SPR-39.pdf

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD

COLUMBUS, OHIO 43228-1395

TO: DEPARTMENT OF ADMINISTRATIVE SERVICES, GENERAL SERVICES DIVISION,

OFFICE OF PROCUREMENT SERVICES, COLUMBUS, OHIO 43228-1395

FROM: KATHLEEN C. MADDEN, DIRECTOR, DEPARTMENT OF ADMINISTRATIVE SERVICES

SUBJECT: TERM CONTRACT - BID CONTRACT NUMBER SRC0000056416 (11/20/2025)

OhioBuys Contract number: CTR035196

TERM CONTRACT

Printing Term Contract, Category 39

Disability Parking Placards

CONTRACTOR: Imageworks Manufacturing Inc.

49 South Street Park Forest, IL 60466 Vendor I.D.: 228967-1 Contact: Gina Miguel Phone: 847-594-4254 Email: gina@bordendecal.com

DURATION: This contract shall cover the state’s requirements from March 1, 2026 through February 29, 2028.

ESTIMATED REQUIREMENTS: $235,440.00 (More or Less)

The state does not obligate itself to purchase full quantities indicated, but the full discount offered must be allowed should the purchases be less. The state’s requirements may exceed the quantities shown and the contractor shall be required to furnish all requirements as shown on the order dated during the life of the contract. Further, as determined by DAS, State Printing, the state reserves the right to issue special bids for large or unusual requirements.

CONDITIONS OF COMPETITIVE SEALED BID SRC0000056416 BECOMES A PART OF THIS CONTRACT:

All conditions and specifications set forth in Bid Number SRC0000056416, dated November 20, 2025 and the Term Printing Contract Terms and Conditions, are included in and become a part of this contract.

“Any breech of this sales contract and all provisions thereof, are governed by the laws of the State of Ohio.”

Kathleen C. Madden, Director Department of Administrative Services mailto:gina@bordendecal.com

STATE PRINTING TERM CONTRACT SPR-39

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1. SCOPE OF CONTRACT: Printing under Category 39, includes the Ohio Department of Public Safety’s requirements for quantities of Disability Parking Placards.

I. General Specifications are presented herein for a two-sided removable windshield placard for issuance by the Ohio Bureau of Motor

Vehicles to eligible applicants with disabilities. These placards authorizing parking in reserved spaces will be displayed on the front windshield rearview mirror of enclosed vehicles and in a prominent location on non-enclosed vehicles. The Standard Permanent Placard (with expiration dates), BMV 4859 and the Permanent Placard (with no expiration date) BMV 4861 will have a blue background color. The Temporary Placard, BMV 4860 with a red background and the notation “TEMPORARY.”

Approximate annual usage for the Standard Permanent Placard (with expiration dates) BMV 4859 is 350,00 to 425,000;

approximate annual usage for the Temporary Placard BMV 4860 is 30,000 – 35,000 and the approximate annual usage for the Permanent Placard (with no expiration date) BMV 4861 is 120,000. The Standard Permanent Placard (with expiration dates) is ordered approximately two times a year in quantities of 150,000 – 250,000; the Temporary Placard is ordered approximately two times a year in quantities of 15,000 – 20,000. The Permanent Placard (with no expiration date) is ordered one time a year in a quantity of approximately 120,000.

The individual issuing the Standard Permanent Placard (with expiration dates) and Temporary Placards shall use a hole punch to punch out the month and year which indicates the expiration time frame.

II. Design and Size The design and size of the parking placard was established by the Federal Government to implement a uniform system for parking for persons with disabilities. The proposed size of 3” W x 9-1/2” L presented in the Federal Register Rules and Regulations (March 11, 1991) was subsequently modified through the AAMVA to the size of 3-1/2” W x 9” L, to be compatible with a standard number ten mailing envelope and to accommodate seven (7) one-inch high characters in the series number.

The placard design has a slot near the top of the placard to permit the removable placard to be hung hanger style from the windshield rearview mirror.

III. Material and Color Placards shall meet or exceed these requirements:

Material – Polyethylene Virgin Corona treated plastic 0.023 gauge (0.0313” + 0.003”). PolyPrime 23 mil polyethylene Placard Background Color:

Standard Permanent Placard (BMV 4859) and Permanent Placard (BMV 4861) – PMS 286C Blue silk screen only Temporary Placard (BMV4860) - PMS 186C Red silk screen only

The polyethylene plastic material will be constructed to allow the BMV to punch out the year and month on the Standard

Permanent Placard (with expiration dates) and Temporary placards.

IV. Durability The Standard Permanent Placard (with expiration dates) will be in service use up to five years. The Temporary Placards will be in service use up to six months. The Permanent Placard (with no expiration date) will be in service indefinitely. The placards shall be protected against fading in sunlight by use of a built-in ultra violet inhibitor. The placards shall not crack blister, tear or the printed information become illegible at temperatures between minus 10 degrees F to plus 150 degrees F under normal service use.

V. Printing The parking placards shall be screen printed and individually serial numbered on both sides. Printing above the individual serial numbers on the placards shall be in reverse print on white. The form number/revision date shall be regular print, not reversed. The Standard Permanent Placards (with expiration dates) and Permanent Placards (with no expiration dates) are printed PMS 286C Blue with black ink for the individual serial numbering. The Temporary Placards shall be PMS 186C Red with black ink for the individual serial numbering. The individual serial numbers for each placard shall be black. The sequential serial numbers shall be printed near the bottom of the placards, above the form number/revision date. The serial numbers shall be seven (7) characters in a sequence of one numeric character, one alpha character and five numeric characters (2A22222 format). The serial numbers and revision dates will be specified on the quote sheet/printing order. Each time the Standard Permanent Placards (with expiration dates) and Temporary Placards are printed, the years printed on the Placard should reflect at least 5 years beyond the current year.

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No overages or underage will be permitted. The serial numbers shall not be duplicated or have skips in the series range. The order will not be accepted with any missing serial numbers. The size of the symbol and characters on the placards will be the following:

SYMBOL/Character HEIGHT-INCHES STROKE-INCHES

Wheelchair Symbol 3 ¼ (Head ½”) Important: Remove Before Driving Vehicle

5/32 1/32

OHIO ½ 1/8

Expires 5/32 1/32 Series Characters 1 1/8 (approx.)

BMV NUMBER/DATE 3/32 1/64 (approx.

VI. Proofs The vendor shall submit production proofs to the Ohio Department of Public Safety, Printing Services Section, Shipley

Building, 1970 W. Broad St., Columbus, Ohio 43223-1102 for approval. If any changes are necessary, a second proof will be requested. No production runs shall occur until the proof has been approved.

VII. Packaging Before packaging, to prevent placards sticking together, the vendor shall allow sufficient time for the placards to dry.

Stretch Wrapped Packs The placards shall be packaged sequentially in a stretch wrapped pack in a quantity of 25 per pack except the last package of each numbered series will be packaged 24 per pack. The numbered placards shall be in sequence with the highest number on the bottom and the lowest on top. A label shall be affixed to each pack detailing the serial number range it contains, the associated Printing Order Number, BMV Form Number, Revision Date, Item Description, Item Code, and Quantity.

Cartons A total of 20 stretch wrapped packs shall be placed in a cardboard carton, with the highest number on the bottom and the lowest on the top, in such a manner as to allow working the packages horizontally layer by layer top to bottom. A label shall be affixed to each carton detailing the serial number range it contains, the associated Printing Order Number, BMV Number, Revision Date, Item Description, Item Code, and Quantity.

Shipping labels placed on cartons by the vendor shall not include words such as To, From, Consignee, etc., that indicate direction of shipment or the vendor identification or vendor's address. Omission of these words from the shipment labels will facilitate the BMV's preparation of carton shipments to the Deputy Registrar agencies. Furthermore, if the vendor includes the address of the Consignee on the label it shall consist only of the words "Ohio Bureau of Motor Vehicles" with no street address.

Pallet Cartons shall be shipped on and securely fastened to a four-way 40” x 48” pallet by using shrink wrap or stretch film. The maximum pallet height cannot exceed fifty- seven inches (57”) as measured from the bottom of the pallet. The maximum pallet load cannot exceed 5,200 lbs. in weight. The cartons of placards shall be stacked on the pallets in numerical sequence with highest number on the bottom and the lowest on top, in such a manner as to allow working the cartons horizontally layer by layer from top to bottom.

VIII. Delivery The placards shall be delivered to the Lebanon Correctional Institution, ATTN: OPI Distribution, Nathan Martin, 3791 State

Route 63, Lebanon, Ohio 45036. Deliveries will be accepted Monday through Friday, between the hours of 7:30 a.m. to 11:30 a.m. and 12:30 p.m. to 3:00 p.m. No deliveries on State holidays, Saturdays and Sundays.

2. PLACEMENT OF PRINTING ORDERS: Purchase orders for any item(s) listed in this contract, awarded pursuant to this ITB, will be placed directly with the selected vendor by Ohio Department of Public Safety. Orders placed by any other state agency shall not be acceptable. Ohio Department of Public Safety will email orders with number series and new artwork to the vendor. Within 48 hours after receipt of order, the contractor must notify Ohio Department of Public Safety of any discrepancies within the printing specifications. No order shall specify delivery to exceed thirty (30) days beyond the expiration and/or cancellation date of the contract.

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3. PRODUCTION SAMPLE: A production sample must be provided for each order.

4. DELIVERY SCHEDULES: Deliveries under this contract shall be made within ninety (90) calendar days after receipt of the order and all materials necessary to begin work on each order of printing. The contractor shall be responsible for picking up orders and the pickup and delivery of proofs. Proofs shall be rendered in blue line or equal. Proofs may be held by the state for three (3) working days. If printer's errors on proofs are serious enough to require revised proofs, the additional proof(s) may be held by the state for three (3) working days, but no additional time will be allowed in the schedule for making and checking such revised proofs. DAS, Print Procurement may, if requested by the contractor, extend the delivery schedule under this contract for any order requiring an exceptional amount of artwork.

5. PREPARATORY WORK: All artwork accomplished by the contractor under this contract shall be billed at $100.00 per hour. Any portion of an hour billed by the contractor for artwork shall be billed at fifteen (15) minute increments at a price of $25.00 for each fifteen (15) minute increment. Each order will indicate the estimated time allotted for artwork. If artwork time is not indicated on the initial order request, the contractor will advise DAS, Print Procurement of the required artwork time. This notification shall be within forty-eight (48) hours after contractor’s receipt of the order and materials. The contractor shall receive approval from DAS, Print Procurement for all artwork time prior to proceeding with the order. If additional artwork time is found to be necessary before or during production, the contractor shall provide DAS with a request for additional artwork time prior to performing any additional work. Artwork time shall not be paid beyond the amount approved by DAS, Print Procurement. Artwork, for the purpose of this contract, includes author’s alterations, second and subsequent laser and color proofs and electronic media. When a disk is furnished to the contractor the hourly rate for art time shall include pre-flight, ripping process, camera/film, stripping, registration and all materials and services needed to make the plate.

6. SAMPLES: No sample available.

7. SCHEDULE OF PRICES: The following evaluation units of production are estimations to produce two year's requirements under this contract. These units do not constitute, nor are they to be construed as a guarantee of the volume of work which may be ordered for a like period of time. Orders are normally placed twice annually for the placards.

ITEM # DESCRIPTION ESTIMATED UNIT / PRICE

USAGE PER EACH

ITEM 1: BMV 4859 Standard Permanent Placard (with expiration date) 775,000 $0.218

ITEM 2: BMV 4860 Temporary Placard 65,000 $0.218

ITEM 3: BMV 4861 Permanent Placard (no expiration date) 240,000 $0.218

SPECIAL TERMS AND CONDITIONS

AMENDMENTS 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.

1. FIXED PRICE WITH ECONOMIC ADJUSTMENT

The contract prices(s) will remain firm for the first twelve (12) months duration of the contract. Thereafter, the Contractor may submit a request to increase their price(s) to be effective thirty (30) calendar days after acceptance by DAS. No price adjustment will be permitted prior to the effective date of the increase received by the Contractor from its suppliers, or on purchase orders that are already being processed, or on purchase orders that have been filled and are awaiting shipment. If the Contractor receives orders requiring quarterly delivery, the increase will apply to all deliveries made after the effective date of the price increase.

The price increase must be supported by a general price increase in the cost, due to increases in the cost of raw materials, labor, freight, Workers' Compensation and/or Unemployment Insurance, etc. Detailed documentation, to include a comparison list of the contract items and proposed price increases, must be submitted to support the requested increase. Supportive documentation should include, but is not limited to: copies of the old and the current price lists or similar documents which indicate the original base cost of the product to the Contractor and the corresponding increase, and/or copies of correspondence sent by the Contractor's supplier on the supplier's letterhead, which contain the above price information and explains the source of the increase in such areas as raw materials, freight, fuel or labor, etc.

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Should there be a decrease in the cost of the finished product due to a general decline in the market or some other factor, the Contractor is responsible to notify DAS immediately. The price decrease adjustment will be incorporated into the contract and will be effective on all purchase orders issued after the effective date of the decrease. If the price decrease is a temporary decrease, such should be noted on the invoice. In the event that the temporary decrease is revoked, the contract pricing will be returned to the pricing in effect prior to the temporary decrease. For quarterly deliveries, any decrease will be applied to deliveries made after the effective date of the decrease. Failure to comply with this provision will be considered as a default and will be subject to the “Suspension/Termination” and the “Contract Remedies” sections of the “Standard Contract Terms and Conditions”.

2. AFFIRMATION AND DISCLOSURE FORM BELOW MUST BE COMPLETED PRIOR TO THE AWARD. RETURN TO PURCHASING ANALYST IN SEPARATE EMAIL. PLEASE INCLUDE JOB NUMBER AND TITLE IN THE SUBJECT LINE OF THE EMAIL.

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AFFIRMATION AND DISCLOSURE FORM

Contractor affirms that Contractor has read and understands the applicable Executive Orders regarding the prohibitions of performance of offshore services, locating State data offshore in any way, or purchasing from Russian institutions or companies.

The Contractor shall provide the name(s) and location(s) where all services under this Contract will be performed and where State data will be located in the spaces provided below or by attachment. If the Contractor will not be using subcontractors, indicate “Not Applicable” in the appropriate spaces.

Contractor Name: Contract Number:

1. Principal business location of Contractor:

(Address) (City, State, Zip)

Name(s)/Principal business location(s) of subcontractor(s):

(Name) (Address, City, State, Zip)

2. Location(s) where services will be performed by Contractor:

Name(s)/Location(s) where services will be performed by subcontractor(s):

3. Location(s) where any State data associated with any of the services Contractor is providing, or seeks to provide, will be accessed, tested, maintained, backed-up, or stored:

Name(s)/Location(s) where any State data associated with any of the services any subcontractor is providing, or seeks to provide, will be accessed, tested, maintained, backed-up, or stored:

Contractor also affirms, understands and agrees that Contractor and its subcontractors are under a duty to disclose to the State any change or shift in location of services performed by Contractor or its subcontractors before, during and after execution of any contract with the State. Contractor agrees to notify the State immediately of any such change or shift in location of its services. The State has the right to terminate the contract if any services are performed or State data is located outside of the United States unless a duly signed waiver from the State has been attained.

On behalf of the Contractor, I acknowledge that I am duly authorized to execute this Affirmation and Disclosure Form and have read and understand that this form is a part of any contract that Contractor may enter into with the State and is incorporated therein.

By:

Authorized Contractor Signature

Print Name:

Title:

Date:

STANDARD TERMS AND CONDITIONS

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I. GLOSSARY

The following definitions are applicable to all components of the Contract:

A. Acceptance: Approval and retention by the Ordering Agency of any Deliverables, delivered to fulfill

Contract requirements.

B. Contract: The contract to which these Standard Terms and Conditions are attached and/or incorporated.

C. Contract Data: State Data that the Contractor has access to, transmits, processes, possesses, creates or stores in providing services to the State.

D. Contracting Agency: The agency with which the Contractor enters into the Contract and that has the authority to enforce the Terms and Conditions of this Contract. The Contracting Agency may also be the Ordering Agency.

E. Contractor: The person or entity with whom the State has entered into the Contract, including subcontractors or other personnel under the authority or control of the Contractor performing or providing the Deliverables under this Contract.

F. Default: The omission or failure to perform any obligation under this Contract.

G. Deliverable: Any Contractor-provided products, supplies, services, work or product described in the specifications of the Contract.

H. Ordering Agency: The entity that purchases and accepts the Deliverables under this Contract and that is responsible for payment. The Ordering Agency may also be the Contracting Agency.

I. State: The State of Ohio, which may include the Contracting and/or Ordering Agency as applicable.

J. State Data: All data and information provided by, created by, created for, or related to the activities of the State and any information from, to, or related to all persons that conduct business or personal activities with the State, including, but not limited to, Confidential Data (defined in Exhibit A). All State Data is and will remain the property of the State and, unless specifically provided otherwise in the Contract, Contractor acquires no right, title, or interest in or to State Data.

K. Time and Materials Contract: A contract in which Contractor is paid the following: (1) an hourly rate for labor actually performed; and (2) if applicable and with prior approval by the Ordering Agency, the cost of the materials or supplies actually used by the Contractor. Such rates and costs will be established through Contractor’s submission of a price sheet, written quote, estimate, or invoice, as approved by the State. Hourly rates may include wages, overhead, general and administrative expenses, and reasonable profit. Materials or supplies may include the Contractor’s direct and indirect costs attributable to the work performed.

II. REGULATORY CONTRACT REQUIREMENTS

A. ANTITRUST. The State and the Contractor recognize that, in actual economic practice, overcharges resulting from antitrust violations are usually borne by the State. Pursuant to Section

109.81 of the Ohio Revised Code, the Contractor therefore assigns to the State all state and federal antitrust claims and causes of action that the Contractor has or acquires relating to the goods and services acquired under this Contract.

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B. 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 Section 126.07 of the Ohio Revised Code.

C. CAMPAIGN CONTRIBUTIONS. Unless this Contract was solicited by competitive bid pursuant to

Section 125.07 of the Ohio Revised Code, Contractor hereby certifies that all applicable parties are in full compliance with Section 3517.13 of the Ohio Revised Code.

D. COMPLIANCE WITH LAW. The Contractor must comply throughout the duration of the Contract with all applicable federal, state, and local laws and Executive Orders while performing under this Contract.

E. CONFLICT OF INTEREST/ETHICS. Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Contract are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws including but not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio Revised Code. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws or otherwise presents a conflict of interest.

F. CONTRACTOR’S WARRANTY AGAINST AN UNRESOLVED FINDING FOR RECOVERY.

Throughout the Contract term, the Contractor warrants that the Contractor is not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised Code. If the warranty is false on the date the parties signed this Contract, the Contract is void ab initio, and the Contractor must immediately repay any funds paid under this Contract.

G. DEBARMENT. Throughout the Contract term, the Contractor represents and warrants that neither it, nor any of its subcontractors, are debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false on the date the parties signed this Contract, this Contract is void ab initio, and the Contractor must immediately repay any funds paid under this Contract.

H. DRUG FREE WORKPLACE. The Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and must make a good faith effort to ensure that all Contractor employees, while working on State property or performing work on behalf of the State, will not purchase, transfer, use, be under the influence of, or possess illegal drugs, non-medical cannabis (recreational marijuana), or alcohol, or abuse prescription drugs or medical marijuana in any way.

I. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE SERVICES. No

State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State Data to be sent, taken, accessed, tested, maintained, backed up, stored, or made available outside of the United States, unless the Contracting Agency obtains a duly signed waiver from the State. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs or for data located outside of the United States for which a waiver was not received. The State does not waive any other rights and remedies provided to the State in this Contract.

Further, no State agency, board, 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 Contract, the State 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.

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The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming the Contractor understands and will meet the requirements of the above prohibition.

During the performance of this Contract, if the Contractor changes the location(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form to the Contracting Agency reflecting such changes. The applicable provisions of this section will expire if the applicable Executive Order is no longer effective.

J. GOVERNING LAW. This Contract is governed by the laws of the State of Ohio, and the venue for any disputes will be exclusively with the appropriate court in Franklin County, Ohio.

K. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. It is fully understood and agreed that

Contractor is an independent contractor and is not an agent, servant, or employee of the State.

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.

Contractor acknowledges and agrees that any individual providing personal services under this Contract is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business”), Contractor must have any individual performing services under the Contract complete and submit to the Ordering Agency the Independent Contractor/Worker Acknowledgement form.

Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement form at the time Contractor executes this Contract will serve as Contractor’s certification that Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code.

L. REGISTRATION WITH THE SECRETARY OF STATE. Contractor certifies that it is one of the

1. A domestic corporation that is properly registered with the Ohio Secretary of State; or

2. A foreign corporation, not incorporated under the laws of the State of Ohio, but is registered with the Ohio Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised Code, as applicable; or

3. Exempt from the registration requirements of the Ohio Secretary of State.

M. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, the State is exempt from sales tax. Pursuant to Section 5741.02(C) of the Ohio Revised Code, the State is exempt from use tax.

N. TRADE. Pursuant to Section 9.76(B) of the Ohio Revised Code, Contractor warrants that

Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the Contract period.

The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the United States or transact business with any entity or individual subject to financial sanctions imposed by the United States. The Contractor certifies that it, its subcontractors, and any agent of the Contractor or its subcontractors, will acquire any supplies or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_fillable_form.pdf https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_fillable_form.pdf https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

Rev. 033125 Page 4 regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control. A list of those entities and individuals subject to sanctions can be found at https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists. These sanctions generally preclude most transactions involving Cuba, Iran, and Sudan, and most imports from Burma or North Korea.

O. USE OF MBE AND EDGE VENDORS. Section 125.081 of the Ohio Revised Code 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.

P. LEGAL REPRESENTATION AND RIGHTS. The Ohio Attorney General is the chief law officer for the State of Ohio, its agencies, boards and commissions, and only the Ohio Attorney General has the authority to appoint outside legal counsel to represent the State. Contractor agrees that any provisions in this Contract or any documents incorporated by reference that provide or allow for outside legal representation to defend or settle claims on behalf of the State or provide for a third party to have sole control of a defense or settlement of a claim do not meet the requirements of state law and are considered stricken. Contractor also agrees that, unless specifically agreed to in writing by the State, any provisions that require or provide for a waiver of any legal rights, remedies, or litigation defenses (i.e., waiver of a jury trial) do not meet the requirements of state law and are considered stricken.

Q. STATUTE OF LIMITATIONS. Statutes of limitations generally do not apply to actions brought by the State and any such provisions in this Contract or in any documents incorporated by reference are considered stricken.

R. ACCESSIBILITY REQUIREMENTS. If applicable, the Contractor warrants it will comply with federal and state disabilities laws and regulations and also warrants that the Deliverables provided under this Contract conform 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 Deliverables provided under this Contract do not fully conform to the Accessibility Standards, the Contractor must immediately notify the State in writing of the nonconformance and provide to the State a plan to achieve conformance to the Accessibility Standards, including an intended timeline for conformance. The Contractor further agrees to indemnify and hold harmless the State from any claims or damages arising out of Contractor’s failure to comply with the requirements of this section.

Failure to comply with these requirements will constitute a material breach of this Contract for which the State may terminate this Contract.

III. CONTRACT CONSTRUCTION

A. TERM OF CONTRACT. The effective date of the Contract is the effective date stated in the Contract or the date the Contract is fully executed, whichever is later. The Contract will remain in effect until the ending date stated in the Contract unless earlier terminated pursuant to the terms of the Contract. Notwithstanding the foregoing, the expiration or early termination of this Contract will not limit the Contractor’s continuing obligations with respect to Deliverables that the State paid for or ordered before the expiration or termination, or limit the State’s rights in such, including any warranty services, licensed material, paid subscriptions, the support or maintenance thereof, or other services.

If not otherwise set forth in the Contract, the State may solely renew this Contract at its discretion for a period of one month. This Contract may be further renewed at the discretion of the State. The https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists

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State will issue a notice to the Contractor if the State decides to renew this Contract and the Contractor may decline such renewal if it so desires. The Contractor must not obligate resources in anticipation of a renewal until notice is provided.

B. CONTRACT AMENDMENTS / WAIVER.

1. Amendments. No change to any provision of this Contract will be effective unless it is in writing and signed by the parties to the Contract. Unless specifically provided otherwise in this Contract or agreed to in writing by the Contracting or Ordering Agency, no terms or conditions included on a Contractor’s quote or ordering document will be valid or enforceable against the State and are specifically excluded from this Contract. 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.

2. Waiver. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Contract will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

C. ASSIGNMENT / DELEGATION. The Contractor must not assign any of its rights nor delegate any of its duties under this Contract without written consent of the State. Any assignment or delegation not consented to may be deemed void by the State.

D. BINDING EFFECT. Subject to the limitations on assignment provided elsewhere in this Contract, this Contract will be binding upon and inure to the benefit of the respective successors and assigns of the State and the Contractor.

E. LANGUAGE CONSTRUCTION. This Contract will be construed in accordance with the plain meaning of its language and neither for nor against the drafting party.

F. DAYS AND TIMES. When this Contract refers to days, it means calendar days, unless it expressly provides otherwise. When this Contract refers to times, it means Columbus, Ohio local time.

G. HEADINGS. The headings in this Contract are for convenience only and will not affect the interpretation of any of the Contract terms and conditions.

H. INJUNCTIVE RELIEF. Nothing in this Contract is intended to limit the State’s right to injunctive relief if such is necessary to protect its interests or to keep it whole.

I. NOTICES. For any notice under this Contract to be effective, the notice must be made in writing and delivered to the appropriate contact provided in the Contract.

J. ORDER OF PRIORITY. If there is any inconsistency or conflict between these Standard Terms and

Conditions and any provision incorporated by reference or included by the Contractor, these Standard Terms and Conditions will prevail.

K. PUBLICITY. The Contractor must not do the following without prior, written consent from the State:

1. Advertise that the Contractor is doing business with the State;

2. Use this Contract as a marketing or sales tool; or

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3. Affix any advertisement or endorsement, including any logo, graphic, text, sound, video, and company name, to any State-owned property, application, or website, including any website hosted by Contractor or a third party.

L. SEVERABILITY. If any provision of the Contract or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Contract will remain in full force and effect.

M. SUBCONTRACTING. The State recognizes that it may be necessary for the Contractor to use a subcontractor to perform a portion of the work under the Contract. In those circumstances, the Contractor must 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 must 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.

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

All agreements with subcontractors must incorporate the applicable terms of this Contract by reference and include the following provisions: (1) the subcontractor agrees to be bound by all applicable terms and conditions of this Contract; and (2) the terms of this Contract prevail over any conflicting terms of the agreement with the subcontractor. The Contractor will be the sole point of contact with regard to all contractual matters.

N. SURVIVORSHIP. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, publicity, warranties and limitations on damages will survive the termination of this Contract. In addition, to the extent necessary to carry out the purpose of this Contract, all other terms, conditions, representations or warranties contained in this Contract will survive the expiration or termination of this Contract.

O. COUNTERPARTS. This Contract may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IV. ORDER AND PAYMENT PROVISIONS

A. CERTIFICATION OF FUNDS/PURCHASE ORDER REQUIREMENTS. None of the duties or obligations in this Contract are binding on the State and the Contractor will not begin performance on this Contract until all of the following conditions are met:

1. All statutory provisions under the Ohio Revised Code have been met.

2. All necessary funds are made available by the appropriate Ordering Agency.

3. If required, the Controlling Board of Ohio has approved the purchase in accordance with

Section 127.16 of the Ohio Revised Code.

4. If applicable, an official State of Ohio Purchase Order (P.O.) has been issued from the appropriate Ordering Agency, which is certification that the above requirements have been met.

B. CONTRACT ORDERS. Ordering Agencies will order supplies or services under this Contract from the Contractor directly, unless otherwise provided in the Contract. All orders must be in writing and the Contractor may receive orders by Ordering Agencies electronically, in person, by payment card (if applicable), or by purchase order from the Ordering Agency. If different than the Ordering Agency, the Contracting Agency will not be responsible for orders placed by unauthorized

Rev. 033125 Page 7 employees of the Ordering Agency. The Contractor must ensure that any entity placing an order under this Contract has the authority to do so.

If Contractor’s quote or ordering document contains or incorporates by reference any terms or conditions other than a description of the goods or scope of services and the prices for those goods and/or services, those terms or conditions are excluded from this Contract and are of no effect.

C. INVOICE REQUIREMENTS. 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

1. The purchase order number authorizing the delivery of supplies or services;

2. State of Ohio Contract Number (if applicable);

3. Ordering Agency Name;

4. Ordering Agency Billing Address;

5. Delivery location of supplies or services;

6. Contractor Name;

7. Contractor Address;

8. Contractor’s Unique Invoice Number;

9. Date that services were provided or that supplies were delivered;

10. Itemization of supplies or services provided, including cost;

11. For leases, the invoice must also include the payment number (e.g., 1 of 36);

12. For Time and Materials Contracts, the invoice must reflect labor hours actually worked and, if applicable, supplies used; and

13. Clear statement of total payment expected.

D. PAYMENT DUE DATE AND PROCESS. Unless otherwise stated in this Contract and in accordance with Section 126.30 of the Ohio Revised Code, payments under this Contract will be due on the 30th calendar day after the date of actual receipt of a proper invoice in the office designated to receive the invoice. The date payment is issued by the State will be considered the date payment is made. Payment of an invoice by the State will not prejudice the State’s right to object to or question that or any other invoice or matter in relation thereto. The State’s preferred method of payment is by electronic funds transfer. However, the Ordering Agency may also make payment by State of Ohio payment card or by warrant issued by the Office of Budget and Management. At the time of Contract award, Contractor must be able to accept all forms of payment from the State and Ordering Agency.

E. REIMBURSABLE EXPENSES. The State will not pay reimbursable expenses unless specifically identified in the Contract. The Contractor will assume all expenses that it incurs in the performance of this Contract that are not identified as reimbursable.

F. TRAVEL. Any travel that the Contractor requires to perform its obligations under this Contract will be at the Contractor’s expense. The State will pay for any additional travel that it requests only with prior written approval of the Contractor’s submitted travel expenses. The State will pay for all additional travel expenses that it requests and approves in accordance with Section 126.31 of the Ohio Revised Code and Rule 126-1-02 of the Ohio Administrative Code.

V. LIABILITY PROVISIONS

A. GENERAL REPRESENTATIONS AND WARRANTIES. The Contractor warrants that:

1. The recommendations, guidance, and performance of the Contractor under this Contract will be in accordance with the industry’s professional standards, the requirements of this Contract and without any material defect.

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2. No Deliverable will infringe on the intellectual property rights of any third party.

3. All warranties are in accordance with the Contractor’s standard business practices.

4. The Deliverables are merchantable and fit for the particular purpose described in this Contract and will perform substantially in accordance with its user manuals, technical materials, and related writings.

5. The Deliverables comply with all governmental, environmental and safety standards.

6. The Contractor has the right to enter into this Contract.

7. The Contractor has not entered into any other contracts or employment relationships that restrict the Contractor’s ability to perform under this Contract.

8. The Contractor will observe and abide by all applicable laws and regulations, including those of the State regarding conduct on any premises under the State’s control.

9. The Contractor has good and marketable title to any Deliverable delivered under this Contract for which title passes to the State.

10. The Contractor has the right and ability to grant the license granted in any Deliverable for which title does not pass to the State.

11. If this Contract is labeled as a mandatory use contract by the State, the Contractor warrants that the Contractor has not and will not enter into any contracts without written approval of the State to perform substantially identical services for the Ordering Agencies required to use this Contract such that the services duplicate the work done or to be done under the other contracts.

12. For one year from the delivery date of any products or software, the products or software will be free of material defects, including the media on which it is delivered, if applicable.

The Contractor must notify the State in writing immediately upon the discovery of any breach of the warranties given above. Further, if any work of the Contractor or any Deliverable fails to comply with these warranties, and the Contractor is so notified in writing, the Contractor will correct such failure in a commercially reasonable time or as specified in the Contract. If the Contractor fails to comply, the Contractor will refund the amount paid for the Deliverable. The Contractor will also indemnify the State for any direct damages and claims by third parties based on breach of these warranties.

Any other express warranties offered by the Contractor will be a minimum of one year from acceptance or the Contractor’s standard warranty whichever is longer.

B. INDEMNITY.

1. General Indemnity. The Contractor must indemnify the State for all liability and expense arising out of the performance of this Contract, provided that such liability or expense is due to the negligence or other tortious conduct of the Contractor, its employees, agents, or subcontractors. The Contractor will not be responsible for any damages or liability to the extent caused by the negligence or willful misconduct of the State, its employees, other contractors, or agents.

2. Security Incident Indemnity. Contractor must indemnify the State for all third party liability and expense resulting from a Security Incident (defined in Exhibit I) arising from Contractor’s performance under this Contract and involving Contract Data. Damages resulting from the Security Incident will be considered direct damages under this Contract and include the following: (i) expenses for legally-required notification of impacted individuals; (ii) responding to inquiries from such notifications; (iii) government fines and penalties assessed against the State; (iv) costs to the State for investigations, audits or forensic services as applicable related to the Security Incident; (v) mitigation measures, including 12 months of credit monitoring and identity theft protection for individuals impacted by the Security Incident; (vi) costs to the State to reconstruct data that was lost or to repair any damaged State information technology infrastructure; and (vii) other such expenses incurred by the State as a result of the Security Incident involving Contract Data. Regardless of any limitation on liability of any kind in this Contract, the Contractor will be responsible for acquiring one year’s identity theft protection

Rev. 033125 Page 9 services on behalf of any individual or entity whose personally identifiable information is compromised while it is in the Contractor’s possession. Contractor’s indemnification obligations under this paragraph apply whether the expenses or costs incurred by the State are performed by State employees or hired contractors. Contractor must also work with the State to directly notify impacted individuals or persons as required by Chapters 1347 and 1349 of the Ohio Revised Code or as otherwise directed by the State.

3. Infringement Indemnity. The Contractor must indemnify, release, protect, and hold the State harmless from any third party claim of infringement of a copyright, patent, trade secret, or similar intellectual property right based on the State’s proper use of any Deliverable under this Contract. This obligation of indemnification will not apply where the State has modified or misused the Deliverable and the claim of infringement is based on the modification or misuse.

If a successful claim of infringement is made, or if the Contractor reasonably believes that an infringement claim that is pending may actually succeed, the Contractor must take one of the following…