CONTRACT

This contract, made this ^Wftday of f:'6£ejjj\^( 2018, by and between the Central OhioTransit Authority (hereinafter referred to as "COTA"), 33 North High Street, Columbus, Ohio43215, and The Data House (hereinafter referred to as "the Contractor"), 2049 Builders Place,

Columbus, Ohio 43204

WITNESSETH

WHEREAS, COTA intends to engage a Contractor for a Toner Inclusive Printer and Copier

IVIaintenance Program.

WHEREAS, COTA and the Contractor have agreed to a scope of services to be rendered.

NOW, THEREFORE, COTA and the Contractor hereby agree that COTA will purchase andthe Contractor will provide a Toner Inclusive Printer and Copier Maintenance Program subject to

the terms, conditions, covenants and scope of work as hereunder and as set forth and in the Request

for Proposals dated November 17, 2017.

1. Contract Duration

The contract duration shall commence on March 1, 2018 and expire on February 28, 2019, with

an option to renew for up to two (2) additional one (1) year terms.

2. Payments

COTA shall be invoiced within thirty (30) days upon receipt of the services specified for a totalexpenditure not to exceed One Hundred Six Thousand Five Hundred Seventy-Five and 00/100

Dollars ($106,575). Invoices shall include a statement identifying the quantity, description, andcost of services and material provided, as well as any other detail necessary for COTA to determine

the reasonableness of the subject invoice.

3. Audit and Inspection of Record

The Contractor shall permit the authorized representatives of COTA, the U. S. Department ofTransportation and the Comptroller General of the United States to inspect and audit all data

pertinent to this Contract until the expiration of three (3) years after the final payment under thiscontract. The Contractor shall provide for such inspection rights in all its subcontracts.

4. Resolution of Disputes

Except as otherwise provided in this Contract, any claims, controversies, or disputes arising under

this contract which is not disposed of by agreement shall be decided by COTA, which shall reduceits decision to writing and mail or otherwise furnish a copy of same to the Contractor. COTA's

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decision shall be final and conclusive unless, within fifteen (15) days from the date of such copy,the Contractor mails or otherwise furnishes to COTA a written notice of appeal. Pending anydecision, appeal or judgment for the settlement of any dispute arising under this solicitation and/orcontract the Contractor shall proceed diligently with the performance of this Contract.

In the event that COTA's decision is the subject of an appeal, such dispute shall be subject toarbitration in accordance with the rules of the American Arbib-ation Association and costs shall beborne by the losing party. Failure of Contractor to honor an appeal decision of COTA willconstitute a breach of contract.

5. Interest of Members or ofDeleeates to Congress

No member of, or delegate to the Congress of the United States, shall be admitted to any share orpart of this Contract or to any benefit arising there from.

6. Prohibited hrterest

No member, officer, trustee, or employee of COTA or of a local public body during his/her tenureor one year thereafter shall have any interest direct or indirect, in this Contract or the proceedsthereof.

7. Eaual EmDlovment ODDOrtunitv

In connection with execution of this contract, the Contractor shall not discriminate against anyemployee or applicant for employment because of race, religion, color, sex or national origin. TheContractor shall take affirmative action to insure that applicants are employed, and that employeesare treated during their employment, without regard to their race, religion, color, sex or national

origm. Such actions shall include, but not be limited to the following: employment, upgrading,demotion, or transfer; recruitment or recruitment advertismg, layoff, or tennination; rates of pay,or other forms of compensation; and selection for training, including apprenticeship.

The Contractor will comply with Executive Order 11246, "Equal Employment Opportunity," asamended and supplemented.

8. Disadvantaeed Business Enterprise (DBE) Comoliance Reauu-ements

In accordance with 23 USC 101 (b) and the U.S. Department of Transportation, DBE regulations,49 CFR Part 26, it is the policy of COTA to utilize ready, willing, and able disadvantaged andsmall businesses and to use the best efforts possible to level the playing field in the market placeensuring these firms have the opportunity to participate in the procurement process. COTA isrequired by 49 CFR Part 26 to establish DBE goals annually. COTA has established raceconscious and race neutral initiatives m the DBE annual and contract specific goals to provideopportunities in all procurement activities.

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In cases where COTA does not establish a race conscious goal on a contract, COTA fullyexpects its prime contractors to make good faith efforts to enter into subcontracts with DBEs andsmall businesses to the maximum extent possible to ensure that COTA meets its annual DBE goalrequirement.

To best assure compliance with federal regulations and meet COTA's established goals,Contractors (prime and sub) on COTA projects must submit all payment and invoice mformationelectronically using the PRISM* monitoring system. Contractors shall attend mandatory training(Introduction to PRISM Reporting) provided by COTA.

Contractors (prime and sub) must scan and attach to the file all cancelled checks, invoices andother required documents. Contractors shall submit their information in a timely manner. Failureto comply with DBE requirements as set forth will be considered breach of contract.

*PRISM Software is a DBE compliance management system from Early MorningSoftware, 227-229 N. Holiday Street, Baltimore, MD 21202.

9. Contract Tennination

Termination for Default

In the event the contractor fails to perform any requirement of this agreement, COTA mayterminate this agreement by givmg written notice to the contractor of COTA's intention toterminate because of failure of the contract to so perform as specified in the notice. If the contractorcorrects the nonperformance to the satisfaction ofCOTA within ten (10) days after such notice isgiven, then this agreement shall not be terminated on that ground. If the contractor fails to correctthe nonperfonnance to the satisfaction ofCOTA within the ten (10) day period, then this agreementshall terminate on final written notice by COTA.

In the event of the breach of this agreement by the contractor so that COTA engages othercompanies to perform the service called for to be performed by the conbractor under this agreement,the contractor agrees to reimburse COTA all costs incurred by COTA in procuring such servicem excess of the cost provided by agreement for that service.

Termination for Convenience

COTA, by written notice, may terminate this Contract, in whole or in part, whenever COTAdetermines that such termination is in the best interest ofCOTA without showing cause, by givingwritten notice to the contractor. COTA shall pay all reasonable costs incurred by the contractorup to the date ofteimination. However, in no event shall the conb-actor be paid any amount whichexceeds the price of the work performed. The contractor will not be reimbursed for any profitswhich may have been anticipated but which have not been earned up to the date oftemunation.

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10. Termination Fundrne

Should funding for this contract be discontinued, COTA shall have the right to terminate thecontract immediately upon written notice to contractor.

11. Covenant Against Contingent Fees

The Contractor warrants that no person or selling agency has been employed or retained to solicitor secure this contract upon an agreement or understanding for a commission, percentage,brokerage, or contingent fee, excepting bona fide employees or bona fide establishedcommercial or selling agencies maintained by fhe Contractor for the purpose of securing business.

For breach or violation of this warranty, COTA shall have the right to annul this contract withoutliability or, at its discretion, to deduct from the contract price or consideration, or otherwiserecover, the full amount of such commission, percentage, brokerage or contmgent fee.

12. Hold Harmless

All contracted activities to be rendered or performed under this agreement shall be performed orrendered entirely at the contractor's own risk and the contractor expressly agrees to defend againstclaims or lawsuits and hold harmless COTA and all of its officers, employees, or otherwise, fromany and all liability, loss or damage, including reasonable cost of defense they may suffer as aresult of claims demands, actions, or damages to any and all persons or property, costs orjudgments against COTA which result from, arise out of or are in any way connected with thecontracted activities to be performed by contractor or its subcontractors under this agreement.

13. Venue Stipulation

This contract has been and shall be constmed as having been made and delivered within the Stateof Ohio, and it is understood and agreed that this contract shall be governed by the laws of theState of Ohio both as to interpretation and performance. Any action at lawsuit in equity, or otherjudicial proceeding from the enforcement or breach of this contract or any provision hereof, shallbe instituted and maintained only in the courts of competent jurisdiction in Franklin County,Columbus, Ohio.

14. State Industrial Compensation

The Contractor shall comply with the state law known as the Workers Compensation Act, Chapter4123, Ohio Revised Code, and shall pay into the State Insurance Fund the necessary premiumsrequired by that Act to cover all employees furnishing the services purchased under the terms ofthis contract and under the control of the Contractor, and shall relieve COTA from any costs dueto accidents or other liabilities, mentioned in said Act. If the Contractor is a self-insurer underthe Ohio Workers Compensation Act, and duly authorized as such by the Industrial Commissionof Ohio, it shall tender to COTA proof of such status. The Contractor shall tender to COTA a

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certificate evidencing its compliance with the Workers Compensation Act prior to contractexecution.

15. Status of the Contractor

The Contractor shall be and remain an Independent Contractor with respect to all servicesperformed hereunder and agrees to and does hereby accept full and exclusive liability for thepayment of any and all contributions or taxes for Social Security, unemployment insurance, or oldage retirement benefits, pensions, or annuities now or hereafter imposed under any state or federallaw which are measured by the wages, salaries, or other remuneration paid to persons employedby the Contractor on work performed under the terms of this contract and further agrees to obeyall lawful rules and regulations and to meet all lawful requirements which are now or hereafter

may be issued or promulgated under said respective laws by any duly authorized state or federalofficials, and said Contractor also agrees to indemnify and save harmless COTA from any suchcontributions or taxes or liability therefore.

The contractor shall be and remain an Independent Contractor for all personal services suppliedunder this contract, if any. As an Independent Contractor, COTA does not consider Contractor apublic employee and will not make contributions to the Ohio Public Employee Retirement System(OPERS) on Contractor's behalf. If Contractor provides personal services under this contract,Ohio law requires that Contractor acknowledge, in writing, that it has been informed of its statusas an Independent Contractor or other classification other than public employee for the servicesdescribed in this contract and contributions to OPERS will not be made on Contractors behalf forthese services.

16. Insurance

The Contractor shall purchase and maintain, from insurance companies and in a form acceptableto COTA, insurance of types and amounts not less than the following:

A. Workers Compensation - Statutory LimitB. Comprehensive General Liability - $1,000,000 Combined

Personal Injury/Property Damage - Single LimitC. Comprehensive Automobile Liability - $1,000,000 Combined

Personal Injury/Property Damage - Single Limit

The Contractor shall cause a Certificate of Insurance to be issued to COTA evidencing suchcoverage naming COTA as an additional insured and shall furnish such certificate prior to contractexecution.

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17. Compliance with Laws

The Contractor agrees that it will comply with all federal, state, municipal and local laws, rulesand regulations that may be applicable to this Contract.

18. Assignment

The Contractor shall not assign, transfer, convey, subcontract, or otherwise dispose of this Contractor his right, title to, interest in the contract or any part thereof without previous consent in writingofCOTA endorsed hereon or attached hereto. If the Contractor does not obtain consent in writingfrom COTA prior to assignment of this contract, any such assignment shall be considered void.

19. Changes in the Work

If it becomes necessary or desirable to modify this contract and the scope of work herein containedin a manner not materially affecting the substance thereof, or to make changes by altering, addingto or deducting from the work, or to add correlated work not previously covered by the contract tothe work to be done under the contract, COTA may, by an order in writing, order such changes tobe made, and the changes shall be made accordingly. Should any change increase or decrease oraffect the amount, character or time for performance of the work, Contractor's compensation and/ortime for performance shall be adjusted accordingly.

20. Force Maieure

Performance of this Contract shall be pursued with the diligence in all requirements hereof;however, neither party shall be liable for any loss or damage for delay or nonperformance due tocauses not reasonably within its control. In the event of any delay resulting from such causes thetime for performance and payment hereunder shall be executed for a period of time reasonablynecessary to overcome the effect of such delays. In the event of any delay or nonperformance causedby such uncontrollable forces, the party aflfected shall promptly notify the other in writing of thenature, cause, date of commencement thereof and the anticipated extent of such delay, and shallindicate whether it is anticipated fhat the completion dates would be affected thereby.

21. Severabilitv

The parties agree that if any part, term, or provision of this agreement is held by any court to beillegal, the validity of the remaining provisions shall not be affected, and the rights and obligationsof the parties shall be construed and enforced as if the agreement did not contain the particularprovisions held to be invalid.

If any provision of this agreement are in conflict with any federal law, rule or regulation or with anylaw, rule, regulation or statutory provision of the State of Ohio, the conflicting provision shall be

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deemed inoperative and null and void insofar as they maybe in conflict, and shall be deemedmodified to conform to lawful provisions, so as to give them as much effect as legally possible.

.22. Debarred Bidders Provision

The Contractor, including any of its officers or holders of a controlling interest, is obligated toinform COTA whether or not it is or has been on any debarred bidders' list maintained by theUnited States Government. Should the Contractor be included on such a list during theperformance of this project, it shall so inform COTA.

23. Conflicts m Contract Documents

If the provisions of any Contract document conflict with the provisions of any other Contractdocument, either specifically or as to mtent, the provisions of the Terms and Conditions shallcontrol.

25. Contract Compensation

The Contractor shall bill COTA monthly for services provided pursuant to the specifications at theunit prices established in the negotiated contract. Total compensation shall not exceed themaxunum limit established in the negotiated contract. The Contractor's applications for paymentshall include the following information:

A. Purchase order number.B. Number of shelters cleaned, date services were performed.C. Total charge for the month.

26. State and Local Law Disclaimer

The use of many offhe clauses within this contract are not governed by Federal law, but aresignificantly affected by State law.

27. Clean Air Act and Federal^Water Pollution Control Reauirements

Contractor agrees to comply with all applicable standards, orders, or requirements issued underSection 306 of the Clean Air act (42 USE 185(h)), Section 508 of the Clean Water Act (33 USC1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR, Part15), which prohibits the use under non-exempt federal contracts, grants or loans, or facilitiesincluded on the EPA list for Violating Facilities. Contractor shall report violations to FTA and tothe USEPA Assistant Administrator for Enforcement (EN0829).

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28. Recycled Products

The Contractor agrees to comply with all the requirements of Section 6002 of the ResourceConservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including, but not limitedto, the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to theprocurement for the items designated in Subpart B of 40 CFR Part 247.

29. Maintenance of Records

Contractor shall maintain documentation for all charges against COTA. The books, records, anddocuments of contractor, insofar as they relate to the work performed or money received under thecontract, shall be maintained for a period of three (3) years from the date of final payment and willbe subject to audit, at any reasonable time and upon reasonable notice by COTA or its dulyappointed representatives. The records shall be maintained in accordance with generally accepted

accounting principles.

30. Extent ofAereMnent

This contract contains all the terms and conditions agreed upon by the parties. No otherunderstandings, oral or otherwise, regarding the subject matter of this contract shall be deemed toexist or to bind any of the parties hereto.

31. Excusable Delays

(a) Except for defaults of subcontractors at any tier, the contractor shall not be in defaultbecause of any failure to perform this contract under its terms if the failure arises from causesbeyond the control and without the fault or negligence of the Contractor. Examples offhese causesare (1) acts of God or of the public enemy, (2) acts ofCOTA in either its sovereign or contractualcapacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freightembargoes, an (9) unusually severe weather. In each instance, the failure to perfomi must bebeyond the control and without the fault or negligence of the Cont-actor. "Default" includes failureto make progress in the work so as to endanger performance.

(b) If the failure to perform is caused by the failure of a subcontractor at any tier to perform ormake progress, and if the cause of the failure was beyond the control of both the Contractor andSubcontractor, and without the fault or negligence of either, the Contractor shall not be deemed tobe in default, unless-

(1) The subcontracted supplies or services were obtainable from other sources(2) The Director of Supply Management ordered the Conb-actor in writing to

purchase these supplies or services from the other source; and(3) The Contractor failed to comply reasonably with this order.

(c) Upon request of the Contractor, the Director of Supply Management shall ascertain the factsand extend of the failure. If the Director of Supply Management determines that any failure to

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perform results from one or more of the causes above, the delivery schedule shall be revised,subject to the rights ofCOTA under the termination clause of this contract.

32. Responsibilities of the Contractor

At its own expense, the Contractor shall:

A. Obtain all necessary licenses and permits.B. Provide competent supervision.C. Take all precautions necessary to protect persons or property against injury or damage

and be responsible for any such injury or damage as a result of his/her fault ornegligence.

D. Perform the work diligendy and without unnecessarily interfering with other Contractor'swork of other activities ofCOTA.

33. Inspection of Services

Definitions. "Services" as used in this clause includes services performed, workmanship andmaterial fiurnished or utilized in the performance of services. If any of the services donot conform with the contract requirements, COTA may require the Contractor to perform theservices again in conformity with conlract requirements, at no increase in contract amount. Whenthe defects in services cannot be corrected by re-performance, COTA may (1) require theConfractor to take necessary action to ensure that future performance conforms to contractrequirements and (2) reduce the contract price to reflect the reduced value of the servicesperformed. If the Contractor fails to promptly perform the services again or to take the necessaryaction to ensure future performance in conformity with contract requirements, COTA may, bycontract or otherwise, perform the services and charge the Contractor with any cost incurred byCOTA that is directly related to the performance of such service.

34. Failure to Perform

(a) Subject to the Excusable Delays clause (if included in this contract), if the Contractorfails to perform this Contract under its terms, the Director of Supply Management shallgive the Contractor written notice stating the failure. Thereafter, regardless of anyother provision of this Contract, the Contractor shall not be entitled to an equitableadjustment under either this Contract, or any related contract, to the extent theequitable adjustment arises from the Contractor's failure to perform or &om anyreasonable remediation action taken by the Director of Supply Management basedupon the failure.

(b) The failure of COTA to insist, in one or more instances, upon the performance ofany term of this Contract is not a waiver ofCOTA's right to future performance ofsuch term, and the Contractor's obligation for future performance of such term shallcontinue in effect.

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(c) The rights and remedies ofCOTA in this clause are m addition to any other rightsand remedies provided by law or under this Contract.

35. Work on COTA Premises

While working on COTA premises, Contractor, its employees and subcontractors shall complywith all COTA safety policies and procedures communicated to the Contractor, either by verbal,posted or written means.

36. Subcontracting

The Contractor may not subcontract work for this contract without the expressed writtenpermission of COTA. If the Contractor has received authorization to subcontract the work, it isagreed that all subcontractors performing work under this contract shall comply with its provisionsand it is expressly understood that all persons employed by the Contractor, either directly or

indirectly, shall be considered employees of the Contractor and not the employees ofCOTA.

37. Additional Services

COTA reserves the right to request additional services relating to this agreement from theContractor. These additional requests must be in writing and signed by authorized representativesof both parties.

38. Prices Shall Be Fixed for the Term of the Contract

The prices shall remain fixed and firm during the term of the contract for Year 1, Option Year 1and Option Year 2.

39. Exercising of Option Year Periods

At least thirty (30) days prior to the expiration of a contract period, COTA will evaluated itsfuture needs and determine the necessity for continuing these services. COTA's decision toexercise an option period will be provided in writing to the contractor.

40. Payment Terms

Compensation for a toner inclusive printer and copier maintenance program will be paid on amonthly basis (or more frequently, if agreed to by both parties). Invoices must include acomplete description of services rendered, and invoice values must agree with contract pricing.COTA will forward payments to contractor (s) within thirty (30) calendar days after receipt ofthe invoice. All invoices must be emajled to accountsDavablefSicota.com.

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41. Notification of Material Chanee in Business

Contractor agrees that if it experiences any material changes in its business including,without limitation, a reorgani2ation, refinancing, restructuring, leveraged buyout, bankmptey, lossof key personnel, etc., it agrees to immediately notify COTA's Director of Supply Management ofthe changes. Contractor also agrees to munediately notify the Director of Supply Management ofany condition which may jeopardize the scheduled delivery or fulfillment of Contractor'scontractual obligations to COTA.

42. Entire Agreement

This contract, the Request for Proposals dated November 17, 2017, Addendum #1 Addendum #2and the Contractor's offer contain the entire agreement between COTA and the Contractor andsupersede all prior negotiations, representations or agreements, either written or oral. Anyinconsistency in this contract shall be resolved by giving precedence in the following order: (a)The Contract; (b) The Request for Proposals dated November 17, 2017, Addendum #1 andAddendum #2; and (c) The Contractor's offer. This contract may be amended only by a writteninstrument signed by both COTA and the Contractor.

ATTEST: THE DATA HOUSE:

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ATTEST: CENTRAL OHIO TRANSIT AUTHORITY:

Onb<'k<4fofiEmiUe Williams, Interim President/CEO^^

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(Accuracy here can be influenced by what interval customer has the data collectionrun by print fleet or FM audit, daily, hourly, every four hours etc...) The other time is

at preventative maintenance calls.

4.2.13 Firmware updates are a standard part of our service even though many service

providers are now moving this to customer responsibility. As these devices become

more sophisticated it is our view that being able to troubleshoot and upgradefirmware is essential and should not be a chargeable service. We do services to

assist in setting up Web Jet Actmin to auto update firmware. We also have some

customers that want to keep this in house and just have us notify them of the needbut this is becoming increasingly rare as it slows down service to end user.

4.3 Cost Proposal

4.3.1 mono = .0078 color =.065. This is a blended rate for all the machines as specified in

this RFP. So, any machine, copier or printer enjoys the same per page rate.

4.3.2 As Current contract holder The Datg House invoice conforms to the established

standards and^rm^as<;c(Heft1^By^T%

4.4 Personnel'.; -' r ^ .:-: ,1^1:^'' ';:^;: '^/!J^^^:';^;:.1:;1^- ^•^:^ ^^./;v''ri../:;'^:^'-?':'^

4.4/1 Brett Alien has served as project so. He hasalmast.20 years^of experiehce^assessjng and ^r0vidin^ and copy

environments of aHTSKes and verticals. .Qyerseeitlg implemei'itatien-ai-icl^n boarding

;fOiT'althew^PSa®re©mente^i^4.4.2 Other key team memBers are the ^ Perrini

sfe ^/ - < who has fr^querrt ihtefflace with COTA end^sers and^^ Data

'[ 'n House; Glieht base whj?-glove geryjce for overSO^years; iMn^y fiaehmattrr fevers asseTvirecoordinatCH'vvit^

managing rernotefnonitpnngtQDls,^ Lori

^ Nah,^ bad<& up &J on customer service ^

with over 22^ears of experience in accou]?ting,rnahggiAg contracts accurately andkeepingwarrantyirifar^tiQnuptoetate.^^^^^^^^

4.2 Note any current issues including p^rts needed ^roVtde;tolT in most cases)

4.3 Load all machines with location, serial, IP, asset tag, end user, supplies needed into our data

base for all back end and website functions (already done for COTA)

4.4 Loading of ship to locations for each machine into our Routing Label database (see sample

provided) This routing label helps tremendously in getting toner to correct user quickly whenshipped ups if that is preferred method of delivery for client.

4.5 Install of Print Fleet DCA for remote monitoring of supplies and service errors4.6 Training for both our website (if needed) and Print Fleet dashboard (if needed)

4.7 Confirm end users that will be ordering supplies or service and train on website if they want to

use this service also confirmation email sent to users of list key Data House contacts for service

and supply delivery

4.8 List provided back to IT of all machines with warranty expiration dates according to HP. The

Data House will take up any discrepancies with HP on dates as they usually are showing thedate that they shipped to wholesale. We take on correcting this for customers we just needvalid PO dates from customer in some cases.

4.9 If desired assistance in Web Jet Admin tool for internal IT management of fleet

COTA 2018 v 1.2 a/o: 12/22/2017 12:24 PM 8 | P a g e