INVITATION TO BID AND CONTRACT DOCUMENTS MADISON COUNTY DEPARTMENT OF JOB & FAMILY SERVICES (MCDJFS) MADISON COUNTY CHILDREN SERVICES (MCCS)

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1 INVITATION TO BID AND CONTRACT DOCUMENTS MADISON COUNTY DEPARTMENT OF JOB & FAMILY SERVICES (MCDJFS) MADISON COUNTY CHILDREN SERVICES (MCCS) INVITATION TO BID NUMBER: DATE AND TIME OF BID OPENING: July 5, :00 P.M. LOCAL TIME PROJECT NAME: AUDIO INPUT SECURED TRANSCRIPTION SERVICES This Invitation to Bid (ITB) is issued under the provisions of the Ohio Revised Code (ORC) Sections to All bids submitted in response to this ITB shall comply with Ohio law. The laws of the State of Ohio will govern any disputes rising under this ITB and subsequent contract. SUMMARY OF PROJECT/BID Madison County Department of Job & Family Services (MCDJFS) / Madison County Children Services (MCCS) is seeking bids for the Provision of Audio Input Secured Transcribing (via land line and cellular phone, tape, MP3) including legal, general and multi person transcription. Transcription dictated and transcribed into Madison County Children Services forms as well as free form transcription (such as meeting notes). High security (facility, hardware, software, processes and procedures) dictation service administered via phones, and Internet required. Transcription completion in one (1) to three (3) hours preferred. The term of this contract is for a 23 month period with the option to extend for two additional 1 year periods. NAME OF COMPANY NAME OF AUTHORIZED SIGNATORY OFFICIAL SIGNATURE ADDRESS CITY, STATE, & ZIP TELEPHONE NUMBER FAX NUMBER ADDRESS All contract terms, conditions, and specifications set forth in this bid document shall become part of the contract documents. Bidders are to return the entire Invitation to Bid with their submission to Madison County Commissioners, P. O. Box 618, 1 N. Main St., Courthouse, London, Ohio Page 1 of 38

2 TABLE OF CONTENTS 1. INVITATION TO BID # LETTER OF INTENT TO SUBMIT BID CALENDAR OF EVENTS GENERAL INSTRUCTIONS BID INSTRUCTIONS ENTIRE AGREEMENT; PARTIES TO THE CONTRACT EXCLUSIONS FROM BIDDING CONTRACT AGREEMENT CONTRACT COMPONENTS SPECIFICATIONS INQUIRY PROCESS/ADDITIONAL INFORMATION ORAL EXPLANATIONS COMPLIANCE WITH SPECIFICATIONS AND TERMS AND CONDITIONS CONFLICT OF INTEREST REPRESENTATIONS BID REQUIREMENTS BID OPENING BID BOND REQUIREMENT SAMPLES BID PREPARATION COSTS BID SUBMISSIONS WHEN BIDS MAY BE DELIVERED WHERE BIDS MUST BE DELIVERED CLARIFICATIONS, AMENDMENTS, AND ADDENDUMS CORRECTIONS BEFORE BID OPENING CORRECTIONS AFTER BID OPENING BIDS ARE FIRM FOR 120 DAYS BID REJECTIONS PUBLIC RECORD AND TREATMENT OF CONFIDENTIAL AND PROPRIETARY INFORMATION EVALUATION PROCESS INITIAL REVIEW OF BIDS FOR TECHNICAL COMPLIANCE EVALUATION STANDARD: LOWEST AND BEST EVALUATION OF BID DOCUMENTS Communication during Evaluation References Pricing Contract Award CONTRACT TERMS AND CONDITIONS STANDARD OF CARE TIME OF PERFORMANCE ETHICS COMPLIANCE WITH EXECUTIVE ORDER CONFIDENTIALITY ACCESS TO AND RELEASE OF DEPOSITS (TRANSCRIBED MATERIALS) LEGAL PROCESS NO GUARANTEE INDEMNIFICATION BIDDER S WARRANTY AGAINST AN UNRESOLVED FINDING FOR RECOVERY Page 2 of 38

3 7.11 RECORD KEEPING RECORD RETENTION AND REVIEW: INVOICING, PAYMENT, AND TAXES Invoicing Payment Taxes SUBCONTRACTING CONSENT TO ASSIGN INDEPENDENT CONTRACTOR INSURANCE Comprehensive General Liability Automobile Liability Insurance Excess Annual Aggregate Limit CONTRACT EXTENSION PRICE CHANGES CONTRACT EXTENSION AT THE END OF ANY CONTRACT PERIOD MINIMUM ORDERS ESTIMATED USAGE CONTRACT ADMINISTRATION AND REPORTS Contract Administration Usage Reports Quality Assurance CONTRACT CANCELLATION Day Notice Termination Non Appropriation of Funds Cancellation for Failure to Retain Certification Cancellation for Financial Instability Termination for Default Actual Liabilities SUSPENSION AND DEBARMENTS LEGAL COMPLIANCE WORKERS COMPENSATION PROVISION NON COLLUSION CERTIFICATION NON DISCRIMINATION / EQUAL OPPORTUNITY PROVISIONS DELINQUENT PERSONAL PROPERTY TAXES DECLARATION REGARDING MATERIAL ASSISTANCE/NON ASSISTANCE TO A TERRORIST ORGANIZATION CONFLICT OF INTEREST PUBLICATIONS, COPYRIGHTS, RIGHTS IN DATA AND PATENTS Publications Patents Trade Secrets AMENDMENTS NON WAIVER OF RIGHTS REMEDIES: SEVERABILITY INTEGRATION INTERPRETATION APPLICABLE LAW NOTICE CERTIFICATIONS AND AFFIDAVITS Additional Contractor Assurances: Exhibit 1 Non Collusion Affidavit Exhibit 2 Non Discrimination / Equal Opportunity Provisions Exhibit 3 Delinquent Personal Property Tax Exhibit 4 Declaration Regarding Material Assistance/Non assistance to a Terrorist Organization Exhibit 5 Declaration Compliance with Code of Conduct Exhibit 6 Declaration Compliance with of ORC Page 3 of 38

4 8. APPENDIX A AFFIDAVITS AND DECLARATIONS APPENDIX A EXHIBIT 1 NON COLLUSION AFFIDAVIT APPENDIX A EXHIBIT 2 NON DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY AFFIDAVIT APPENDIX A EXHIBIT 3 DELINQUENT PERSONAL PROPERTY TAX AFFIDAVIT APPENDIX A EXHIBIT 4 TERRORIST AFFIDAVIT/ HOMELAND SECURITY LETTER APPENDIX A EXHIBIT 5 CODE OF CONDUCT AFFIDAVIT APPENDIX A EXHIBIT 6 SECTION OF THE ORC 34 APPENDIX B REFERENCES ITB # APPENDIX C PRICING RESPONSE ITB # APPENDIX D SPECIFICATIONS AND SCOPE OF SERVICE CONTRACT TERM APPENDIX E BIDDER QUALIFICATIONS INVITATION TO BID # All Articles and Appendices listed below are hereby incorporated into and made a part of this Contract. Sealed Bids (original and three copies) will be accepted at the Madison County Commissioners, P. O. Box 618, 1 N. Main St., Courthouse, London, Ohio 43140, until 2:00 p.m. local time on Tuesday July 5, 2011, at which time they will be opened, notated, and reviewed thereafter at MCDJFS / MCCS, for the provision of audio input secured transcribing (via land line and cellular phone, tape, MP3) including legal, general and multi person transcription. Transcription dictated and transcribed into Madison County Children Services forms as well as free form transcription (such as meeting notes). High security (facility, hardware, software, processes and procedures) dictation service administered via phones, and Internet required. Transcription completion in one (1) to three (3) hours is preferred. The terms of the contract shall be 23 months, effective August 1, 2011 through June 30, 2013, with options to renew for two (2) additional 1 year periods. Madison County Commissioners promote open and free competition, reserve the right to accept or reject any and all bids, and to waive any informalities or irregularities in the best interest of the County. Interested parties may review or obtain copies of bid documents at the Madison County, Ohio website main page: under Bid Openings, Legal, and Public Notices / Commissioners or in person at MCDJFS, 200 Midway St., London, Ohio weekdays, except holidays and closed agency days due to furloughs, between the hours of 9:00 a.m. and 3:30 p.m. Page 4 of 38

5 Date: 2. LETTER OF INTENT TO SUBMIT BID Madison County Department of Job & Family Services / Madison County Children Services Finance Department 200 Midway St. London, OH Telephone (740) Fax (740) RE: ITB # Please confirm your intent to respond to this invitation to bid by sending this letter via e mail or fax to the following: Finance Director FAX: E Mail: kaifas@odjfs.state.oh.us Organization Name Note: All communications regarding this ITB will be done via e mail. To insure that no important communications are missed, we suggest that you provide the names and e mail addresses of at least two persons in your organization to receive communications regarding this ITB. Children Services is not responsible for missed communications due to incorrect e mail addresses, mailboxes that have exceeded their limit, or other e mail or Internet service provider problems. CONTACT PERSON and TITLE E MAIL ADDRESS FAX # The Letter of Intent Does not commit the bidder to submit a bid. By submitting a Letter of Intent, you are assured of receiving all correspondence relating to the Bid including the publication of all Bid related questions and answers. Page 5 of 38

6 3. CALENDAR OF EVENTS The calendar of events is detailed below. MCDJFS / MCCS reserve the right to modify or revise this schedule. Any amendments and/or clarifications to this bid will be distributed via e mail to those submitting a letter of intent to respond to the bid. Amendments/Clarifications become a part of the bid and any subsequent awarded contract. Date June 10, 2011 June 17, 2011 Event Invitation to Bid (ITB) first public notice and release to bid list; inquiry period begins Second public notice June 21, 2011 Interested bidders are asked to submit a Letter of Intent to Bid. The Letter of Intent may be E Mailed to kaifas@odjfs.state.oh.us. Although E Mail is preferred, forms may also be faxed to the Finance Director at June 24, :00 p.m. The deadline to submit questions or requests for clarifications. Questions must be submitted via E Mail to kaifas@odjfs.state.oh.us no later than 4:00 p.m. local time. Also see Section 5.9 Clarifications, Amendments, and Addendums June 29, 2011 Written responses to ITB Questions Issued (estimate) July 5, :00 p.m. Sealed bids are due in the Madison County Commissioners, 1 N. Main St., Courthouse, London, Ohio no later than 2:00 p.m. local time at which time they will be opened, notated, and reviewed thereafter at MCDJFS. Any bid received after this date/time will be rejected as non compliant. July 21, 2011 Evaluation of bids is complete (estimated) July 25, 2011 August 1, 2011 Notification to Bidders (estimated) Effective Date of Contract (estimated) Page 6 of 38

7 4. GENERAL INSTRUCTIONS 4.1 Bid Instructions Bidders should respond concisely and clearly to all of the inquiries contained in the bid. All pricing shall be provided on the cost proposal form included in the ITB. Bidder must clearly explain any additional costs. Each bid must respond to every question or request for information, whether the request requires a simple yes or no or requires the submission of product data sheets or other information. 4.2 Entire Agreement; Parties to the Contract This Contract is the entire agreement between the ( Bidder ) and Madison County Department of Job & Family Services ( MCDJFS ) / Madison County Children Services ( MCCS ). 4.3 Exclusions From Bidding Consultants who are under a current contract with MCDJFS / MCCS or individuals or organizations that have a relationship or affiliation with MCDJFS / MCCS or could potentially pose a conflict of interest, shall be excluded from the bid process. Any outside party or entity, who has participated with MCDJFS / MCCS in the development of the bid, shall be excluded from the bid process. 4.4 Contract Agreement The final contract shall be a firm fixed price agreement between MCDJFS / MCCS and the Contractor. 4.5 Contract Components The Contract consists of the signed contract, the original Invitation to Bid including the Contract Terms and Conditions, the Bid Specifications, the Pricing Form, all documents requiring Bidder s signatures, any written amendments/addendums to the original Invitation to Bid, and the Bidder s complete competitive sealed Bid, including proper modifications, clarifications, and samples. Any inconsistency in this solicitation or contract shall be resolved by giving precedence in the following order: a) The signed contract document and all attached documents. b) MCDJFS / MCCS original Invitation to Bid. c) The contractor s original submitted Bid document 4.6 Specifications MCDJFS / MCCS may use any form of specification it determines to be in the best interest of MCDJFS / MCCS and that best describes the goods or services to be purchased. Specification may be in the form of a design specification, a performance specification, or a combination thereof. If MCDJFS / MCCS determine that a design, performance, or combination specification is not in the best interest of MCDJFS / MCCS, it may use brand name or equal specification. Unless otherwise stated, where a brand name or equal specification is used, use of the brand name is for the purpose of describing the base standard of quality, performance, and characteristics, and is not intended to limit or restrict competition. Equivalent goods or services to those designated will be considered for award. 4.7 Inquiry Process/Additional Information The deadline to submit questions regarding the content of this ITB is shown in the Calendar of Events. Questions or requests for clarification received after the deadline will not receive a response unless MCDJFS / MCCS determines that the answer to the question or clarification could result in a material change to the specifications that could affect all bids. Page 7 of 38

8 Questions are to be submitted via e mail to kaifas@odjfs.state.oh.us. Contact with any MCDJFS / MCCS employees concerning this ITB, except through the inquiry method with questions specific to the contents of this ITB, is prohibited. This does not apply to communication during the evaluation process if MCDJFS / MCCS initiate the communication. See also Section , "Communication During Evaluation. 4.8 Oral Explanations MCDJFS / MCCS will not be bound by oral explanations or instructions given at any time during the competitive process or after the selection of the successful bid. 4.9 Compliance with Specifications and Terms and Conditions MCDJFS / MCCS cannot accept any changes to the ITB terms and conditions nor is MCDJFS / MCCS allowed to accept any additional agreements that were not part of the final ITB documents. MCDJFS / MCCS will make any changes to the ITB terms and conditions or specification through the issuance of amendments or clarifications. If a bid is submitted with changes or mark ups, that bid will be determined to be non responsive and will not receive further consideration or evaluation Conflict of Interest Each Bidder must answer the question in Appendix E, Bidder Qualifications Item A, indicating whether the Bidder or any employees or agents that may work through the Bidder have a possible conflict of interest (e.g., current contract with MCDJFS / MCCS, participated in the development of the bid, employed by MCDJFS / MCCS, and, if so, the nature of the conflict. MCDJFS / MCCS has the right to reject a bid in which a conflict is disclosed or to reject the bid or cancel the Contract if any interest is later discovered that could give the appearance of a conflict Representations The Bidder warrants the accuracy of information submitted and acknowledges that MCDJFS / MCCS will rely on the Bidder s information in making its selection and contracting with the successful organization. 5.1 Bid Opening 5. BID REQUIREMENTS Refer to Section 3; Calendar of Events for the date and time that sealed bids are due. The clock in the County Commissioners office will serve as the official record of the date and time that sealed bids are received and will be the sole factor in determining if bids are received in time to be considered. All sealed bids received after the stated time and date, for any reason, will be rejected. The opening of the sealed bids will take place at the Madison County Commissioner s Office, 1 N. Main St., Courthouse, London, Ohio The Bid opening will be public; however it is not necessary for a bidder to be present. Page 8 of 38

9 5.2 Bid Bond Requirement An original bid bond in the amount of $500.00, made payable to Madison County Department of Job and Family Services or identifying Madison County Department of Job and Family Services as the payee or obligee, must be included with each bid. The bond is to be in the form of: A Surety Bond A Certified Check, Official Check or Cashier's Check from a solvent bank or savings and loan association A Money Order from a solvent bank, savings and loan or the United States Post Office. Money Orders from other sources are not acceptable. Any other form of bond, including Company or Personal checks shall be rejected and the bid will not receive further consideration. Failure to provide the bond in the proper form, in the correct amount, and identifying the proper obligee will automatically result in your bid being classified as non responsive and your bid will not receive further consideration. Bid Bonds will be returned to all successful and unsuccessful Bidders by U.S. Postal Service, certified mail, return receipt requested, within 30 days of contract award. 5.3 Samples If a bidder offers an alternate solution or product, then a sample must be provided at the time the bid is submitted. Bidder is solely responsible for any cost incurred in submitting alternate solutions or products. Failure to provide the required sample will result in the bid being found non responsive and the bid will not receive further consideration. The only exception is when a vendor offers the stipulated product and an alternate product but does not provide a sample of the alternate product, then MCDJFS / MCCS will not consider the alternate product and only evaluate the bid based on the stipulated product. 5.4 Bid Preparation Costs Costs incurred in the preparation of a bid response are the responsibility of the Bidder. MCDJFS / MCCS will not contribute in any way to the costs associated with responding to an Invitation to Bid or entering into contract negotiations; additionally, any costs associated with interviews and/or negotiations related to the bid response are the responsibility of the Bidder. The total liability of MCDJFS / MCCS is limited to the terms and conditions of a resulting contract. 5.5 Bid Submissions All bid submissions require that the Bidders name and the Bid Number be clearly marked on the exterior envelope/package. Bidders are not to staple, bind or place document hardcopies in 3 ring binders or GBC type binders. Documents, including any amendments/clarifications applicable to the bid, may be secured by using paper clips, binder clips or rubber bands to keep them orderly. All hardcopy documents must be on 8.5 inch x 11 inch paper, brochures should be copied to the same format. Bidders are to submit the original bid packet, and a copy of the entire bid. Bidders are to submit (3) paper copies of Appendixes B, C, D, and E. If a bidder uses an express mail or courier service, the bid number must be clearly marked on the express mail or courier envelope or must be enclosed in a sealed envelope inside the express mail or courier service envelope. A Page 9 of 38

10 bid that is not properly and clearly marked and is inadvertently opened before the scheduled bid opening time may be disqualified without additional consideration. Faxed or ed bid submissions are not acceptable. By submitting a bid, the bidder will be held accountable to know the specifications and conditions under which the resulting contract will be accomplished. This includes the contents of all bid documents, regulations, and applicable laws. 5.6 When Bids May Be Delivered Madison County Commissioners must receive bids prior to and no later than the date and time the bids are scheduled for opening. (Refer to Section 3, Calendar of Events for the date and time this ITB is due.) Sealed bids received after the specified date and time will be considered late and will not be opened. Sealed bids received through the mail after the specified bid opening date and time will be returned to the Bidder unopened. Madison County Commissioners do not accept bids with postage due. Madison County Commissioners receive bids during the hours of 8:30 a.m. through 3:30 p.m. Monday through Friday, except observed holidays. Note: Refer to Section 3, Calendar of Events for the date and time this particular bid is due. The clock in the Madison County Commissioner s office will serve as the official record of the time and date that sealed bids are received and will be the sole factor in determining if bids are received in time to be considered. 5.7 Where Bids Must Be Delivered For your bid to be considered, it must be received no later than the bid submission deadline shown in Section 3, Calendar of Events. Hand deliver, courier, or mail proposals to: Madison County Commissioners P. O. Box N. Main St., Courthouse London, OH Bidders assume the risk of the method of dispatch chosen. Madison County Commissioners will not assume responsibility for delays caused by any delivery service. Postmarking by the due date will not substitute for actual proposal receipt. Proposals may NOT be delivered by facsimile transmission or other telecommunication or electronic means. Proof of delivery includes either of the following: Dated receipt from the Madison County Commissioners Office or Dated invoice/receipt from a commercial carrier Madison County Commissioners are not responsible for bid submissions incorrectly addressed or for bids delivered to any location other than the address specified above. No confirmation of mailed proposals can be provided. Proposals must be complete at the time of submission. All proposals and accompanying documents will become the property of the Madison County Commissioners / MCDJFS / MCCS and will not be returned. 5.8 Clarifications, Amendments, and Addendums If a Bidder discovers any inconsistencies, errors, or omissions in the Invitation to Bid, the Bidder should request clarification from the Finance Director at MCDJFS, via e mail at kaifas@odjfs.state.oh.us. Page 10 of 38

11 Requests for clarifications must be made no later than the date shown in Section 3, Calendar of Events. Requests for clarifications received after the above timeframe will not be considered unless MCDJFS / MCCS ascertains that the answer to the clarification could result in a material change to the specifications which could affect all bids. During the bid process, all Bidders, who have submitted a Letter of Intent to Submit Bid, may be furnished certain Amendments/Clarifications covering additions and/or deletions to the ITB documents. Amendments/Clarifications will be included in the Bid documents and will become a part of Contract. Amendments/Clarifications may be issued at anytime preceding the Bid opening date. When it is necessary to modify an Invitation to Bid, MCDJFS / MCCS does so by written amendment or addendum only. Oral instructions, given before the opening of a bid or the award of a contract, will not be binding. 5.9 Corrections before Bid Opening Prior to the bid opening, if a Bidder withdraws a bid and resubmits the bid with revisions, the revisions should be clearly identified and signed or initialed by the Bidder. The omission of a Bidder s signature or initials on a modification may result in the bid being determined non responsive. It is the responsibility of the Bidder to resubmit a corrected bid within the time constraints of the established bid opening time and date. Failure to resubmit a corrected bid within the established time and date will result in the bid being considered late and the bid will not be accepted. Corrected bids received through the mail after the specified bid opening date and time will be returned to the Bidder unopened. Bidders may withdraw their bids any time before the bid opening date. Notice of withdrawal must be sent in writing prior to the bid opening to the MCDJFS / MCCS Finance Director Corrections after Bid Opening After the bid opening, Bidders may only withdraw their bids as provided in Ohio Revised Code Withdrawal of a bid after a bid opening exposes a Bidder to legal liability for sanctions, including costs for re bid, or may result in a bid being awarded to the next lowest Bidder. Notice of a claim of right to withdraw a bid submitted in error, after the bid opening, must be made in writing and filed with MCDJFS Director within two (2) business days after the conclusion of the bid opening procedure. When there are errors in multiplication or addition in a bid, the unit price quoted will be used for calculating the correct total bid. If the error is in the unit price, the bid will automatically be disqualified. Notice of a claim of right to withdraw such bid must be made in writing filed with the contracting authority within two (2) business days after the conclusion of the bid opening procedure Bids are Firm for 120 Days Unless stated otherwise, once opened all bids are irrevocable for one hundred twenty days (120) days. Beyond one hundred twenty (120) days, Bidder will have the option to honor their Bid or make a written request to withdraw their bid from consideration Bid Rejections Ohio Revised Code and permits Madison County Commissioners / MCDJFS to reject all bids and advertise for new bids on the required items, products, or services. MCDJFS / MCCS may reject any bid, in whole or in part, if any of the following circumstances are true: Page 11 of 38

12 a) Bids offer supplies or services that are not in compliance with the requirements, specifications, terms, or conditions stated in the Invitation to Bid. b) MCDJFS / MCCS determines that awarding a bid for any item or service is not in the best interest of MCDJFS / MCCS. MCDJFS / MCCS reserves the right to reject any or all of the bids on any basis without disclosure of a reason up until the time the contract is signed by MCDJFS / MCCS. The failure to make such a disclosure will not result in the accrual of any right, claim, or cause of action by any unsuccessful contractor against MCDJFS / MCCS Public Record and Treatment of Confidential and Proprietary Information After the bids are opened, they are public record as defined in ORC and are subject to all laws appurtenant thereto. All materials in the bid will become the property of MCDJFS / MCCS and may be returned only at MCDJFS / MCCS discretion. Materials received constitute public information as a matter of statutory law and will be made available for public inspection and copying upon request by members of the public pursuant to ORC Any portion of the bid to be held confidential should be marked to that effect and will not be considered public record if it clearly falls within an exemption enumerated in ORC Pricing pages of the bid document shall be considered public information. 6.1 Initial Review of Bids for Technical Compliance 6. EVALUATION PROCESS MCDJFS / MCCS will review all bids for compliance with the technical bid requirements. Bids found to be non responsive will not receive further evaluation. 6.2 Evaluation Standard: Lowest and Best A bid is lowest and best if the bid offers the best cost and supply or service in comparison to all other bids as set forth in the evaluation sections of the bid. See Exhibits B, C, D and E. MCDJFS / MCCS reserves the right to award the contract to the Bidder that may have a higher price and by evaluation best meets MCDJFS / MCCS requirements. MCDJFS / MCCS determination of lowest and best includes, but is not limited to, the following factors (not ranked in any relative order of importance.) a) Price of goods or service b) Capability of the Bidder to perform the services c) Quality of product/services in relation to specifications d) Experience/references of the Bidder e) Bidder s conduct and performance on previous contracts f) Warranty Information (if applicable) g) Product Stewardship Information (if applicable) 6.3 Evaluation of Bid Documents Bids are typically evaluated within 60 days. MCDJFS / MCCS will evaluate each bid against the criteria and requirements of this Bid. MCDJFS / MCCS may ask a Bidder to clarify any portions of its bid. This is intended to be an all or none bid; however, if it is in the best interest of MCDJFS / MCCS, MCDJFS / MCCS reserves the right to award to multiple vendors, to reject all bids and re bid, or not to make any award on an ALL or NONE basis. Page 12 of 38

13 6.3.1 Communication during Evaluation During the evaluation process, unless requested by MCDJFS / MCCS as part of the evaluation process, any attempt on the part of the Bidder, the Bidder s agent(s), or any party representing the Bidder, to communicate with any staff member of MCDJFS / MCCS regarding the evaluation process may be grounds for immediate disqualification of the Bidder. Any submission of correspondence by the Bidder, the Bidder s agent(s), or any party representing the Bidder, that is determined by MCDJFS / MCCS to be an attempt to compromise the impartiality of the evaluation, may be grounds for immediate disqualification of the Bidder. A determination to cease the evaluation of a bid or reverse an award determination will be at the sole discretion of MCDJFS / MCCS. MCDJFS / MCCS may request additional information to evaluate a Bidder s responsiveness to the ITB or to evaluate a Bidder s ability to provide the requested product or services. If a Bidder does not provide the requested information, it may adversely impact MCDJFS / MCCS evaluation of the Bidder s responsiveness or responsibility References Utilizing Appendix B, Bidder must provide three (3) complete business references for services completed within the past 2 years, including at least one reference from a public agency that conducts case management work. All references must include company names, addresses, telephone number(s), and names of person(s) to contact, and the approximate number of times bidder has delivered secure audio transcription services within the last 2 years. References should be from organizations of similar scope and size to MCDJFS / MCCS who are using the goods or services requested by MCDJFS / MCCS in a similar manner. Bidders may not use any current or past employee of MCDJFS / MCCS as a reference for this Bid Pricing A pricing form has been provided as Appendix C. Bidder is to complete all sections of the pricing form following the instructions given on the pricing form. Failure to complete Appendix C in its entirety will result in the Bid being found non responsive Contract Award When the bid evaluation process is completed, MCDJFS / MCCS will make a recommendation to the Madison County Commissioners for the award of a contract. A contract is not deemed awarded until the Madison County Commissioners have approved the contract and it is fully executed by both the successful bidder and the Director of MCDJFS / MCCS. 7. CONTRACT TERMS AND CONDITIONS 7.1 Standard of Care Contractor will discharge its obligations under the Services Agreement with that level of reasonable care, which a similarly situated business would exercise under similar circumstances. Page 13 of 38

14 7.2 Time of Performance The Contract is subject to the approval of the Madison County Commissioners. MCDJFS / MCCS will determine the Contract term and the Contract will remain in effect until the end date as noted in the Contract or until the Contract is fully performed by both parties or until it terminates in accordance with the termination language of the Contract. 7.3 Ethics All contractors and employees of MCDJFS / MCCS are bound by the Ethics Laws of Ohio. Any contractor or employee who violates any of these laws will be subject to penalties set forth by law. 7.4 Compliance with Executive Order MCDJFS / MCCS complies with Executive Order S Banning the Expenditure of Public Funds for Offshore Services ; NO work products or services related to this contract shall be completed in whole or in part by any individual person(s) and or organization(s) outside of the United States. Failure of the contractor to comply with the terms of Section 7.4 will result in the immediate termination of the contract by MCDJFS / MCCS. 7.5 Confidentiality Contractor agrees not to use any information, systems, or records made available to it for any purpose other than to fulfill the contractual duties specified herein. In the performance of this contract, the Transcription Provider may learn of information, documents, data, records, or other material that is confidential. The Transcription provider must assume all client information, documents, records, or other materials are confidential and must hold in same confidence. The provider agrees to comply with federal and state laws applicable to MCDJFS / MCCS concerning the confidentiality of information related to the children and families we serve. The terms of this Confidentiality Section will be included in any subcontracts executed by Contractor for work under this Contract. Contractor agrees that any data made available to Contractor by MCDJFS / MCCS will be returned to MCDJFS / MCCS no later than ninety (90) days following the termination of this Contract, and Contractor certifies that it will not retain copies of source data, or any product of source data. 7.6 Access To and Release Of Deposits (Transcribed Materials) Due to the confidential nature of the deposits (transcribed materials) of MCDJFS / MCCS and other customers of the Company (bidder), Company shall restrict access to MCDJFS / MCCS deposits to authorized representatives of MCDJFS / MCCS, who may examine such deposits in designated manner ( , web site access, etc.). With the exception of circumstances described in paragraph 7.7 Legal Process of this bid document, Company shall not disclose or deliver deposits to any person or other entity unless specifically directed to do so in writing by MCDJFS / MCCS. Company shall not be liable for any delay in granting access or delivery of deposits caused by Company s verification of the authorized status of a person or entity requesting access to same. 7.7 Legal Process Company (bidder) shall not be liable to MCDJFS / MCCS or any third party for the disclosure of or the seizure, attachment, garnishment or subpoena of MCDJFS / MCCS deposits pursuant to civil or criminal legal process issued against MCDJFS / MCCS, its employees, or its agents, which directs Company to hold, disclose, turn over, or surrender such deposits pursuant to such legal process. Page 14 of 38

15 7.8 No Guarantee Nothing in this Contract shall be construed to guarantee Contractor either a minimum or maximum payment amount during the term of this Contract. Approximately ten (10) MCCS staff will be set up with accounts for secured audio transcription. 7.9 Indemnification The contractor shall assume the defense of, indemnify, and save harmless Madison County Children Services and all Madison County Agencies, including public officials, and employees acting in the course of their employment, but not as members, from any and all claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities that may arise from the related Contractor s performance of the work required under this Contract and including Contractor s employees and agents Bidder s Warranty Against an Unresolved Finding for Recovery Ohio Revised Code (ORC) 9.24 prohibits MCDJFS/MCCS from awarding a contract to any bidder against whom the Auditor of State has issued a finding for recovery if the finding for recovery is unresolved at the time of the award. By submitting a bid, Bidder warrants that it is not now, and will not become subject to an unresolved finding for recovery under ORC 9.24, prior to the award of any contract arising out of the ITB, without notifying MCDJFS / MCCS of such finding Record Keeping During the period covered by this contract, Contractor will keep all financial records consistent with Generally Accepted Accounting Principles (GAAP). Contractor is required to provide MCDJFS / MCCS or their designated representative, authorized representatives (for the Contractor), and any person or agency instrumentally involved in providing financial support for the contract work access and right to examine any books, documents, papers, or records related to this contract. Claims documentation may be reviewed through a formal audit and are not subject to the work access requirements set forth in this paragraph Record Retention and Review: All books, documents, papers, and records of Contractor that relate to program costs, work performed and supporting documentation for invoices submitted to MCDJFS / MCCS by Contractor, along with copies of all deliverables submitted to MCCS pursuant to this Contract, will be retained and made available by the Contractor for inspection and audit, at reasonable times and upon reasonable request, by MCDJFS / MCCS, or other relevant governmental entities including, but not limited to, the Ohio Department of Jobs and Family Services (ODJFS), the county family services agency and workforce development agency, the Auditor of the State of Ohio, any duly appointed law enforcement official, the federal grantor agency, the comptroller general of the United States, or any of their duly authorized representatives, for a minimum of three (3) years after reimbursement for services rendered under this Contract. If an audit, litigation, or other action is initiated during the time period of the Contract, Contractor shall retain such records until the action is concluded and all issues resolved or the three (3) years have expired, whichever is later Invoicing, Payment, and Taxes Invoicing Page 15 of 38

16 Contractor agrees to submit a proper invoice within thirty (30) days of the service month. An IRS W 9 form must accompany the first invoice. A proper invoice is defined as being free of defects, discrepancies, errors, or other improprieties. Improper invoices will be returned to the Contractor noting the areas of discrepancy. Invoices shall include, at a minimum, the following: Name and address of the Contractor, MCCS Staff member s name, Date(s) of service, Number of units of service (word count), Unit cost and total cost for each service, and Invoice number. Contractor will submit invoices to: Madison County Children Services Attention: Robin Bruno 200 Midway Street London, Ohio Payment Upon approval by the designated MCDJFS/MCCS Supervisor, the invoices will be submitted to the MCDJFS / MCCS Fiscal Department for payment. MCDJFS / MCCS normally makes payment within 30 days of receipt by the Fiscal Department. MCDJFS / MCCS may only process an invoice for payment after delivery and acceptance of the ordered supplies or after services have been completed or transpired. MCDJFS / MCCS will not pay late fees, interest, or other penalties for late payment, unless otherwise stated. Any entity authorized to utilize this Contract, outside the responsibility of MCDJFS / MCCS, is responsible for all orders, invoices, payment, and/or tracking. All invoices are subject to audit and adjustment by MCDJFS / MCCS before and/or after payment is made Taxes MCDJFS / MCCS are exempt from all federal, state, and local taxes. MCDJFS / MCCS will not pay any taxes on supplies or services purchased from a Contractor. A tax exempt certificate will be provided on request of the Contractor receiving the bid award Subcontracting The performance of any duty, responsibility, or function which is the obligation of the Contractor under this Contract may be delegated or subcontracted to any agent or subcontractor of Contractor if Contractor has obtained the prior written consent of MCDJFS / MCCS for that delegation or subcontract. Contractor shall remain responsible for ensuring that the duties, responsibilities or functions so delegated or subcontracted are performed in accordance with the provisions and standards of this Contract, and the actions and omissions of any such agent or subcontractor shall be deemed to be the actions and omissions of Contractor for purposes of this Contract. All restrictions, obligations and responsibilities, which apply to Contractor under this Contract, shall also apply to any agent or subcontractor. Changes to any such delegation or subcontract will not be effective to bind MCDJFS / MCCS unless MCDJFS / MCCS approves such changes in writing. Contractor shall not use any subcontractor who has been subject to action that limits the subcontractor s right to do business with the local, state, or federal government Consent to Assign Contractor will not assign any of its rights under this Contract unless MCDJFS / MCCS consents to the assignment in writing, including any assignment through a merger or other corporate reorganization. Any purported assignment made without MCDJFS / MCCS written consent is void and may be subject to termination of the contract. MCDJFS / MCCS may assert against an assignee any claim or defense MCDJFS / MCCS may have against the assignor. Page 16 of 38

17 The Company shall notify MCDJFS / MCCS as soon as possible, but no later than sixty (60) days, prior to the Company converting into, merging or consolidating with or selling or transferring substantially all of its assets or business to another corporation, person, or entity Independent Contractor The parties agree that Contractor is an independent contractor and that nothing in this Contract shall be construed to create any other relationship between the parties, including but not limited to, that of employee, partner, agent or representative. Contractor agrees that as an independent contractor, Contractor assumes sole responsibility for the payment of any federal, state, municipal, or other tax liabilities along with Workers Compensation, Unemployment Compensation, and insurance premiums that may accrue as a result of compensation received for services or deliverables rendered hereunder. Contractor agrees that it is an independent contractor for all purposes including, but not limited to, the application of the Fair Labor Standards Act, the Social Security Act, the Federal Unemployment Tax Act, the Federal Insurance Contribution Act, provisions of the Internal Revenue Code, Ohio tax law, Workers Compensation Law, and Unemployment Insurance Law Insurance ALL INSURANCE COMPANIES PROVIDING COVERAGE SHALL BE LICENSED TO DO BUSINESS IN THE STATE OF OHIO. Throughout the contract period, the Contractor must maintain a comprehensive insurance program affording at a minimum the coverage shown below. A Certificate of Insurance reflecting the required coverage and amount must be submitted with the Bidder s response to the ITB. MCDJFS / MCCS must be identified as additional insured, and the bid number must be included on the Certificate of Insurance. If there is any change in the Contractor s insurance, insurance carrier, or liability amounts, a new certificate must be provided to MCDJFS / MCCS Finance Department within seven (7) calendar days of the change Comprehensive General Liability Up to $1,000,000 single limit occurrence including coverage for: a) Personal Injury Liability: all sums, which the company shall become legally obligated to pay as damages because of bodily injury, sickness, or disease including death at any time resulting there from, sustained by any person other than its employees; b) Broad Form Property Damage Liability; c) products and completed operations; d) premises and completed operations; and e) contractual liability insuring the obligations assumed by the Contractor under the Contract. This insurance does not apply or shall not be construed as being applicable to liability for damages arising out of bodily injury to any person or damage to any property of others resulting from the negligence of MCDJFS / MCCS, its officers, employees, or agents Automobile Liability Insurance All sums, which the company shall become legally obligated to pay as damages because of injury to or destruction caused by occurrence rising out of ownership, maintenance or use of any automobile Excess Annual Aggregate Limit During the term of this Contract and any extension thereto, the Contractor, and any agent of the Contractor, at its sole cost and expense, shall maintain the required insurance coverage as described in the Contract. MCDJFS / MCCS may require the Contractor to provide respective certificate(s) of insurance in order to verify coverage. Failure to provide a requested certificate within a seven (7) calendar day period may be considered as default. Page 17 of 38

18 7.18 Contract Extension Price Changes The Contractor, unless otherwise stated, must request any price or unit cost increases forty five (45) days before the extension date of the contract. Pricing under any Contract extension will be firm and fixed for the extension period. All price increase requests must have verifiable justification. MCDJFS / MCCS may request, based on economic conditions, a price decrease with certifiable justification prior to granting any Contract extension. MCDJFS / MCCS and the Madison County Commissioners must approve any justified price increases or decreases for the extension periods Contract Extension at the End of Any Contract Period The contract shall be automatically extended for ninety (90) days at the option of MCDJFS / MCCS, to allow for the issuance of a new ITB, award of a new contract, or completion of the contract extension Minimum Orders There is no minimum order limits authorized, unless otherwise stated. The Contractor will utilize the most economical and expeditious method for proper delivery of items. If authorized by the Contract, a delivery fee may be applied for expedited delivery (e.g., overnight, etc.) All fees will be noted in the ITB at the time of submittal Estimated Usage Unless otherwise stated, the usage indicated for each item(s) are to be considered as estimates only and should be considered as information relative to potential purchases that may be made from the Contract. MCDJFS / MCCS makes no representation or guarantee as to the actual amount of products or services to be purchased. All quantities shown are estimated quantities and are to be used for planning purposes only Contract Administration and Reports Contract Administration The MCDJFS / MCCS Finance Department and designated MCDJFS/MCCS Department Directors will be responsible for the administration of the Contract and will monitor the Contractors performance and compliance with the terms, conditions, and specifications of the Contract. If MCDJFS / MCCS observes any Contract infraction(s), such shall be documented and Contractor will be notified by the MCDJFS / MCCS Finance Department. Failure of the Contractor to rectify the infraction(s) may result in Contractor being deemed in default, whereas, MCDJFS / MCCS may apply the termination clauses of this Contract Usage Reports The management of MCDJFS / MCCS may request various reports regarding performance of this Contract. The Contractor will respond to such requests in a timely manner. All reports will be provided at no cost to MCDJFS / MCCS Quality Assurance The contractor is responsible for providing quality service to MCDJFS / MCCS throughout the contract and any extensions in the same manner that any similarly situated company providing similar work would provide. Page 18 of 38

19 7.23 Contract Cancellation If the Contractor fails to perform any of the obligations under this Contract, Contractor will be in default and MCDJFS / MCCS may cancel this Contract in accordance with this Section. The cancellation will be effective on the date delineated by MCDJFS / MCCS Day Notice Termination MCDJFS / MCCS reserves the right to terminate the resulting Contract immediately for its convenience by giving the Contractor 30 days written notice. If this Contract is terminated for convenience, MCDJFS / MCCS shall be liable only for payment under the payment provisions of the resulting contract for goods and services rendered before the effective date of termination Non Appropriation of Funds This Contract is contingent upon MCDJFS / MCCS budgeting and appropriating the funds on an annual basis necessary for the continuation of this Contract in any contract year. In the event that the funds necessary for the continuation of this Contract are not approved for expenditure in any year, this Contract shall terminate on the last day of the fiscal year in which funding was approved, without penalty to MCDJFS / MCCS. MCDJFS / MCCS will provide the Contractor with written notification ten (10) business days after being notified that the funding is no longer approved Cancellation for Failure to Retain Certification Pursuant to the requirements as stated in the Contract, all certifications and/or registrations must be maintained for the duration of the Contract. Failure to renew certifications or the de certification by the certifying entity may result in the immediate termination of this Contract Cancellation for Financial Instability MCDJFS / MCCS may cancel this Contract by written notice to the Contractor if a petition in bankruptcy or similar proceeding has been filed by or against the Contract Termination for Default MCDJFS / MCCS may, subject to the paragraphs below, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: Deliver the supplies or to perform the services within the time specified in this Contract or any extension; Make progress, so as to endanger performance of this Contract. A. MCDJFS / MCCS may exercise its right to terminate this Contract if after receipt of a notice from MCDJFS / MCCS specifying the default, the Contractor does not offer a plan to cure such default within 10 days (or more if authorized in writing by MCDJFS / MCCS). This paragraph only requires that the Contractor present their plan and timeline in which they intend to cure the default. B. If MCDJFS / MCCS terminates this Contract in whole or in part for default, it may acquire, under the terms and in the manner MCDJFS / MCCS considers appropriate, supplies or services similar to those terminated, and the Contractor will be liable to MCDJFS / MCCS for any excess costs for those supplies or services. The maximum amount of liability of the Contractor shall not exceed the total amount of administrative service fees that have been paid to the Contractor as of the termination date of the Contract. However, the Contractor shall continue the work not terminated. C. Force Majeure: Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the Page 19 of 38