Ohio State Fair Entertainment Production

Request for Proposal (RFP):

Ohio State Fair Entertainment Production

Issued by: Ohio Expositions Commission (“the Commission”), 717 E. 17th Avenue, Columbus, OH 43211
RFP Issued: February 9, 2026, at 12 p.m. EST

Inquiry Period Begins: February 9, 2026, at 12 p.m. EST

Inquiry Period Ends: February 27, 2026, at 10 a.m. EST

Proposal Due Date: March 2, 2026, at 5 p.m. EST

Table of Contents

Executive Summary

Objective

The Ohio Expo Center & State Fairgrounds (the Commission) is soliciting competitive proposals for a qualified vendor to enter a two-year contract with a two-year renewal option to become the entertainment talent provider, responsible for entertainment booking, production, and related services in preparation for the Ohio State Fair.

If a suitable offer is made in response to this RFP, the Commission may enter into a contract (Contract) to have the selected Offeror (the Vendor) perform all parts of the Project. This RFP provides details on what is required to submit a proposal, how the Commission will evaluate the proposals, and what will be required of the Vendor in performing the work.

Background

The Ohio State Fair is one of the nation’s premier state fairs, drawing nearly one million visitors annually to Columbus, Ohio. For 12 days each summer, families from across the state and beyond experience concerts, livestock shows, the Natural Resources Park, rides, food, shopping, and entertainment. The Fair has been recognized nationally by Travel Magazine, Yahoo! Travel, Huffington Post, Forbes, and USA Today’s 10 Best Readers’ Choice Awards.

Located in the heart of Columbus, Ohio, the Ohio Expo Center & State Fairgrounds spans 360 acres with 26 buildings and more than 2.3 million square feet of event space under roof. The facility features on-site parking for more than 14,000 vehicles and is one of the most flexible and accommodating venues in the Midwest. The campus hosts hundreds of events annually and serves as home to the Ohio State Fair. Its central location places it within a half-day drive of half the U.S. population and minutes from downtown Columbus and John Glenn International Airport.

General Instructions

Calendar of Events

The schedule for this RFP and the work to be addressed is as follows. The Ohio Expo Center reserves the right to change this schedule as needed.

Milestone	Date
RFP Issued	February 9, 2026, at 12 p.m. EST
Inquiry Period Begins	February 9, 2026, at 12 p.m. EST
Inquiry Period Ends	February 27, 2026, at 10 a.m. EST
Proposal Due Date	March 2, 2026, at 5 p.m. EST
Estimated Award Date	April 1, 2026
Contract Begin Date	July 1, 2027
Contract End Date	June 30, 2031

Contract Period

The initial term of this contract will begin July 1, 2027, and end June 30, 2029. At the sole discretion of the Ohio Expo Center, the contract may be extended for two (2) additional years, ending no later than June 30, 2031. Extensions must be mutually agreed upon in writing by both parties.

Contact

The following individual will represent the Ohio Expo Center and State Fair as the primary contact for all matters related to this RFP and any subsequent contract:

Chelsea Kent

Project Coordinator
Ohio Expo Center & State Fairgrounds
717 East 17th Ave.
Columbus, Ohio 43211
Office: 614-644-4434
Email: c.kent@expo.ohio.gov

Inquiries and Submissions: State of Ohio Purchasing Solution: OhioBuys

The following section provides details on how to get more information about this RFP and how to submit inquiries.

OhioBuys

OhioBuys provides the primary platform for Supplier partners to engage in procurement activities with the State of Ohio.

Learner Guide
For additional information on viewing and submitting inquiries, please visit the Learner Guide portion of the OhioBuys website . Linked on this page, you will find the latest version of helpful resources, including the “Viewing and Responding to Solicitations” Learner Guide or the “Viewing and Responding to Solicitations” Supplier Training Video (also linked below).

OhioBuys Bidder & Supplier Training | State of Ohio Procurement
YouTube Training: View and Responding to Solicitations
https://www.youtube.com/watch?v=Y7JBA93s-2g

Inquiries

Offerors may make inquiries regarding this RFP any time during the inquiry period listed in the Calendar of Events. To make an inquiry, Offerors must login to OhioBuys, navigate to the solicitation, open the Inquiry tab and submit their inquiry.

Offerors will not receive a personalized e-mail response to their question, nor will they receive notification when the question has been answered. Offerors may view inquiries and responses on the OhioBuys Public Solicitations page by opening the Solicitation Overview and navigating to the inquiries section of that page.

The Commission will try to respond to all inquiries within 48 hours of receipt, excluding weekends and State holidays.

The Commission will not respond to any inquiries received after 10:00 a.m. on the inquiry end date.

Proposal Submission

Proposals must be uploaded in Ohio Buys at: https://ohiobuys.ohio.gov/page.aspx/en/rfp/request_browse_public

Electronic Submission: Offeror must submit one (1) original Proposal which includes all completed and signed forms.

The Commission may reject any proposals or unsolicited proposal amendments that are received after the deadline.

Each Offeror must carefully review the requirements of this RFP and the contents of its proposal. the Commission will not be liable for any costs incurred by any Offeror in responding to this RFP, regardless of whether the Commission awards the contract through this process, cancels this RFP for any reason, or issues another RFP.

By submitting a Proposal, the Offeror acknowledges that it has read this RFP, understands it, and agrees to be bound by its requirements.

In addition, the Offeror will agree to abide by all laws, rules and directives of the State of Ohio, as they pertain to vendors doing business with the State of Ohio.

The Commission may reject a Proposal if the Offeror takes exception to the terms and conditions of this RFP, fails to comply with the procedure for participating in the RFP process, or if the Proposal fails to meet any requirement of this RFP. The Commission may reject any Proposal that is not in the best interest of the Commission.

All Proposals and other material submitted will become the property of the Commission. Proprietary information should not be included in a Proposal or supporting materials because all Proposals will be treated as a public record and the Commission will have the right to use any materials or ideas submitted in any Proposal without compensation to the prospective Offeror.

Waiver of Defects

The Commission has the right to waive any defects in any Proposal or in the submission process followed by the Offeror. However, the Commission will only do so if it is in the best interest of the Commission and will not cause any material unfairness to other Offerors.

Amendments to Proposal

Amendments or withdrawals of proposals will be allowed if the amendment or withdrawal is received before the proposal due date. No amendment or withdrawals will be permitted after the due date, except as expressly authorized by the Commission.

Amendments to the RFP

If the Commission decides to revise this RFP, amendments will be posted on the DAS website. Offerors are responsible for checking the website for any updates or to review all questions and answers posted regarding this RFP.

Scope of Work

All work performed will be in compliance with OEC policies and procedures, using industry standard best practices. The final scope of work may change at the time of agency selection, and any changes will be incorporated into the resulting contract.

A. Celeste Center Booking and Production - Booking and producing concerts and events in the 10,000 seat, air-conditioned Celeste Center. The venue is host to a wide variety of national performers such as Heart, Styx, Rascal Flatts, Reba McEntire, Gabriel Iglesias, Ice Cube, Nelly and Trevor Noah (these are paid concerts). Extensive experience and a demonstrated ability in booking and producing national entertainment at large Midwest fairs is greatly preferred, as this experience relates directly to the needs of the Ohio State Fair.

• Entertainment buying services, including providing a purchasing agent to: work with entertainment booking agencies to gather price lists of available artists; get approval from the OEC’s designated representative before offers are made; make every effort to buy the best talent at the lowest cost and ensure that OEC budgetary guidelines are being followed; advise OEC on advertising and promotion of concerts as requested and get proper materials from Artists for promotional purposes; work with artists to get permission to announce, advertise and go on sale. (Note: Agency shall receive no fees from Artist(s) unless notification of same is given to OEC in advance of OEC signing Artist(s) agreement. If Agency is to receive a fee, it must be noted on Artist(s) agreement).

• Production services, including providing a production coordinator, to: review contract riders and advance dates with artists’ representatives; manage the building, stage manage the day to day operations and coordinate sound and lighting companies set up and tear down; schedule stagehand calls; coordinate catering services; schedule local ground transportation; and provide other necessary on-site production services such as assisting with tickets, overseeing security and settling up with artist representatives. (Note: OEC will negotiate all production-related contracts such as sound and lights, stagehand and catering services and will pay for all such related production expenses. In addition, the OEC will provide office space, a phone line and wireless internet access for use by the production coordinator). Within 30 days after the Ohio State Fair, the production coordinator shall provide a report of all expense items as they relate to the budget as well as a written synopsis of the overall effectiveness of the featured entertainment program.

B. Grounds Entertainment Booking and Production - Buying and producing grounds entertainment, including four outdoor stages (seating capacity of ranging from 100 to 250) and roving entertainment (all grounds entertainment performances are free with Fair admission.) Act as the on-site manager and assist with act placement. Extensive experience in booking and producing grounds entertainment at large Midwest fairs is greatly preferred, as this experience relates directly to the needs of the Ohio State Fair.

• Entertainment buying services, including providing a purchasing agent to: work with entertainment booking agencies and independent acts and attractions to gather price lists of available artists; get approval from the OEC’s designated representative before offers are made; make every effort to buy the best talent at the lowest cost and ensure that OEC budgetary guidelines are being followed; advise OEC on advertising and promotion of entertainment as requested and get proper materials from Artists for promotional purposes. (Note: Agency shall receive no fees from Artist(s) unless notification of same is given to OEC in advance of OEC signing Artist(s) agreement. If Agency is to receive a fee, it must be noted on Artist(s) agreement).

• Production services include hiring and paying for stage managers at both of the outdoor stages and providing an overall production manager to: oversee the stage managers and the day to day operations for all grounds entertainment; coordinate stagehand schedules (note: the OEC will negotiate all production-related contracts such as sound and lights, and stagehands and will pay for all such related production expenses); review any riders (note: Producer will issue all grounds entertainment contracts) and conduct any necessary advance work with artists; help establish schedules for roving and stage entertainment; and respond to minor disputes or problems during the Ohio State Fair. The OEC will provide office space and wireless internet access for use by the production manager. Within 30 days after the Ohio State Fair, the production manager shall provide a written synopsis of the overall effectiveness of the on-grounds entertainment program.

C. Historic Crew Stadium Concert – Historic Crew Stadium is a venue located on the north end of the OEC grounds with seating for up to 30,000 for a concert. There is potential for a concert to take place there during the fair. Services provided by Agency include buying entertainment for and producing the show (as outlined in paragraph A above); agency must provide evidence of experience in booking and producing stadium shows of this size.

D. Agency Representation - Sending a representative, at the agency's expense, to the International Entertainment Buyers Association Conference and the International Association of Fairs and Expositions Convention & Trade Show each year.

Vendor Requirements

• Adherence to proposal contents

• Cost

• Agency’s Experience, Reliability, Expertise of Personnel, and Method of Performance

• References

• Ohio Based Company

• Minority Business Enterprise

Proposal Requirements

Proposal Format

Each proposal must include sufficient data to allow the Commission to verify the total cost for the work and all the Offeror’s claims of meeting the RFP’s requirements. These instructions describe the required format for a responsive proposal. The Offeror may include any additional information it believes is relevant.

Offeror Profile

Each proposal must include a general profile of the prospective Offeror’s relevant experience working on projects like this work. In the Offeror’s Profile Summary (See Attachment One), details on prior and current similar and/or relevant work projects should be provided, including the scope of such work and clients. While detail is generally preferred on an Offeror’s most recent work, Offerors are encouraged to provide detail on relevant work in Ohio.

The profile must also include:

· Offeror’s legal name, address, and telephone number

· Home office location

· Date established

· Ownership (such as public firm, partnership, or subsidiary)

· Firm leadership (e.g., corporate officers or partners)

· Total number of employees nationwide and in Ohio

· The percentage of women and minority employees (nationwide and in Ohio)

· Number of employees to be engaged in tasks directly related to the work

· Any other relevant background information

Work Plan

The prospective Offeror must fully describe its approach, methods, and specific work steps for doing the work and producing the Work Requirements and Deliverables set forth in Part Three of this RFP. The Commission encourages responses that demonstrate a thorough understanding of the work, how to complete it effectively, and provide a complete and detailed description of how each area of the Scope of Work will be addressed.

The work plan must clearly and specifically identify key personnel assignments, by individual, as to who would be addressing the deliverables set forth in the Scope of Work section.

Personnel Profile Summaries

Each proposal must include a profile and/or resume that demonstrates the competency of the Offeror’s team members:

· Team Members’ Names

· Experience and Qualifications related to this project

· Dates of Employment specific to projects requiring similar expertise

· Project Experience (scope, size, relevance)

References

Offerors must include three references related to similar services provided within the past five years. Each reference should be willing to discuss the Offeror’s performance with a Commission representative.

Cost Summary

Each Offeror must complete a cost summary table showing per ticket fees associated with all ticket types, and any pricing associated with equipment, on-site support, and more, as outlined in the form below.

· Include all expenses in hourly rates/hours (supplies, materials, travel, per diems, shipping, etc.).

· No extra billing.

· Offeror will invoice only for actual work performed and documented.

· Upon execution of the Contract, the Commission will not be liable for unlisted costs.

Standard Affirmation and Disclosure Form

The Offeror must complete the form per Executive Order 2022-02D on Offshore Services. By signing, the Offeror agrees that no services will be performed outside the U.S. If awarded a contract, the form will become binding.

Affirmation Statement

Submit a signed statement affirming that the Offeror and its staff:

· Do not currently owe money to the State of Ohio

· Have no unresolved findings for recovery under ORC 125.25

· Reference Link: http://codes.ohio.gov/orc/125.25

Campaign Contribution Certification

If the contract is over $500, Offeror must certify compliance with ORC 3517.13 Divisions (I) or (J) on political contributions. Reference Link: http://codes.ohio.gov/orc/3517.13

Evaluation Of Proposal

The evaluation process may consist of up to four distinct phases:
1. The Initial Review of all proposals for defects.
2. The Evaluation of the Proposals’ technical merits and cost summary.
3. Request for More Information (Interviews, Presentations, and Demonstrations).
4. Contract Negotiations.

It is within the purview of the Commission to decide whether phases three and four are necessary.

Initial Review

Proposals are reviewed for timeliness, format, and completeness. Defective or incorrectly formatted proposals may be rejected. In certain cases, a prospective Offeror may be allowed to correct a defect.

Unsolicited amendments received after the deadline will be rejected. Late submissions must be supported with evidence of delivery date and time if disputed.

Team Review of the Proposals

Each evaluation team member will score proposals on technical merit based on the Part Six criteria. The team may break criteria into components and weight them according to importance. After individual scoring, the team will reach consensus on final scores.

Clarifications

The Commission may request clarifications during the review process. This may allow Offerors to fix issues without gaining unfair advantage, provided it is in the Commission’s interest.

Rejection of Proposal

The Commission reserves the right to reject any proposal that:
• Doesn’t follow the required format,
• Fails to meet RFP requirements, or
• Is deemed excessive in price or misaligned with the Commission’s goals.

The Commission may also cancel the RFP altogether or pursue the work via other means.

Offeror’s Performance History with Other Jurisdictions

Three references for comparable projects must be provided. The Commission will contact them and/or use its own experience with the Offeror for evaluation. These references are required.

Interviews, Presentations, and Demonstrations

The Commission may request Offerors to participate in interviews or demos to clarify their proposals. These are scheduled at the Commission’s discretion and are not negotiation opportunities.

Contract Negotiations

If selected, the Offeror must negotiate in good faith. The Commission may negotiate with one or more Offerors but will not disclose proprietary or pricing info between competitors. Final negotiated changes will be documented in the contract file.

Failure to negotiate in good faith can lead to termination of negotiations.

Contract Award

The contract will go to the Offeror who:
• Demonstrates the best understanding of the RFP;
• Can complete all deliverables on time;
• Offers the most cost-effective solution.

The Commission will issue an award letter and finalize the agreement only after the contract is signed and all conditions are met.

Contract

The awarded contract comprises:
1. This RFP (as amended),
2. Referenced documents incorporated in the RFP,
3. The Offeror’s Proposal (as amended),
4. Documents incorporated by reference in the Proposal

5. Standard Terms and Conditions, attached, and

6. Any subsequential terms will be agreed by both parties in writing.

7. Any subsequential terms agreed upon by both parties in writing.

In case of conflict, documents higher in this order take precedence. Amendments post-execution override prior provisions if explicitly stated.

Deliverables Obligation

The Independent Contractor must provide all deliverables under this Contract. If any of the deliverables in this Contract are not provided beyond the end date of the contract, this Contract will be amended through a renewal contract. Any compensation to the Independent Contractor under the renewal contract will be limited to only the deliverables not completed under this Contract.

Evaluation Criteria

Proposals will be evaluated on the following criteria:

Criteria	Point Value
Adherence to required proposal contents	Pass/Fail
Cost	25
Agency’s Experience, Reliability, Expertise of Personnel, and Method of Performance	50
References	15
Ohio-based Company	5
Minority Business Enterprise	5
TOTAL	100

The Ohio Expo Center reserves the right to reject all proposals.

State of Ohio Standard Terms & Conditions

I. GLOSSARY – The following definitions are applicable to all components of the Contract:

A. Acceptance: Approval and retention by the Commission of any products, supplies, services, or other Deliverables, delivered to fulfill Contract requirements.

B. Contractor: The entity to which the Contract is awarded as a result of the Request for Proposal process and that signs the Contract.

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

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

II. REGULATORY CONTRACT REQUIREMENTS

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

B. APPROPRIATION OF FUNDS. The Commission’s funds are contingent upon the availability of lawful appropriations by the Ohio General Assembly. If the General Assembly fails at any time to continue funding for the payments or any other obligations due by the Commission under this Contract, the Commission will be released from its obligations on the date funding expires. If appropriations are approved, the Commission may continue this Contract past the current biennium by issuing written notice of continuation to the Contractor. Any obligations of the Commission are subject to Section 126.07 of the Ohio Revised Code.

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

The independent Contractor will comply with Ohio IT-04 and any associated Commission policies if given access to statewide and Commission IT resources.

D. 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.

E. CONTRACTOR’S WARRANTY AGAINST AN UNRESOLVED FINDING FOR RECOVERY. 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 shall immediately repay any funds paid under this Contract.

F. DEBARMENT. Contractor represents and warrants that it is not debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Contract is void ab initio and the Contractor shall immediately repay any funds paid under this Contract.

G. DRUG FREE WORKPLACE. The Contractor agrees to comply with all applicable state and federal laws regarding a drug-free workplace and shall make a good faith effort to ensure that all of Contractor’s employees, while working on Commission property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

H. ELECTIONS LAW. 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.

I. EQUAL EMPLOYMENT OPPORTUNITY. The Contractor will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Section 125.111 of the Ohio Revised Code and all related Executive Orders.

Before a Contract can be awarded or renewed, an Affirmative Action Plan must be submitted to and approved by the Ohio Department of Administrative Services, Equal Opportunity Division.

J. EXPENDITURE OF PUBLIC FUNDS ON OFFSHORE SERVICES. The Contractor affirms it understands Executive Order 2022-02D and shall abide by those requirements in the performance of the Contract. Notwithstanding any other terms of this Contract, the Commission reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The Commission does not waive any other rights and remedies provided the Commission in the Contract.

The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure form to abide with Executive Order 2022-02D affirming no services of the Contractor or its subcontractors under this Contract will be performed outside the United States. During the performance of this Contract, the Contractor must not change the location(s) of the country where the services are performed, change the location(s) of the country where the data is maintained, or made available unless a duly signed waiver from the Commission has been attained to perform the services outside the United States.

K. GOVERNING LAW. This Contract shall be 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.

L. 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 Commission to any public employee retirement system.

Contractor acknowledges and agrees 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 shall 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 prior to commencement of the work, service, or deliverable, provided under this Contract, shall serve as Contractor’s certification that Contractor is a “Business entity” as the term is defined in Section 145.037 of the Ohio Revised Code.

M. REGISTRATION WITH THE SECRETARY OF STATE. Contractor certifies that it is either:

1. A company 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 registration requirements of the Ohio Secretary of State.

N. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, the Commission is exempt from sales tax.

O. 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. 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 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 sanctions by country can be found at https:/ /www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx. These sanctions generally preclude acquiring any supplies or services that originate from sources within, or that were located in or transported from or through Cuba, Iran, Libya, North Korea, Syria, or the Crimea region of Ukraine.

P. TRAVEL. Any travel that the Contractor requires to perform its obligations under this Contract will be at the Contractor’s expense.

Q. 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 Commission encourages the Contractor to purchase goods and services from Ohio certified MBE and EDGE vendors.

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 earliest of:

(1) the ending date stated in the Contract; (2) the Contract is fully performed by both parties; (3) the Contract is canceled or terminated; or (4) the Contract expires at the end of a biennium unless continued by the Commission. This Contract may be renewed upon satisfactory performance of activities hereunder, appropriation of funds by the Ohio General Assembly, and at the sole discretion of the Commission. The Commission will issue a notice to the Contractor if the Commission decides to renew this Contract. The Contractor shall 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 both parties. Notwithstanding the foregoing, the Commission may reduce non-material changes to writing and provide notice to the Contractor.

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 Commission. Any assignment or delegation not consented to may be deemed void by the Commission.

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 Commission 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. When this Contract refers to days, it means calendar days, unless it expressly provides otherwise.

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 Commission’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. Unless otherwise stated elsewhere in the final Contract, the priority as set forth in the RFP will take precedence over the Standard Terms and Conditions. If there is any inconsistency or conflict between the final Contract and any provision incorporated by reference by the Contractor, this Contract will prevail.

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

1. Advertise that the Contractor is doing business with the Commission; or

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

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 Commission 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 shall submit a list identifying the Contractor’s subcontractors. The Contractor may not enter into subcontracts related to the Contract after award without written approval from the Commission. If any change occurs during the term of the Contract, that requires a change to identified subcontractors, the Contractor shall amend its list of subcontractors and request written approval from the Commission. The Commission 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 under the Contract. In addition, all subcontractors agree to be bound by all of the Terms and Conditions and specifications of the Contract. 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 shall survive the termination of this Contract.

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 Commission, 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 applicable, an official State of Ohio Purchase Order (P.O.) has been issued from the appropriate Ordering Agency.

4. If required, the Controlling Board of Ohio has approved the purchase in accordance with Section 127.16 of the Ohio Revised Code.

B. CONTRACT ORDERS. The Commission will order supplies or services under this Contract from the Contractor directly. The Contractor may receive orders made by the Commission by telephone, facsimile, electronically, in person, payment card (if applicable) or purchase order from authorized employees of the Commission. The Commission will not be responsible for orders placed by unauthorized employees.

C. INVOICE REQUIREMENTS. The Contractor or dealer, authorized to submit invoices, must submit an original invoice to the office at the following email address: m.kalan@expo.ohio.gov.

The Contractor will only be compensated for the Deliverables accepted by the Commission. To be a proper invoice, the invoice must include the following:

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

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

3. The Commission;

4. Commission Billing Address;

5. Delivery location of supplies or services;

6. Contractor Name;

7. Contractor Address;

8. Contractor’s Unique Invoice Number;

10. Itemization of deliverables or supplies provided, including:

• List of Deliverable(s) performed or supplies

• Date(s) deliverable was performed or supplies delivered

• Number of hours per deliverable(s)

• Name of person performing the work

• List hourly rate

• Amount due

• Summarize total amount due, if applicable

• Remaining balance on contract, if applicable

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

12. For time and material 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. 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 Commission will be considered the date payment is made. Payment of an invoice by the Commission will not prejudice the Commission’s right to object to or question that or any other invoice or matter in relation thereto. The Commission’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 Auditor of State. At the time of Contract award, Contractor must be able to accept all forms of payment from the Commission and Ordering Agency.

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.

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 Commission regarding conduct on any premises under the Commission’s control.

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

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

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 Commission for any direct damages and claims by third parties based on breach of these warranties.

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

B. INDEMNITY. The Contractor must indemnify the Commission for any and all claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities including, but not limited to, bodily injury to any person (including injury resulting in death) or damage to property, that may arise out of, or are related to, the Contractor’s performance under this Contract, providing such is due to the negligence or other tortious conduct of the Contractor, the Contractor’s employees, agents, or subcontractors.

The Contractor must also indemnify the Commission against any claim of infringement of a copyright, patent, trade secret, or similar intellectual property right based on the Commission’s proper use of any Deliverable under this Contract. This obligation of indemnification will not apply where the Commission 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 (1) of the following four (4) actions:

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