Contractual Agreement Between the
Contract # DPS00000
Ohio Department of Public Safety/
Ohio State Highway Patrol
And
Independent Contractor Name
Street Address
City, State Zip Code
(XXX) XXX-XXXX
This agreement, hereinafter referred to as “Agreement”, is made by and between the Ohio Department of Public Safety
/ Ohio State Highway Patrol, hereinafter referred to as “ODPS”, and Independent Contractor, hereinafter referred to as
“the Independent Contractor”, and is subject to the following terms and conditions.
1.
TERM: This Agreement is to be effective from receipt of a purchase order through June 30, 2026. If the term
of this Agreement extends beyond a biennium, the Agreement will terminate on the last day of the current
biennium. At that time, ODPS may renew this Agreement by addendum to the Independent Contractor no later
than July 1, of the new biennium. The operating biennium expires June 30th of each odd-numbered calendar
year.
RENEWAL: This Agreement may be renewed upon mutual agreement of both parties and may not exceed
twenty-four (24) months, unless ODPS determines that additional renewal is necessary.
2.
STATEMENT OF WORK:
A. The Independent Contractor shall undertake the work and activities described in the Scope of Work, labeled
Exhibit 1, attached. Exhibit 1 is made a part of this Agreement and incorporated by reference, as if fully
rewritten. The Independent Contractor shall perform the services under this Agreement in a professional,
workman-like manner and to the satisfaction of the ODPS. The ODPS shall not hire, supervise, or pay any
assistants to the Independent Contractor in its performance under this Agreement. The ODPS shall not be
required to provide any training to the Independent Contractor to enable it to complete work under this
Agreement. The Independent Contractor shall furnish its own support staff, materials, tools, equipment,
and other supplies necessary to complete the work under this Agreement, unless stated otherwise in ODPS
Policy and / or Scope of Work.
Order of Priority: If there is an inconsistency between Exhibit 1 (Scope of Work) and any terms set forth in
the body of the Agreement, the latter shall prevail.
B. The Independent Contractor declares that it is engaged as an independent business and shall furnish
professional services performed according to applicable commercial standards. Neither the Independent
Contractor nor its personnel shall, at any time or for any purpose under this Agreement, be considered as
employees or agents of the ODPS or the State of Ohio. The Independent Contractor shall determine the
hours required to perform the services to be provided under this Agreement, and retains discretion over its
schedule when performing services on the premises of the ODPS, subject to the ODPS’s normal business
hours and security requirements.
C. The Independent Contractor agrees to comply with all applicable federal, state, and local laws in performing
the work under this Agreement. The Independent Contractor accepts full responsibility for the payment of
all taxes, and the ODPS and the State of Ohio shall not be liable for any taxes under this Agreement.
D. The Independent Contractor shall perform the work under this Agreement and may subcontract without the
ODPS’s approval for the purchase of articles, supplies, components, or special mechanical services that
do not involve the type of work or services which are to be performed by the Independent Contractor under
this Agreement, but which are required for the Agreement’s satisfactory completion. The Independent
Contractor is responsible for the expense of any and all work subcontracted. Neither this Agreement nor
any rights, duties, or obligations described in this Agreement shall be assigned by either party without the
prior express written consent of the other party.
PH (10/2024)
Page 1 of 14
3.
COMPENSATION:
Contract # DPS00000
A. The Independent Contractor will be compensated at an hourly rate of $XXXX.XX dollars not to exceed a
total of a total AMOUNT SPELLED OUT dollars ($0000.00), for services performed according to this
Agreement and the Scope of Work, attached. The State of Ohio is exempt from all state and local taxes
and does not agree to pay any taxes. The ODPS will make payment to the Independent Contractor within
thirty (30) days of receipt of an acceptable invoice. O.R.C. Section 126.30 applies to this Agreement and
requires payment of interest on overdue payments. The interest rate shall be at the rate per calendar month
which equals one-twelfth of the rate per annum prescribed by O.R.C. Section 5703.47.
B. The Independent Contractor will not submit more than one invoice for work performed within a 30-day
period. In order to be considered a proper invoice, the Independent Contractor shall include on all invoices
the proper vendor identification number, purchase order number, and total cost of services; attest that they
are billing only one agency for the identified hours; and submit an original copy monthly to:
Ohio Department of Public Safety
Attn: Fiscal Services
P.O. Box 182074
Columbus, Ohio 43218-2074
OSPfiscal2@dps.ohio.gov
C. Unless expressly provided for elsewhere in this Agreement, the Independent Contractor shall be
responsible for and assume all office and business expenses that are incurred as a result of the performance
of this Agreement.
4.
AVAILABILITY OF FUNDS: The obligations of the ODPS under this Agreement are subject to the determination
by the Director of Budget and Management that sufficient funds have been appropriated by the General
Assembly to the ODPS for the purposes of this Agreement and to the certification of the availability of such funds
by the Director as required by O.R.C. Section 126.07. The ODPS may suspend or terminate this Agreement if
the General Assembly fails to appropriate funds or if federal grant funds are not available for any part of the work
under this Agreement.
5.
AUDITOR RECOVERY FINDING - O.R.C. Section 9.24: The Independent Contractor affirmatively represents
and warrants to the ODPS that the Independent Contractor is not subject to a finding for recovery under O.R.C.
Section 9.24, or that the Independent Contractor has taken the appropriate remedial steps required under O.R.C.
Section 9.24, or otherwise qualifies under that section. The Independent Contractor agrees that if this
representation and warranty is false, the Agreement shall be void ab initio as between the parties to this
Agreement, and any funds paid by the ODPS hereunder shall be immediately repaid to the ODPS, or an action
for recovery may be immediately commenced by the ODPS for recovery of said funds.
6.
DEBARMENT: The Independent Contractor warrants that it is not currently subject to a finding by the Ohio
Department of Administrative Services debarring the Independent Contractor from consideration for contract
awards, and that Independent Contractor does not currently appear on any federal or State of Ohio debarment
list. In the event that, during the course of this Agreement, the Independent Contractor is debarred from
consideration for the contract awards by the Ohio Department of Administrative Services, or otherwise appears
on any federal or State of Ohio debarment list, then the ODPS may terminate this Agreement immediately.
7.
WORKERS’ COMPENSATION AND OTHER BENEFITS: The Independent Contractor and its employees shall
be covered by workers' compensation coverage purchased and maintained by the Independent Contractor. In
addition, the Independent Contractor should ensure that any subcontractors maintain workers' compensation
insurance at all times during the term of this Agreement. Any workers' compensation claims filed by the
Independent Contractor, or its employees or subcontractors, as a result of work performed under this Agreement
is not covered under ODPS's workers' compensation insurance. The Independent Contractor is not entitled to
any State employment benefits, including, but not limited to the Public Employees Retirement System of Ohio
(OPERS), for work performed under this Agreement. The Independent Contractor acknowledges and agrees
any individual providing personal services under this Agreement is not a public employee for purposes of
Chapter 145 of the Revised Code.
8.
DRUG FREE WORKPLACE: The Independent Contractor certifies that to the best of his / her ability, all of his
/ her employees will not purchase, transfer, use, or possess illegal drugs or alcohol or abuse prescription drugs
in any way while working on state property. Failure to comply may result in IMMEDIATE termination of this
Agreement.
PH (10/2024)
Page 2 of 14
Contract # DPS00000
9.
EQUAL OPPORTUNITY REQUIREMENTS:
A. The Independent Contractor, and any of its subcontractors, shall comply with the requirements under
O.R.C. Section 125.111. The Independent Contractor, and any of its subcontractors, shall not discriminate
against anyone because of race, color, religion, sex, age, disability, national origin, ancestry, or military
status.
B. The Independent Contractor certifies that both the Independent Contractor and any of its subcontractors
are in compliance with all applicable federal and state laws, as well as rules and regulations governing fair
labor and employment practices.
C. The ODPS encourages both the Independent Contractor and any of its subcontractors to purchase goods
and services from certified Minority Business Enterprise (MBE) and Encouraging Diversity Growth and
Equity (EDGE) Independent Contractors.
10. CONFLICT OF INTEREST: The Independent Contractor shall not have any interest, direct or indirect, which is
incompatible or in conflict with the carrying out of the terms of this Agreement.
11. CAMPAIGN CONTRIBUTIONS: The Independent Contractor hereby certifies that all applicable parties listed
in Division (I) or (J) of O.R.C. Section 3517.13 are in full compliance with Divisions (I) and (J) of O.R.C. Section
3517.13.
12. OHIO ETHICS CLAUSE: Independent Contractor agrees to abide by all provisions of the Ohio Ethic’s Law,
including O.R.C. 102.02, O.R.C. 102.03, O.R.C. 102.04 and O.R.C. 2921.42.
Pursuant to O.R.C. 102.03(A)(1) no present or former public official or employee shall, during public employment
or service or for twelve months thereafter, represent a client or act in a representative capacity for any person
on any matter in which the public official or employee personally participated as a public official or employee
through decision, approval, recommendation, the rendering of advice, investigation, or other substantial exercise
of administrative discretion.
Per O.R.C. 102.04 (D): The Independent Contractor affirms by his / her signature that:
(a) He / She is not elected or appointed to an office of or employed by the General Assembly or any
department, division, institution, instrumentality, board, commission, or bureau of the State,
excluding the Courts,
OR
(b) The Independent Contractor affirms by his / her signature that he / she is a public official appointed
to a non-elective office or is a public employee, but, is exempt from the provisions of O.R.C. 102.04
(A) or (B) because,
1. The Independent Contractor is supplying the good and / or services which are subject of the
agreement to an agency other than the one with which he / she serves; AND
2. The Independent Contractor has filed the required statements with the following agencies:
a. The appropriate ethics commission; AND
b. The public agency with which he / she serves; AND
c. The public agency to whom the goods and / or services will be provided.
13. OPEN TRADE: Pursuant to O.R.C. 9.76 (B), Vendor warrants that the vendor is not boycotting any jurisdiction
with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the term of this
Agreement.
PH (10/2024)
Page 3 of 14
Contract # DPS00000
14. EXECUTIVE ORDERS 2019-12D AND 2022-02D: The Independent Contractor affirms that it read and
understands Executive Order 2019-12D, and agrees to abide by its requirements in the performance of this
Agreement. The Independent Contractor agrees not to perform any services required under this Agreement
outside of the United States. The Independent Contractor further agrees not to send, take, access, test,
maintain, back-up, store, or remotely make available State data outside of the United States unless a duly signed
waiver has been obtained from the State.
The Independent Contractor further affirms that it read, understands, and agrees to abide by Executive Order
2022-02D, which prohibits Ohio state agencies from purchasing from or investing in Russian institutions and/or
companies. The Independent Contractor thus agrees that it will: a) disclose its principal business location(s) to
ODPS during the provision of goods and services under this Agreement; and b) disclose the principal
business location(s) of all
Sub-contractors that are providing goods and services (whether directly or indirectly) under the Agreement.
The Independent Contractor agrees to complete the Contractor/Subcontractor Affirmation and Disclosure Form
that is attached to this Agreement. If any of the locations disclosed on the Affirmation and Disclosure Form
change during the performance of this Agreement, the Independent Contractor must complete and submit a
revised Affirmation and Disclosure Form reflecting such changes.
A. Termination, Sanction, Damages:
If Independent Contractor or any of its subcontractors perform services under this Agreement outside of
the United States, or if the Independent Contractor otherwise violates the requirements of Executive Orders
2019-12D or 2022-02D, the performance of such services shall be treated as a material breach of the
Agreement. The State is not obligated to pay and shall not pay for such services.
If Independent Contractor or any of its subcontractors perform services under this Agreement outside of
the United States, Independent Contractor shall immediately return to the State all funds paid for those
services. The State may also recover from the Independent Contractor all costs associated with any
corrective action the State may undertake, including but not limited to an audit or a risk analysis, as a result
of the Independent Contractor performing services outside the United States.
The State may, at any time after the breach, terminate the Agreement, upon written notice to the Independent
Contractor. The State may recover all accounting, administrative, legal and other expenses reasonably
necessary for the preparation of the termination of the Agreement and costs associated with the acquisition
of substitute services from a third party.
If the State determines that actual and direct damages are uncertain or difficult to ascertain, the State in
its sole discretion may recover a payment of liquidated damages in the amount of one percent (1%) of the
value of the Agreement.
The State, in its sole discretion, may provide written notice to Independent Contractor of a breach and
permit the Independent Contractor to cure the breach. Such cure period shall be no longer than twenty-one
(21) calendar days. During the cure period, the State may buy substitute services from a third party and
recover from the Independent Contractor any costs associated with acquiring those substitute services.
Notwithstanding the State permitting a period of time to cure the breach or the Independent Contractor’s
cure of the breach, the State does not waive any of its rights and remedies provided the State in this
Agreement, including but not limited to recovery of funds paid for services the Independent Contractor
performed outside of the United States or in violation of Executive Orders 2019-12D and/or 2022-02D, costs
associated with corrective action, or liquidated damages.
B. Assignment / Delegation:
The Independent Contractor will not assign any of its rights, nor delegate any of its duties and
responsibilities under this Agreement, without prior written consent of the State. Any assignment or
delegation not consented to may be deemed void by the State.
PH (10/2024)
Page 4 of 14
Contract # DPS00000
15. WORK FOR MULTIPLE STATE AGENCIES: The Independent Contractor attests that they are not a party to a
current agreement, nor shall they enter into any other contracts, agreements, or renewals, to perform
substantially identical work for the State of Ohio such that the work product contemplated under this contract
duplicates the work done or to be done under the other contracts, without the approval of ODPS and the other
contracting entity.
16. RESPONSIBILITY FOR CLAIMS: The Independent Contractor agrees to indemnify and hold the ODPS
harmless from any and all claims for personal injury or property damage resulting from the fault or negligence of
the Independent Contractor and from claims for wages or overtime compensation due its employees in rendering
services under this Agreement, including payment of all costs in defense of any claim made under the Fair Labor
Standards Act or any other federal or state law. In no event shall either party be liable to the other party for
indirect, consequential, incidental, special, or punitive damages, or lost profits.
17. OWNERSHIP:
A. Any and all written, electronic, or multimedia documents, presentations, reports, studies, deliverables, and
/ or software developed under this Agreement (hereinafter referred to under this Section as “Deliverables”)
shall become the property of the ODPS. The ODPS, and any person, agency, or instrumentality providing
financial assistance for the work performed under this Agreement shall have an unrestricted right to
reproduce, distribute, modify, maintain, and use the Deliverables. The Independent Contractor shall not
obtain copyright, patent, or other proprietary protection for the Deliverables without the written approval of
the ODPS, except that the Independent Contractor shall reserve its rights in all methods, pre-existing work,
software, and data used to prepare the Deliverables. The Independent Contractor shall not include in any
Deliverables any copyrighted matter, unless the copyright owner and any person, agency, or instrumentality
providing financial assistance for the work performed under this Agreement gives prior written approval to
use such copyrighted matter in the manner provided under this Agreement. The Independent Contractor
must identify in writing, prior to the start of work under this Agreement, any and all proprietary, copyrighted,
and / or patented materials it intends to use.
B. The Independent Contractor agrees that all Deliverables may be made freely available to the general public
to the extent required by law.
C. This Section shall survive the termination of this Agreement and may be enforced by the ODPS in any court
of competent jurisdiction.
18. GOVERNING CLAUSE: This Agreement and any claims arising out of this Agreement shall be governed by
the laws of the State of Ohio. If any provision under this Agreement is later determined to be invalid or
unenforceable, the remainder of this Agreement shall not be affected by such determination.
19. SUSPENSION AND TERMINATION:
A. The Independent Contractor or the ODPS may suspend or terminate this Agreement, with or without cause,
by providing thirty (30) days written notice to the other party.
B. Any violations or breach of the terms stated herein, by the Independent Contractor, shall provide the ODPS
with the option of canceling this Agreement in its entirety, or withholding payment until such time as the
violation or breach is remedied. Such option shall in no way limit or exclude any other remedies available
to the ODPS.
C. If either party fails to perform any of the requirements of this Agreement, or is in violation of a specific
provision of this Agreement, then the non-breaching party may suspend or terminate this Agreement if the
breaching party fails to cure its non- performance or violation within ten (10) business days following
delivery of written notice of the breach. In the case of late payment by ODPS, however, the Independent
Contractor may not suspend or terminate this Agreement unless the payment is more than sixty (60) days
past due, and O.R.C. Section 126.30 shall apply.
D. If this Agreement is suspended or terminated, the Independent Contractor shall cease work on the
suspended or terminated activities, suspend or terminate all subcontractors relating to the suspended or
terminated activities, take all necessary or appropriate steps to limit disbursement and minimize cost, and,
if requested by the ODPS, furnish a report describing the status of all work under this Agreement, including
results and conclusions accomplished, and such other matters as the ODPS may require. The requirements
in this paragraph shall occur in accordance with the following:
PH (10/2024)
Page 5 of 14
This is the opportunity summary page. It provides an overview of this opportunity and a preview of the attached documentation.
