractor warrants that it has not entered into, nor shall it enter into, other agreements, without prior written approval of ODNR, to perform substantially identical work for the State of Ohio such that the Work duplicates the work called for by the other agreements.

XI. RIGHTS IN DATA AND COPYRIGHTS / PUBLIC USE

A. ODNR 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 Agreement. No such documents or other materials produced (in whole or in part) with funds provided to Contractor by ODNR shall be subject to copyright by Contractor in the United States or any other country. If Contractor has reason to believe that use of a specified item is subject to patent or copyright protection, Contractor shall immediately notify ODNR.

B. Contractor agrees that all original works created under this Agreement shall be made freely available to the general public to the extent permitted or required by law until and unless specified otherwise by ODNR. Any requests for distribution received by Contractor shall be promptly referred to ODNR.

XII. CONFIDENTIALITY

A. Contractor shall not discuss or disclose any Confidential Information, defined in Exhibit 2, obtained pursuant to its obligations under this Agreement without the prior written consent of ODNR.

B. Contractor acknowledges that this Agreement is subject to the requirements, conditions, and restrictions set forth in IRS Publication 1075 (the “Publication”). The IRS may from time-to-time revise, amend, or replace the Publication, which is available online at: (http://www.irs.gov/pub/irs-pdf/p1075.pdf). The terms set forth in the attached Exhibit 3 are fully incorporated as part of this Agreement.

C. The Contractor agrees not to use advertising, news releases, sales promotions, or other publicity matters relating to any product or service furnished by the Contractor wherein ODNR’s name is mentioned, or language used from which a connection with ODNR may be reasonably inferred, without the prior written consent of ODNR.

D. Any obligations under this Agreement regarding confidentiality are subject to applicable law, including the Ohio Public Records Act set forth in R.C. Chapter 149. The disclosure of records by ODNR pursuant to the Ohio Public Records Act shall not be a breach of this Agreement and shall not constitute a waiver of Contractor’s obligations under this Article XII as to any records disclosed pursuant to a request for public records. Contractor shall clearly identify any information or data that it deems Confidential or Proprietary. If ODNR receives a public records request for records that contain Confidential or Proprietary information, ODNR shall provide notice to Contractor, and Contractor shall provide ODNR with redacted copies of any such records, redacting only those specific portions of any record that are Confidential or Proprietary. Contractor may, at its sole discretion and expense, seek a judicial order preventing disclosure of such information.

XIII. WARRANTY

A. Contractor warrants and represents that each of its employees, subcontractors, and agents assigned to perform any services under the terms of this Agreement shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, so as to be able to perform in a competent and professional manner consistent with the degree of quality, skill, and care ordinarily exercised by members of the same profession practicing under similar circumstances and providing services of a similar nature. Contractor further warrants that the services provided hereunder will conform to the requirements of this Agreement. All warranties, including any special warranties specified elsewhere herein and implied warranties, shall inure to the State of Ohio through the Ohio Department of Natural Resources.

XIV. LIABILITY

A. Contractor agrees to indemnify and hold ODNR 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, directors, officers, employees, subcontractors, suppliers, agents, partners, and joint venturers while acting under this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime or employment matters, and any claims involving patents, copyrights, and trademarks.

B. Contractor shall bear all costs associated with defending ODNR and the State of Ohio against any claims.

C. No party shall be liable to the other party for special damages, which includes lost profits.

D. If the Work to be performed in accordance with this Agreement is for the construction, repair, or maintenance of a public improvement, before commencing the performance of the Work, Contractor shall obtain and maintain, from a surety licensed to do business in the State of Ohio, a performance bond in the form set forth in R.C.§ 153.57 in an amount equal to or greater than the total payments to be made pursuant to this Agreement.

E. Contractor must maintain the insurance coverage identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor’s or its subcontractor’s performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried out by the State; (c) be provided by a company with an A.M. Best rating of “A” or better, and a financial size of VII or better; and (d) be endorsed to provide ODNR with a 30-day prior written notice of cancellation or material change to the policy.

INSURANCE REQUIREMENTS

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $2,000,000 Aggregate $2,000,000 Products/Completed Operations $100,000 Fire Legal Liability $10,000 Medical Payments $1,200,000 General Aggregate

Policy must cover bodily injury, personal injury, wrongful death, and property damage. Defense cost shall be outside of the policy limits. Policy shall designate “the State of Ohio, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds. Policy shall be endorsed to include a blanket waiver of subrogation.

Commercial Automobile Liability Insurance

Minimum Limits:

Combined single limit of $1,000,000

Workers’ Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities

Employer’s Liability Insurance

Minimum Limits:

$1,000,000 Accident Limit Each Occurrence $1,000,000 Disease Limit Each Employee $1,000,000 Disease Policy Limit

Cyber Liability Insurance

Minimum Limits:

$2,000,000 Per Claim $2,000,000 Aggregate

1. Where applicable, professional liability insurance covering all staff with a minimum limit of $1,000,000 per occurrence and $2,000,000 aggregate. If the Contractor’s policy is written on a “claims made” basis, the Contractor shall provide ODNR with proof of continuous coverage at the time the policy is renewed. If for any reason the policy expires, or coverage is terminated, the Contractor must purchase and maintain “tail” coverage through the applicable statute of limitations. Comment by Author: Guidance: These amounts are subject to revision, depending on the nature of the services and amount of contract.

2. Where applicable, builder’s risk insurance covering the Work with a minimum limit equal to the compensation for the Work as set forth in Article IV.

3. Certificates for Workers’ Compensation and proof of insurance must be provided to ODNR. The certificate(s) must be in a form that is reasonably satisfactory to ODNR as to the contents of the policies and the quality of the insurance carriers. If Contractor is a sole proprietor, partnership, or has no statutory requirement for workers’ compensation, Contractor must provide a letter stating that it is exempt and agreeing to hold ODNR and the State of Ohio harmless from loss or liability for such.

F. Contractor shall pay all deductibles, or self-insured retentions, or both, contained in the Contractor’s policies of insurance required or provided in connection with the Agreement. ODNR reserves the right to approve or reject all levels of self-insured retention, captive insurance programs, or other alternative risk financing the Contractor may use to comply with any insurance requirement.

G. Contractor may use Umbrella or excess commercial liability policies in combination with primary policies to satisfy the limit requirements above. Such umbrella or excess commercial liability policies must apply without any gaps in the limits of coverage and be at least as broad as and follow the form of the underlying primary coverage required above.

H. Contractor must provide ODNR with written notice of cancellation or material change to any insurance policy required above as soon as possible and must use best efforts to notify ODNR at least 30 days in advance of such cancellation or material change, except for non-payment cancellation. Material change shall be defined as any change to the insurance limits, terms, or conditions that would limit or alter ODNR’s available recovery under any of the policies required above. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

I. The insurance obligations under this Agreement shall be the minimum insurance coverage requirements and/or limits shown in this Agreement. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to ODNR. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement.

J. Pursuant to R.C. § 2743.02(D), all applicable insurance or other means of recovery shall apply to any claim arising from the Contractor’s activities relating to this Contract on a primary basis. The insurance or self-insurance maintained by ODNR shall not contribute to claims made due to the Contractor’s negligence, errors, or omissions. No subrogation demands shall be made against ODNR, except where there is negligence on the part of ODNR, and any such demands shall be reduced by all collateral recovery sources available to or received by the claimant.

K. To the fullest extent permitted by applicable law, Contractor waives all rights against ONDR and its agents and employees for damages to the extent covered by any insurance, except rights to the proceeds of that insurance. All policies shall accomplish the waiver of subrogation by endorsement or otherwise.

L. Contractor hereby grants to ODNR a waiver of any right to subrogation which any insurer of said Contractor may acquire against ODNR by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not ODNR has received a waiver of subrogation endorsement from the insurer.

XV. ANTITRUST ASSIGNMENT

A. Contractor assigns to ODNR all state and federal antitrust claims and causes of action that relate to all goods and services provided for in this Agreement.

XVI. CONTRACTOR’S STATUTORY OBLIGATIONS

A. PREVAILING WAGES. Contractor shall comply with the prevailing wage requirements described under R.C. Chapter 4115 that include, without limitation, the requirements described under this section. The Contractor shall: Comment by Reed, Brittnie: Guidance: Do not delete this paragraph. This paragraph is subject to review by Legal and may be removed by the attorney if not applicable.

1. Pay to laborers and mechanics performing the Work the prevailing wage rates of the Project locality, as determined by the Ohio Department of Commerce, Wage and Hour Bureau;

2. Post in a prominent place readily accessible to all workers on the site, a legible listing of the current classifications of laborers, workers, and mechanics employed under this Agreement;

3. Ensure that the rates posted are current and remain posted in legible condition during the period of this Agreement; and not be entitled to an increase in compensation on account of an increase in prevailing wage rates, except as otherwise provided by applicable law.

The Contractor may access the Ohio Department of Commerce, Wage & Hour Bureau at its website, https://wagehour.com.ohio.gov/w3/webwh.nsf/wrlogin/?openform, to obtain current wage rates.

B. DAVIS-BACON ACT. Contractor shall fully comply with the provisions of the Davis-Bacon Act, as amended (40 U.S.C. 3141–3144, 3146, 3147; 42 U.S.C. 3212), its implementing regulations at 29 CFR 5, and the applicable wages set forth in the Wage Determination provided to Contractor. The contract provisions required by 29 CFR 5.5 are attached hereto as Exhibit 4 for reference. Comment by Reed, Brittnie: Guidance: Do not delete this paragraph. This paragraph is subject to review by Legal and may be removed by the attorney if not applicable. Comment by Reed, Brittnie: Guidance for Attorney: This paragraph is tied to language in Exhibit 4. Either delete both or keep both.

2 CFR 200 Appendix II (D): “When required by Federal program legislation, all prime construction contracts in excess of $ 2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.”

C. COMPLIANCE WITH LAWS. Contractor, in the execution of its duties and obligations under this Agreement, agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances.

D. 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 permitted subcontractors purchase, transfer, use, or possess illegal drugs or alcohol, or abuse prescription drugs in any way while engaged in the Work provided for in this Agreement.

E. NONDISCRIMINATION IN EMPLOYMENT. Pursuant to R.C. § 125.111 and ODNR policy, Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor, shall not discriminate, by reason of race, color, religion, sex, sexual orientation, age, disability, military status as defined in R.C. § 4112.01, national origin, or ancestry against any citizen of this state in the employment of any person qualified and available to perform the activities. Contractor further agrees that any subcontractor, and any person acting on behalf of Contractor or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of the activities on account of race, color, religion, sex, sexual orientation, age, disability, military status, national origin, or ancestry.

Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, age, sex, sexual orientation, handicap, or any disability. Contractor shall cooperate with the state Equal Employment Opportunity Coordinator, with any other official or agency of the state or federal Government which seeks to eliminate unlawful employment discrimination, and with all other state and federal efforts to assure equal employment practices under the Agreement, and Contractor shall comply promptly with all requests and directions from the State of Ohio or any of its officials and agencies in this regard.

If this Agreement is a “federally assisted construction contract” as that term is defined in 41 CFR Part 60-1.3, Contractor shall also comply with the provisions attached hereto as Exhibit 4. Comment by Reed, Brittnie: Guidance: Do not delete this paragraph. This paragraph is subject to review by Legal and may be removed by the attorney if not applicable. Comment by Reed, Brittnie: Guidance for Attorney: Either delete this paragraph if not applicable, or keep it and the corresponding language in Exhibit 4 below.

F. USE OF MBE AND EDGE VENDORS. R.C. § 125.081 requires state agencies to set aside purchases for Minority Business Enterprises (“MBE”) and R.C. § 122.92 requires the Department of Development, through the adoption of rules, to establish agency goals for contracting with Encouraging Diversity, Growth and Equity (“EDGE”) businesses which will be applied at the contract level. ODNR encourages Contractor to purchase goods and services from Ohio-certified MBE and EDGE vendors.

G. CONFLICTS OF INTEREST. No personnel of Contractor who exercise any functions or responsibilities in connection with the review or approval of this Agreement or carrying out of any of the Work shall, prior to the completion of the Work, voluntarily acquire any personal interest, direct or indirect, that is incompatible or in conflict with the discharge and fulfillment of their functions and responsibilities with respect to the carrying out of the Work. Any such person who acquires, whether voluntarily or involuntarily, an incompatible or conflicting personal interest on or after the effective date of this Agreement shall immediately disclose their interest to ODNR in writing. Thereafter, they shall not participate in any action affecting the Work, unless ODNR shall determine in its sole discretion that, considering the personal interest disclosed, their participation in any such action would not be contrary to the public interest.

H. INDEPENDENT CONTRACTOR. Contractor is an independent contractor and neither Contractor nor its personnel shall at any time, or for any purpose, be considered as agents, servants, or employees of ODNR or the State of Ohio. As such, no contributions will be made on behalf of the Contractor to the public employees retirement system for these services. Contractor shall have any individual performing services under this Agreement complete and submit the OPERS Non-Member Acknowledgment form to ODNR, 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’s failure to complete and submit said form at the time Contractor executes this Agreement shall serve as Contractor’s certification that Contractor is a “business entity” as that term is defined in R.C. § 145.037. Comment by Reed, Brittnie: Guidance: Your division/office is responsible for ensuring that a copy of this form is provided to the Contractor to fill out, sign, and return to ODNR if it applies to them. The completed form must be submitted by ODNR to OPERS within thirty (30) days of work commencing. See Legal’s guidance on intranet.

XVII. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

A. ETHICS COMPLIANCE. Contractor represents and warrants that it: (i) has reviewed and understands the Ohio ethics and conflict of interest laws as found in R.C. Chapter 102 and in R.C. §§ 2921.42 and 2921.43, and (ii) will take no action inconsistent with those laws. The Contractor understands that failure to comply with Ohio’s ethics and conflict of interest laws in grounds for termination of this Agreement and may result in the loss of other contracts or grants with the State of Ohio.

B. QUALIFICATIONS TO DO BUSINESS. Contractor represents and warrants that it has all of the registrations, approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If Contractor becomes disqualified from conducting business in the state of Ohio for any reason at any time during the term of this Agreement, Contractor will immediately notify ODNR in writing and will immediately cease performance of the Work.

C. CAMPAIGN CONTRIBUTIONS. Unless this Agreement was solicited by competitive bid pursuant to R.C. § 125.07, Contractor hereby represents and warrants that all applicable parties are in full compliance with R.C. § 3517.13.

D. FINDINGS FOR RECOVERY. Contractor represents and warrants that it is not subject to an “unresolved” finding for recovery under R.C. § 9.24.

E. STATE OF OHIO DEBARMENT. Contractor represents and warrants that it is not debarred from consideration for contract awards by the Director of the Department of Administrative Services, pursuant to either R.C. §§ 153.02 or 125.25.

F. FEDERAL GOVERNMENT DEBARMENT AND SUSPENSION. Should a federal government or entity provide a source or the entire source of funding and payment for this Agreement, this section applies. Contractor represents and warrants that it is not debarred from consideration for contract awards under 2 CFR 180. If, for any reason, the Contractor and/or any of its principals becomes disqualified from conducting business in the United States during the term of this Agreement, or if Contractor and/or any of its principals becomes subject to any reportable event outlined in Section 872 of Public Law 110-417 (41 U.S.C. 2313), Contractor shall both immediately notify ODNR in writing and cease performance of work. Failure to provide such notice in a timely fashion as required by the federal funding authority shall void this Agreement and may be sufficient cause for the State or the federal funding agency to debar the Contractor from future state contracting opportunities as may be permitted by state or federal law, guidance for which is provided at 2 CFR Sections 180 and 200.212.

G. EXPENDITURES OF PUBLIC FUNDS ON OFFSHORE SERVICES. Contractor affirms to have read and understands Executive Order 2019-12D issued by Ohio Governor Mike DeWine. Contractor shall perform no services required under this Agreement or locate State data in any way outside of the United States.

Contractor also affirms that it has read, and understands, Executive Order 2022-02D issued by Ohio Governor Mike DeWine. Contractor has signed and completed the Standard Affirmation and Disclosure Form and shall perform no services in Russia, locate State data in Russia in any way, or purchase from or invest in Russian institutions or companies.

H. BOYCOTTING. Pursuant to R.C. § 9.76, Contractor hereby represents and warrants that it is not boycotting any jurisdiction with whom the State of Ohio can participate in open trade, including the nation of Israel, and will not do so during the term of this Agreement.

I. REPAYMENT. If the representations and warranties in this Article XVII are found to be false, this Agreement is void ab initio and Contractor shall immediately repay to ODNR any funds paid under this Agreement.

J. USE OF STATE-PROVIDED INFORMATION TECHNOLOGY RESOURCES. Contractor must comply with State of Ohio Administrative Policy No. IT-04, “Use of Internet, E-mail, and Other IT Resources” (IT-04 Use of Internet, E-mail and Other IT Resources | Department of Administrative Services), as well as any associated ODNR policies, prior to gaining access to statewide and ODNR IT Resources.

K. ACCESSIBILITY REQUIREMENTS. If applicable, Contractor warrants that it will comply with federal and state disabilities laws and regulations and also warrants that the Work provided under this Agreement conforms to the applicable accessibility requirements of WCAG 2.1 Level AA or the most current version (the “Accessibility Standards”), Section 508 of the Rehabilitation Act of 1973, and the Americans with Disabilities Act. The Contractor must promptly respond to and resolve any complaint regarding accessibility of its products and services. If at any time, the Work provided under this Agreement does not fully conform to the Accessibility Standards, the Contractor must immediately notify ODNR in writing of the nonconformance and provide to ODNR a plan to achieve conformance with the Accessibility Standards, including an intended timeline for conformance. The Contractor further agrees to indemnify and hold harmless ODNR from any claims or damages arising out of Contractor’s failure to comply with the requirements of this paragraph. Failure to comply with these requirements will constitute a material breach of this Agreement for which ODNR may terminate this Agreement. Comment by Reed, Brittnie: Guidance: Do not delete this paragraph. This paragraph is subject to review by Legal and may be removed by the attorney if not applicable.

L. PROCUREMENT OF RECOVERED MATERIALS. Contractor must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. Simplified Acquisition Threshold. Contracts for more than the simplified acquisition threshold currently set at $ 250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.” 2 CFR PART 200 APPENDIX II Comment by Reed, Brittnie: Guidance: Does this contract expend $250,000 or more? If so, leave this paragraph in for Legal to review/draft. If not, remove this paragraph.

N. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." 2 CFR PART 200 APPENDIX II Comment by Reed, Brittnie: Guidance: Is this contract a federally-assisted construction contract? If so, leave this paragraph in for Legal to review/draft. If not, remove this paragraph.

O. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $ 2,000 awarded by non-federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. 2 CFR PART 200 APPENDIX II Comment by Reed, Brittnie: Guidance: Is this contract a prime construction contract in excess of $2,000? If so, leave this paragraph in for Legal to review/draft. If not, remove this paragraph.

P. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $ 100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 2 CFR PART 200 APPENDIX II Comment by Reed, Brittnie: Guidance: Does this contract expend $100,000 or more and involve the employment of mechanics or laborers? If so, leave this paragraph in for Legal to review/draft. If not, remove this paragraph.

Q. Experimental, Developmental, or Research Work. The recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 2 CFR PART 200 APPENDIX II Comment by Reed, Brittnie: Guidance: Is this contract with a small business firm or nonprofit and ODNR desire to provide for the substitution of parties, assignment, or performance of experimental, developmental, or research work? If so, leave this paragraph in for Legal to review/draft. If not, remove this paragraph.

R. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $ 150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 2 CFR PART 200 APPENDIX II Comment by Reed, Brittnie: Guidance: Does this contract expend $150,000 or more? If so, leave this paragraph in for Legal to review/draft. If not, remove this paragraph.

S. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $ 100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 2 CFR PART 200 APPENDIX II Comment by Reed, Brittnie: Guidance: Does this contract expend $100,000 or more? If so, leave this paragraph in for Legal to review/draft. If not, remove this paragraph.

XVIII. MISCELLANEOUS

A. CONTROLLING LAW. This Agreement and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the state of Ohio. Contractor consents to jurisdiction in a court of proper jurisdiction in Franklin County, Ohio.

B. WAIVER. A waiver by any party of any breach or default by the other party under this Agreement shall not constitute a continuing waiver by such party of any subsequent act in breach of or in default hereunder.

C. SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights, duties, or obligations hereunder may be assigned or transferred in whole or in part by Contractor, without the prior written consent of ODNR.

D. CONFLICT. In the event of any conflict between the terms and provisions of the body of this Agreement and any exhibit hereto, the terms and provisions of the body of this Agreement shall control.

E. HEADINGS. The headings in this Agreement have been inserted for convenient reference only and shall not be considered in any questions of interpretation or construction of this Agreement.

F. SEVERABILITY. The provisions of this Agreement are severable and independent, and if any such provision shall be determined to be unenforceable in whole or in part, the remaining provisions and any partially enforceable provision shall, to the extent enforceable in any jurisdiction, nevertheless be binding and enforceable.

G. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto and shall not be modified, amended, or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto.