2010-65C!yS
The purpose of this document 9s to certify that the service agreement for live answering
services between Clermont Florida's Utility Department and Continental Message Solution, Inc.
will utilize pricing approved by the State of Ohio for the Smoke Free Workforce Compliance
Line. We have also provided a copy of a contract between the Ohio Department of Health and
Continental Message Solution, Inc. that was executed in October 2010. The pricing is as
follows:
Base Rate:
65.00 per billing
Included Minutes:
65
Per Minute Overage:
.65 per minute
Daily Online Reporting:
12,00 per billing
If there are any questions regarding the service agreement please contact CMS at
1.800.369.8908 at your convenience.
Authorized CMS Representative
Date
2
Autho zed CI ont Florida Representative Date
24/7/365 Call Center • Worldwide Customer Service • Emergency MedicatServices • 82B Telemarketing
41 S. Grant Ave. • Columbus, ON 43215
Ph4:614.224.4534 • Tollih. 1.800.369.8908 • Fax 614.464.4730
cer @conlinentalmessage.com • www.conlinentalmessage,com
Contract # Prev- 30851 -01 ADTS # 44832
PERSONAL SERVICE CONTRACT
BY AND BETWEEN
THE OHIO DEPARTMENT OF HEALTH
AND
CONTINENTAL MESSAGE SOLUTION, INC.
PREAMBLE
The Ohio Department of Health (hereinafter referred to as "ODH "), whose address is 246 North
High Street, Columbus, Ohio 43215, and Continental Message Solution, Inc. (hereinafter referred
to as the "CONTRACTOR "), whose address is 41 S. Grant Avenue, Columbus, Ohio 43215,
hereby enter into this contract. For the purposes of this contract, the term "party" means ODH
and the CONTRACTOR respectively and "parties" means ODH and CONTRACTOR
collectively. ODH and the CONTRACTOR, in consideration of the mutual promises expressed
below and intending to be legally bound, agree to the following provisions.
ARTICLE I
Scope of Work and Deliverables
A. The CONTRACTOR shall provide the services and perform the work as specified in the
following:
I. As necessary, report to ODH's contract manager, Mandy Burkett, the Ohio Department
of Health, 246 North High Street, Columbus, Ohio 43215 (Telephone Number (614) 466-
1390; FAX Number (614) 466 -4556; Email: Mandy.Burkett rei odh.ohio.gov).
2. Scope of Work
a. The CONTRACTOR shall answer directly with Live attendants, all calls made
to the 1- 866 -559 -6446 (the Ohio Smoke Free Workplace Enforcement Line)
number listed on required no smoking signs posted in every place of work or
public place in Ohio.
b. The CONTRACTOR shall correspond with the Ohio Department of Health —
Smoke Free Workplace Program, Program Manager on at least a biweekly
basis in regards to project status and any necessary changes in call -in protocol.
c. With guidance of ODH, train staff who will answer calls. Training will focus
on accessing the web -based application for the program and on the correct
procedures for taking and recording a report of violation.
d. Respond 24 hours a day, seven days a week to phone calls of reports of
violation of the Smoke Free Workplace Law.
e. Provide back -up capability to answer calls and record information in the event
of a problem with ODH's server.
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f. Correctly record information from callers in such a way as to minimize
duplication of businesses.
g. Prepare a weekly report of number and duration of calls taken.
h. Refer questions, not reports of violation, to appropriate source of information
(enforcement v. prevention).
3. Deliverables
a. Enter into ODH database a report for each call made to the Ohio Smoke Free
Workplace Enforcement Line. CONTRACTOR shall ensure accurate entry of
all reports into Ohio Smoke Free Workplace web -based application.
b. Provide a weekly report to the contract manager of the number and duration of
calls taken..
B. The CONTRACTOR shall furnish its own support staff and services as necessary for the
satisfactory performance of the work described in ARTICLE I, Section A, above. Unless
otherwise specified in this contract, ODH will not provide any staff, services, or material to
the CONTRACTOR for the purpose of assisting the CONTRACTOR in the performance of
this contract.
C. ODH may, from time to time as it deems appropriate, communicate specific instructions and
requests to the CONTRACTOR concerning the performance of the work described in this
contract. Upon such notice and within ten (10) days after receipt of instructions, the
CONTRACTOR shall comply with such instructions and fulfill such requests to the
satisfaction of ODH. It is expressly understood by the parties that these instructions and
requests are for the sole purpose of ensuring satisfactory completion of the work described in
this contract. They are not intended to amend or alter this contract or any part thereof. All
such instructions and requests shall be communicated to the CONTRACTOR by the ODH
contract manager.
D. The CONTRACTOR shall consult with the ODH contract manager as necessary to assure
mutual understanding of the work to be performed and the satisfactory completion thereof.
ARTICLE II
Time of Performance
A. Upon approval by the Director of ODH and, if required, the Controlling Board, this contract
shall be in effect from November I, 2010 or upon execution by both parties, whichever is
later, through June 30, 2011, unless this contract is suspended or terminated pursuant to
ARTICLE XI prior to the termination date.
B. It is expressly understood by both ODH and the CONTRACTOR that this contract shall not
be valid and enforceable until the Director of the Office of Budget and Management certifies,
pursuant to section 126.07 of the Ohio Revised Code (O.R.C.), that there is a balance in the
appropriation not already encumbered to pay obligations resulting from this contract.
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C. The CONTRACTOR shall neither perform work nor submit an invoice for payment for
work performed under this contract for any time period prior to receipt of written notification
from the ODH contract manager that the requirements of section 126.07 and, if applicable,
section 127.16 of the O.R.C. have been met.
D. The CONTRACTOR shall neither perform work nor submit an invoice for payment for
work performed under this contract for any time period after the termination date set forth in
ARTICLE 11, Section A, above.
ARTICLE III
Compensation for Services
A. In consideration of the services provided pursuant to ARTICLE I of this contract, ODH
agrees to pay compensation at the following rates:
1. Monthly base charge of $65.00 per month which includes the first 65 minutes per month;
2. Daily /online reporting charge of $12.00 per month; and
3. $0.65 per minute after the first 65 minutes per month.
It is expressly understood by ODH and the CONTRACTOR that the terms of this contract
limit the total compensation for services, travel and miscellaneous expenses to a maximum of
$15,000.00 for the contract period set forth in ARTICLE II. The CONTRACTOR shall
monitor the work under this contract and shall not accept an assignment under the contract if
it will cause or is reasonably likely to cause the total amount paid under the contract for the
contract period specified in ARTICLE II to exceed the maximum allowable compensation
for services. The CONTRACTOR hereby waives the interest provisions of section 126.30
of the O.R.C.
B. The CONTRACTOR understands and the parties agree that for purposes of this contract,
ODH shall not separately reimburse CONTRACTOR for expenses related to travel.
C. The CONTRACTOR shall invoice ODH monthly for services the CONTRACTOR
provides. An itemized statement listing the services provided, the dates services were
provided, and the amount of payment due shall accompany the invoice. Invoices shall be sent
to ODH, ATTN: Accounts Payable, P.O. Box 118, Columbus, Ohio 43216 -0118. ODH will
reimburse the CONTRACTOR within forty -five (45) days of receipt of a valid invoice for
the amount of payment due. ODH shall return any invalid or incomplete invoice to the
CONTRACTOR within fifteen (15) days after ODH receives the invoice. An explanation
will accompany the invoice that states the reason for return and any information needed to
correct the invoice. Final invoices for services provided under this contract shall be
submitted by the CONTRACTOR no later than thirty (30) days following the termination of
the contract.
D. Subject to the provisions of sections 126.07 and 131.33 of the O.R.C., which shall at all times
govern this contract, ODH represents that:
It intends to maintain this agreement for the full period set forth herein and has no
reason to believe that it will not have sufficient funds to enable it to make all payments
due hereunder during such period; and
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2. It will use its best effort to obtain the appropriation of any necessary funds during the
tern of this agreement.
However, it is understood by the CONTRACTOR that the availability of funds is contingent
on appropriations made by the Ohio General Assembly and, if applicable, the federal funding
source. If the Ohio General Assembly or the federal funding source fails at any time to
continue funding ODH for the payments due hereunder, this agreement is terminated as of
the date funding expires without further obligation of ODH or the State of Ohio.
E. ODH will not compensate the CONTRACTOR for any work performed prior to receipt of
written notification from the ODH contract manager that the requirements of section 126.07
and, if applicable, section 127.16 of the O.R.C. have been met as set forth in ARTICLE Ii,
Sections B and C. ODH will not compensate the CONTRACTOR for any work performed
after the termination date set forth in ARTICLE II, Section A.
ARTICLE IV
Independent Contractor
A. No agency, employment, joint venture or partnership has been or will be created between the
parties hereto pursuant to the terms and conditions of this agreement. Inasmuch as ODH is
interested in the CONTRACTOR's end product, ODH does not control the manner in which
the CONTRACTOR performs this contract. ODH is not liable for the workers'
compensation or unemployment compensation payments required by Chapters 4123. and
4141. of the O.R.C., respectively. In addition, the CONTRACTOR assumes responsibility
for tae liabilities that result from compensation paid to the CONTRACTOR by ODH. ODH
will report any payment made under this contract to the Internal Revenue Service on Form
1099.
B. No provision contained in this contract shall be construed as entitling the CONTRACTOR
to participate in hospital plans, medical plans, sick leave benefits, vacation, and other benefits
available to employees of ODH or to become a member of the Public Employees Retirement
System (Chapter 145. of the O.R.C.).
ARTICLE V
Conflict of Interest and Ethics Laws
A. The CONTRACTOR hereby covenants that neither the CONTRACTOR nor any officer,
member or employee of the CONTRACTOR has any interest, personal or otherwise, direct
or indirect, which is incompatible or in conflict with or would compromise in any manner or
degree with the discharge and fulfillment of his or her functions and responsibilities under
this contract.
B. Neither the CONTRACTOR nor any officer, member or employee of the CONTRACTOR
shall, prior to the completion of such work and payment for such work, acquire any interest,
personal or otherwise, direct or indirect, which is incompatible or in conflict with or would
compromise in any manner or degree with the discharge and fulfillment of his or her
functions and responsibilities with respect to the carrying out of such work.
C. The CONTRACTOR shall not promise or give to any ODH employee anything of value that
is of such a character as to manifest a substantial and improper influence upon the employee
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with respect to his or her duties. The CONTRACTOR shall not solicit an ODH employee to
violate any ODH rule or policy relating to the conduct of contracting parties or to violate
sections 102.03, 102.04 or 2921.42 of the O.R.C.
D. The CONTRACTOR hereby covenants that the CONTRACTOR and any officer, member
or employee of the CONTRACTOR are in compliance with section 102.04 of the O.R.C.
and that if the CONTRACTOR is required to file a statement pursuant to section
102.04(D)(2) of the O.R.C., such statement has been filed with the ODH General Counsel in
addition to any other required filings.
E. The CONTRACTOR hereby certifies compliance with the executive agency lobbying
requirements of sections 121.60 to 121.69 of the O.R.C.
The CONTRACTOR hereby certifies and affirms that, as applicable to the
CONTRACTOR, no party listed in Division (1) or (J) of section 3517.13 of the O.R.C. or
spouse of such party has made, as an individual, within the two previous calendar years, one
or more contributions in excess of $1,000.00 to the Governor or to his campaign committees.
If it is determined that the CONTRACTOR's certification of this requirement is false or
misleading, not withstanding any criminal or civil liabilities imposed by law, the
CONTRACTOR shall return to ODH all monies paid to the CONTRACTOR under this
contract. The provisions of this section shall survive the expiration or termination of this
contract.
G. In accordance with the Governor's Executive Order 2007 -01 S, CONTRACTOR, by
signature on this contract, certifies: (1) CONTRACTOR has reviewed and understands the
Governor's Executive Order 2007 -01 S; (2) CONTRACTOR has reviewed and understands
the Ohio ethics and conflict of interest laws; and (3) CONTRACTOR will take no action
inconsistent with those laws and this Executive Order. The CONTRACTOR understands
that failure to comply with Executive Order 2007 -01 S is, in itself, grounds for termination of
this contract and may result in the loss of other contracts or grants with the State of Ohio.
ARTICLE VI
Equal Employment Opportunity
A. In carrying out this agreement, the CONTRACTOR shall not discriminate against any
employee or applicant for employment because of race, color, religion, sex, age, handicap,
disability, national origin, ancestry, veteran status, or any other factor specified in section
125.1 I 1 of the O.R.C., in the Civil Rights Act of 1964, as amended, or in section 504 of the
Rehabilitation Act of 1973, as amended, and in any subsequent legislation pertaining to civil
rights.
B. The CONTRACTOR shall incorporate the foregoing requirements of ARTICLE Vl,
Section A in all of its contracts for performance of any of the work prescribed herein, and
shall require all of its subcontractors for any part of such work to incorporate such
requirements in all subcontracts for such work.
C. The CONTRACTOR hereby certifies that the CONTRACTOR has a written affirmative
action program for the employment and effective utilization of economically disadvantaged
persons and shall file a description of the affirmative action program and a progress report on
its implementation with the Equal Employment Opportunity Office of the Ohio Department
of Administrative Services.
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ARTICLE VII
"Sweatshop Free" Certification
The CONTRACTOR hereby certifies that all facilities used for the production of the supplies or
performance of services offered in this contract are in compliance with applicable domestic labor,
employment, health and safety, environmental and building laws. This certification applies to
any and all suppliers and/or subcontractors used by the CONTRACTOR in furnishing the
supplies or services pursuant to this contract. If it is determined that the CONTRACTOR's
certification of this requirement is false or misleading, then the CONTRACTOR understands
that it shall be grounds for the termination of this contract and may result in the loss of other
contracts or grants with the State of Ohio.
ARTICLE VIII
Records, Documents and Information
All records, documents, writings or other information produced or used by the CONTRACTOR
in the performance of this contract shall be treated according to the following terms:
A. All ODH information which, under the laws of the State of Ohio, is classified as public or
private will be treated as such by CONTRACTOR Where there is a question as to whether
information is public or private, ODH shall make the final determination. The
CONTRACTOR shall not use any information, systems, or records made available to it for
any purpose other than to fulfill the contractual duties specified herein. The
CONTRACTOR agrees to be bound by the same standards of confidentiality that apply to
the employees of ODH and the State of Ohio. The terms of this section shall be included in
any subcontracts executed by the CONTRACTOR for work under this contract.
B. All proprietary information of the CONTRACTOR shall be held to be strictly confidential
by ODH. Proprietary information is information which, if made public, would put the
CONTRACTOR at a disadvantage in the market place and trade of which the
CONTRACTOR is a part. The CONTRACTOR is responsible for notifying ODH of the
nature of the information prior to its release to ODH. ODH reserves the right to require
reasonable evidence of the CONTRACTOR's assertion of the proprietary nature of any
information to be provided.
C. All records relating to costs, work performed and supporting documentation for invoices
submitted to ODH by the CONTRACTOR shall be retained and made available by the
CONTRACTOR for audit by the State of Ohio (including, but not limited to, ODH, the
Auditor of the State of Ohio, the Inspector General or duly authorized law enforcement
officials) and agencies of the United States government for a minimum of three years after
payment for work performed under this contract. If an audit, litigation, or other action is
initiated during this time period, the CONTRACTOR shall retain such records until the
action is concluded and all issues resolved or the three years end, whichever is later.
ARTICLE IX
Rights in Deliverables, Data and Copyrights
The Deliverables provided by the CONTRACTOR under ARTICLE I and any item produced
under this contract, including any documents, data, photographs and negatives, electronic reports,
records, software, source code, or other media, shall become the property of ODH which shall
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have an unrestricted right to reproduce, distribute, modify, maintain, and use the Deliverables.
The CONTRACTOR shall not obtain copyright, patent, or other proprietary protection for the
Deliverables. The CONTRACTOR shall not include in any Deliverable any copyrighted matter,
unless the copyright owner gives prior written approval to use such copyrighted matter.
ARTICLE X
Disclosure of Personal Health Information
A. CONTRACTOR hereby agrees that the information provided or made available by ODH
shall not be used or disclosed other than as permitted or required by the contract or as
required by law. CONTRACTOR will establish and maintain appropriate safeguards to
prevent any use or disclosure of the information, other than as provided for by this contract
[ref. 45 § C.F.R.164.504(e)(2)(ii)(A)(B)I. CONTRACTOR shall immediately report to
ODH any discovery of use or disclosure of information not provided for or allowed by the
contract.
B. CONTRACTOR hereby agrees that anytime information is provided or made available to
any subcontractor or agent, CONTRACTOR must enter into a subcontract with the
subcontractor or agent that contains the same terms, conditions, and restrictions on the use
and disclosure of information as contained in this contract. CONTRACTOR must obtain
ODH approval prior to entering into such agreements. Further, CONTRACTOR agrees to
make available and provide right of access to an individual of their protected health
information when that protected health information is obtained in the performance of
CONTRACTOR's obligations under this contract.
ARTICLE XI
Suspension and Termination
A. ODH may suspend or terminate this contract for any reason thirty (30) days after delivery of
written notice to the CONTRACTOR. ODH may suspend or terminate this contract
immediately after delivery of written notice to the CONTRACTOR if ODH:
1. Discovers any illegal conduct on the part of the CONTRACTOR;
2. Discovers a violation of ARTICLE V or ARTICLE XVIII;
3. Is subject to a loss of funding as set forth in ARTICLE III, Section D; or
4. Discovers a petition in bankruptcy or similar proceeding has been tiled by or against the
CONTRACTOR. If at any time during the contractual period a bankruptcy or similar
proceeding has been filed by or against the CONTRACTOR, the CONTRACTOR shall
immediately notify ODH of the tiling.
5. Discovers that CONTRACTOR or any of its subcontractors has performed any services
under this contract outside the United States (ref. ARTICLE XV, Section (11)(2)).
B. The CONTRACTOR, upon receipt of notice of suspension or termination, shall cease work
on the suspended or terminated activities under this contract, suspend or terminate any
subcontracts relating to such suspended or terminated activities, take all necessary or
appropriate steps to limit disbursements and minimize costs, and furnish a report, as of the
date of receipt of notice of suspension or termination describing the status of all work under
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this contract, including without limitation, results accomplished, conclusions resulting
therefrom, and such other matters as ODH may require.
C. In the event of suspension or termination under this Article, the CONTRACTOR shall be
entitled to compensation, upon submission of a proper invoice, for the work performed prior
to receipt of notice of termination or suspension, which shall be calculated by ODH based on
the rate set forth in ARTICLE III, less any funds previously paid by or on behalf of ODH.
In the case of services for which the CONTRACTOR charges a flat rate, compensation shall
be based on a reasonable percentage of the total services performed, as determined by ODH,
less any funds previously paid by or on behalf of ODH. ODH shall not be liable for any
further claims, and the claims submitted by the CONTRACTOR shall not exceed the total
amount of compensation allowed by this contract.
ARTICLE XII
Breach or Default
A. Upon breach or default by the CONTRACTOR of any of the provisions, obligations or
duties embodied in this contract, ODH may exercise all administrative, contractual, equitable
or legal remedies available, without limitation. The waiver of any occurrence of breach or
default is not a waiver of subsequent occurrences, and ODH retains the right to exercise all
remedies hereinabove mentioned.
B. If ODH or the CONTRACTOR fails to perform an obligation or obligations under this
contract and thereafter such failure is waived by the other party, such waiver shall be limited
to the particular failure so waived and shall not be deemed to waive other failures hereunder.
Waiver by ODH shall not be effective unless it is in writing and signed by the ODH contract
manager.
C. This Article is subject to the provisions of ARTICLE XV, Section B with regard to
circumstances dealing with offshore outsourcing.
ARTICLE XIII
Amendments
This writing constitutes the entire agreement between the parties with respect to all matters
herein. This contract may be amended only by a writing signed by both parties. However, it is
agreed by the parties that any amendments to laws or regulations cited herein will result in the
correlative modification of this contract, without the necessity for executing written amendments.
Any written amendments to this contract shall be prospective in nature. When a new or different
term or condition is added, additional consideration is not necessary to bind the parties.
ARTICLE XIV
Limitation of Liability
A. The CONTRACTOR holds ODH harmless from any and all liability, suits, losses,
judgments, damages, or any other demands arising out of the actions or omissions of the
CONTRACTOR while performing this contract.
B. ODH's liability for damages, whether in contract or in tort, shall not exceed the total amount
of compensation payable to the CONTRACTOR under ARTICLE Ili or the amount of
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Contract # Prev- 30851 -01 ADTS # 44832
direct damages incurred by the CONTRACTOR, whichever is less. The CONTRACTOR's
sole and exclusive remedies for ODH's failure to perform under the contract shall be as set
forth in this article. In no event shall ODH be liable for any indirect or consequential
damages, including loss of profit, even if ODH knew or should have known of the possibility
of such damages.
C. Neither party is responsible to the other party for nonperformance or delay in performance of
the terms of the contract due to acts of God, wars, riots, strikes, or other causes beyond the
control of the parties.
ARTICLE XV
Offshore Outsourcing
A. The CONTRACTOR affirms to have read and understands Executive Order 2010 -09S
issued by Ohio Governor Ted Strickland and shall abide by those requirements in the
performance of this contract, and shall perform no services required under this contract
outside of the United States. The Executive Order is provided as an attachment and also is
available at the following website: (http: / /www. governor. ohio .gov /Default.aspx ?tabid= 1495).
The CONTRACTOR also affirms, understands, and agrees to immediately notify the State
(ODH) of any change or shift in the location(s) of services performed by the
CONTRACTOR or its subcontractors under this contract, and no services shall be changed
or shifted to a location(s) that are outside of the United States.
B. Termination, Sanction, Damages
If CONTRACTOR or any of its subcontractors perform services under this contract
outside of the United States, the performance of such services shall be treated as a
material breach of the contract. The State (ODH) is not obligated to pay and shall not pay
for such services. If CONTRACTOR or any of its subcontractors perform any such
services, CONTRACTOR shall immediately return to the State (ODH) all funds paid
for those services. The State (ODH) may also recover from the CONTRACTOR all
costs associated with any corrective action the State (ODH) may undertake, including but
not limited to an audit or a risk analysis, as a result of the CONTRACTOR performing
services outside the United States.
2 The State (ODH) may, at any time after the breach, terminate the contract, upon written
notice to the CONTRACTOR. The State (ODH) may recover all accounting,
administrative, legal and other expenses reasonably necessary for the preparation of the
termination of the contract and costs associated with the acquisition of substitute services
from a third party.
3 If the State (ODH) determines that actual and direct damages are uncertain or difficult to
ascertain, the State (ODH) in its sole discretion may recover a payment of liquidated
damages in the amount of I of the value of the contract.
4 The State (ODH), in its sole discretion, may provide written notice to CONTRACTOR
of a breach and permit the CONTRACTOR to cure the breach. Such cure period shall be
no longer than 21 calendar days. During the cure period, the State (ODH) may buy
substitute services from a third party and recover from the CONTRACTOR any costs
associated with acquiring those substitute services.
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5 Notwithstanding the State (ODH) permitting a period of time to cure the breach or the
CONTRACTOR's cure of the breach, the State (ODH) does not waive any of its rights
and remedies provided the State (ODH) in this contract, including but not limited to
recovery of funds paid for services the CONTRACTOR performed outside of the United
States, costs associated with corrective action, or liquidated damages.
ARTICLE XVI
Assignment
The CONTRACTOR will not assign any of its rights nor delegate any of its duties and
responsibilities under this contract without prior written consent of the State (ODH). Any
assignment or delegation not consented to may be deemed void by the State (ODH). .
ARTICLE XVII
Drug Free Workplace
The CONTRACTOR shall comply with all applicable state and federal rules, regulations and
statutes pertaining to a drug free workplace. The CONTRACTOR shall make a good faith effort
to ensure that all employees of the CONTRACTOR do not purchase, transfer, use or possess
illegal drugs or alcohol or abuse prescription drugs in any way while working on state, county, or
municipal property.
ARTICLE XVIII
Good Standing
A. CONTRACTOR affirmatively represents and warrants to ODH that it is not subject to a
finding for recovery tinder section 9.24 of the O.R.C., or that it has taken the appropriate
remedial steps required under section 9.24 of the O.R.C. or otherwise qualifies under that
section. CONTRACTOR further affirmatively represents and warrants to ODH that it is not
debarred or suspended from entering into state of Ohio contracts pursuant to section 125.25
of the O.R.C. and is not subject to exclusion, disqualification or ineligibility as defined in 2
Code of Federal Regulations (C.F.R.) § 180.110. CONTRACTOR agrees that if this
representation and warranty is deemed false, the contract will be void ab initio as between the
parties to this contract, and any funds paid by ODH hereunder shall be immediately repaid to
ODH, or an action for recovery may be immediately commenced by ODH for the recovery
of said funds.
B. The CONTRACTOR certifies that the CONTRACTOR is not federally debarred from
participating in government contracts funded by federal money as described in 2 C.F.R.
§ 180.220. If at any time during the contractual period the CONTRACTOR is federally
debarred from participating in government contracts funded by federal money, for whatever
reason, the CONTRACTOR shall immediately notify ODH of the debarment.
C. The CONTRACTOR certifies that all approvals, licenses or other qualifications necessary to
conduct business in Ohio have been obtained and are operative. If at any time during the
contractual period the CONTRACTOR becomes disqualified from conducting business in
Ohio, for whatever reason, the CONTRACTOR shall immediately notify ODH of the
disqualification.
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ARTICLE XIX
Insurance
CONTRACTOR will provide the following insurance at its own expense:
A. Workers' Compensation insurance, as required by Ohio law or the laws of any
other state where work under this contract will be done. CONTRACTOR will
also maintain employer's liability insurance.
Personal injury, bodily injury, and property damage liability insurance, including
automobile coverage, with personal injury and bodily injury coverage.
ARTICLE XX
Compliance with O.R.C. § 2909.33 (C)
Check One Box:
The CONTRACTOR certifies that the CONTRACTOR does not receive funding in the
aggregate amount greater than $100,000.00 annually from the state of Ohio, any
instrumentality of the state of Ohio, and any political subdivision of the state of Ohio.
MTa
The CONTRACTOR certifies that the CONTRACTOR is currently in compliance with
section 2909.33(C) of the O.R.C. in that the CONTRACTOR has not and does not provide
material assistance to any organization listed on the United States Department of State terrorist
exclusion list or any such similar lists referenced in section 2909.33(C) of the O.R.C.
"Material assistance" or "material support or resources" means currency, payment instruments,
other financial securities, funds, -and financial services that are in excess of one hundred
dollars, as well as communications, lodging, training, safe houses, false documentation, or
identification, communications equipment, facilities, weapons, lethal substances, explosives,
personnel, transportation, and other physical assets, except medicine or religious materials.
The CONTRACTOR further certifies that that the CONTRACTOR is not, nor has been, a
member of any organization referenced above and that the CONTRACTOR shall notify
ODH in any change of status regarding this certification. CONTRACTOR agrees that if this
representation and warranty is deemed false, the contract will be void ab initio as between the
parties to this contract and any funds paid to the CONTRACTOR shall be immediately repaid
to ODH or an action for recovery may be immediately commenced by ODH for the recovery
of said funds.
ARTICLE ,W
Construction
This agreement shall be governed, construed and enforced in accordance with the laws of the
State of Ohio. Further, the Ohio courts shall have jurisdiction over the subject matter and the
parties hereto in connection with disputes concerning validity and enforcement of this agreement.
Should any portion of this contract be found unenforceable by operation of statute or by
administrative orjudicial decision, the enforceability of the balance of this contract shall not be
affected thereby, provided that the absence of the unenforceable provision does not render the
performance of the remainder of the contract impossible.
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Contract # Prev- 30851 -01 ADTS # 44832
IN WITNESS WHEREOF, the parties, by signing below, indicate their agreement to the above.
/0/ yo IJK(� A t � ?
Date CONTRACTOR'S Authorized Representative
Continental Message Solution, Inc.
Vendor ID 90000062747
//—f ;�eD
Date
Alvin D. Jackson, M:EL,_Pi
Ohio Department of Health
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