Ohio Public Employees Retirement System. Request for Proposal

Transcription

1 Ohio Public Employees Retirement System For: Project Portfolio Management Software Date: February 3, 2014 Project Name: Project Portfolio Management Solution 277 East Town Street Columbus, Ohio PERS (7377)

2 Table of Contents A. BACKGROUND 1. Retirement Board 2. Financial Information B. OVERVIEW C. SCOPE OF ENGAGEMENT D. PROPOSAL CONTENT 1. Cover Letter 2. Questionnaire 3. Vendor Personnel 4. Vendor Qualifications 5. Proposed Software System Description 6. Required System Features 7. Desired System Features 8. Understanding of Engagement 9. Work Plan 10. References 11. Licensing and Maintenance Fees 12. Sample Contract E. SELECTION CRITERIA F. GENERAL TERMS AND CONDITIONS FOR SUBMITTING PROPOSALS G. INSTRUCTIONS for SUBMITTING PROPOSALS ATTACHMENT A 2

3 A. BACKGROUND 1. Retirement Board In 1935, the Ohio Public Employees Retirement System (OPERS) began a tradition of providing excellent retirement benefits for state employees. With approximately 81.4 billion in assets, the System provides retirement, disability, and survivor benefit programs for public employees throughout the state who are not covered by another state or local retirement system. OPERS serves more than 1,005,000 members of public employers and over 191,000 retirees and surviving beneficiaries who receive monthly benefits. 2. Financial Information The most recent OPERS Comprehensive Annual Financial Report is available on the OPERS website at: B. OVERVIEW The Ohio Public Employees Retirement System is requesting proposals for a Project Portfolio Management (PPM) system that will allow for the effective management of our portfolio, programs, and projects while providing the leadership team, project managers, project team members and OPERS stakeholders with reliable data about engagement, resource capacity and allocation, and performance. C. SCOPE OF ENGAGEMENT OPERS is seeking a Vendor through a formal (RFP) process to provide a commercial off-the-shelf (COTS) project management software system (PPM) for approximately 100 employees. Specifically, the selected system will improve organizational PPM and resource maturity and project delivery by enabling informed and transparent project selection, prioritization and scheduling for the purpose of generating the greatest possible value for OPERS. In the interest of transparency, OPERS would also like to make the system open to the OPERS directors, management and key stakeholders as read only. The PPM system selected for this engagement must be compatible with OPERS current equipment, technology and architecture (e.g. Windows platform, SharePoint 2013 and the systems listed in section 7.11). In addition, it must meet the required and desired features listed in Section D-6 and D-7. OPERS seeks full implementation either at the OPERS corporate office or hosted offsite. OPERS is also seeking customer training, detailed user guides, and support during implementation and deployment. The anticipated implementation date is June, D. PROPOSAL CONTENT At a minimum, the proposal must include the following information. For ease of review, each requirement should be addressed in a separate section preceded by an index tab to identify the subject of the section. The proposal should be formatted on consecutively numbered pages and include a table of contents. 3

4 1. Cover Letter The Vendor must include a cover letter, which will be considered an integral part of the proposal, in the form of a standard business letter, and must be signed by an individual who is authorized to bind the vendor contractually. It must include: 1.1 A statement regarding the Vendor s legal structure (e.g. an Ohio corporation), Federal tax identification number, and principal place of business. 1.2 Vendor s primary contact on this RFP, who has authority to answer questions regarding the proposal: Firm Name Contact s Name Additional Contacts Contact s Address Contact s Phone and Facsimile Numbers Contact s Address 1.3 A statement that the Vendor s proposal meets all the requirements of this RFP. 1.4 A statement that the Vendor has not submitted its proposal with the assumption that there will be an opportunity to negotiate any aspect of the proposal. 1.5 A statement that the Vendor acknowledges that all documents submitted pursuant to this request may be subject to disclosure under Ohio s Public Records Act, see Section F(1) of this RFP. 1.6 A statement that the Vendor acknowledges and agrees that the contract provisions contained in Attachment A shall be included in any contract with OPERS that may result from this RFP, and such contract provisions shall control in the event of any conflict. 1.7 OPERS shall have full ownership, including copyright interests in all custom software, documentations and other related work projects, as applicable. 1.8 The Vendor will ensure that the Vendors subcontractors shall be obligated to assign to OPERS their ownership rights in any deliverables. 2. Questionnaire Please provide the following information: 2.1 Vendor s domestic office locations, identifying which location will be assigned this project. 2.2 Vendor s organizational structure, including subsidiary and affiliated companies, and joint venture relationships. 2.3 How many years has Vendor been in business? 4

5 2.4 Yes/No: Has Vendor undergone any material change in its structure or ownership within the last 18 months? If yes, please describe. 2.5 Yes/No: Is any material change in ownership or structure currently under review or being contemplated? If yes, please describe. 2.6 If available, please provide a report, study, or assessment of your company, prepared by an unbiased independent third-party source, concerning client satisfaction and measures of your firm s strengths and weaknesses vis-à-vis your key competitors. 2.7 Please provide your most recent financial statements including a statement of financial position, an annual income statement and balance sheet. 2.8 Please describe any material litigation to which your company is currently a party. In addition, please describe any material litigation that your company has been involved in over the last 3 years. 2.9 Please provide a list and describe litigation brought or threatened against your company by existing or former clients over the past 5 years Please describe any relationships that your company has with potential vendors to OPERS, including any potential fees or other remuneration your company may receive for recommending their products or services. 3. Vendor Personnel 3.1 For each individual that you propose to assign to this engagement, please provide a narrative with the following information: Employee name and title Proposed position on this engagement (manager, supervisor, officer, etc.) The month and year that the employee began working for your organization Employee work history. 3.2 Vendor is requested to perform all services and may not subcontract without the written consent of OPERS. For each of the Vendor s potential subcontractors, please provide a narrative with the following information: The subcontractor s (firm) name and address A brief description of the work said subcontractors might perform. 3.3 Please describe your firm s procedures in the event that a contact person assigned to this engagement leaves your firm during the term of the engagement. 4. Vendor Qualifications 4.1 Company s Professional and Technical Experience Vendor must provide a description of its company, including the date established, and the organization s experience and history in implementing PPM systems for institutions similar in size and scope to OPERS. 5

6 6 Ohio Public Employees Retirement System Describe the technical expertise and work experience of Company employees that would be involved in consulting, system implementation, and/or training, should your proposal be accepted Vendors may include any other company information that you think would help OPERS in its evaluation Vendors must provide a statement of proof that they are a registered partner and reseller of the proposed solution. 4.2 Demonstration Vendor must provide OPERS with a project portfolio management system that will allow for the effective management of portfolios, program, and projects. To demonstrate this capability, Vendor must provide URLs to either actual or demo systems that indicate Vendor s capabilities to deliver the required solution with user guide(s) and pertinent documentation Vendor must be able to provide customer training and support during implementation and deployment. 5. Proposed Software System Description 5.1 Provide a detailed list and explanation of features and functions available in the proposed product. 5.2 Describe future enhancements, upgrades, releases for the product. 5.3 Provide detailed information regarding any limitations with the capacity and scalability of the proposed product. 5.4 Provide information regarding the products historical timeline including, but not limited to, when the product was first released, the expected support lifetime (i.e. when the product is expected to reach end-of-life ), and whether the product (both hardware and software) has had any major technical problems required either a recall, emergency hardware or software upgrades, or deployment of technical support resources to customer s sites to resolve a pattern of consistent problems in the use of these products. 5.5 Describe how the system will bring value to our organization and end users. 6. Required System Features Listed below are requirements that the proposed solution must meet. Please complete Attachment B Required Features Assessment template and describe in detail how your product meets the requirements. 6.1 Product must provide a comprehensive suite of PPM and resource management tools including the following: Business case management to score, filter, prioritize and control Initiation of projects and programs through customizable forms and workflow approvals Perform what-if scenario planning on schedules and resources Initiate resource requests through customizable forms and workflow approvals Management of programs and projects including schedules, work tasks, dependencies, milestones, baselines and constraints Management of programs and projects integrated with customizable project lifecycle processes to automate signoffs and workflows

7 7 Ohio Public Employees Retirement System Resource, budgeting and business performance management to control costs and investment Strategic plan linked to execution, value, risks, and benefits (e.g. customer needs management, requirements management, workflow and change management, collaboration, document management, records management, work breakdown structures) Product must contain a time accounting module. The application must give employees the ability to input hours worked toward projects and a field for a description or comments. The product must provide a timesheet whereby employees can enter their time on a daily or weekly basis. The Time Accounting module must have the capability for integration into Kronos (as shown in 7.11) Product must be web-based (e.g. server-side vs. client) Hosted products must have a SSAE16 certification Product must include reports providing a means to easily create, change, delete and view projects and project data in multiple formats (e.g. dashboards, reports). Include preset and customizable reporting functions covering but not limited to: 7. Desired System Features Project/Program overview with customizable metrics Role-based dashboards for executives, portfolio managers, project managers, project analysts, and other internal or external stakeholders Task lists by project/program, manager, team, employee. Reports should be available online with the ability to generate a printable format Listed below are PPM system features that are desired by OPERS. Please describe in detail how your product meets the desired features. In addition to the description of how your product addresses each feature, also designate if the requirement is provided out of the box. If you cannot meet a requirement, respond to that particular requirement with requirement not met. If a requirement cannot be met specify if the requirement requires customization by the vendor, or requires customization by OPERS. If customization by the vendor is required for any feature(s) the cost(s) must be included in section D-11. List the cost for each customization separately as a line item in the table. You may also list any other features offered in your product that you feel would be of interest to OPERS. 7.1 Project Initiation Ability to create a standard template approach to creating project business cases Ability to customize the projects lifecycle governance (gating processes) based on complexity, risk, and or type of project Ability to provide project evaluation metrics Ability to support customizable/user-defined metrics Ability to address non-financial project benefits (e.g. service quality, learning) Ability to capture and model alignment with strategy and/or strategic objectives Ability to quantify project value in dollar units (Return on Investment) Ability to conduct value estimation based on comparing doing vs. not doing project (not doing project can produce negative value) Ability to account for project choice dependencies (e.g. project B may be selected only if project A is selected) Ability to evaluate and optimize multi-year plans and scenarios

8 Ability to support project risk assessment and risk mitigation planning Ability to quantify project risk Ability to quantify project deferral risk (risks if the project is not conducted) Ability to define project-specific phases, gating processes and milestones 7.2 Project Planning Ability to create a standard template approach to creating project schedules Ability to monitor project baseline tracking Ability to retain project history and audit trail of changes to schedule, budget, scope, resources Ability to support workflow management (e.g. task lists, reports, status, notifications, approvals) Ability to compute/display estimates of remaining work (hours, percentage, end-date forecast) Ability to provide template library for project process deliverables 7.3 Project Execution Ability to create a standard approach to creating project briefs Ability to restrict categories in a timesheet (e.g. projects/tasks) to those relevant to an employee Ability to provide options for timesheet leave categories (e.g. annual, sick, holiday) Ability to create timesheet entries from mobile devices Ability to capture effort against tasks Ability to manage risk and issues tracking Ability to provide change management workflows (change reporting, approvals, change impact analysis) Ability to re-baseline project schedules and preserve previous versions 7.4 Project Monitoring and Control Ability to monitor project performance for schedule and budget against baselines Ability to create dashboard view of status of all projects with the ability to drill down by workgroup or customer Ability to provide analytics/models for project performance assessment, benefits measurement, and value realization management Ability to compute/display estimates of remaining work (e.g. hours to completion, percent of work completed, end-date forecasting) Ability to provide comparison of actual vs. planned progress with variance analysis, alerts and rule-based notification 7.5 Resource Management Ability to assign and schedule resources by skill set & availability Ability to compare resource supply-demand by resource category and identify gaps, bottlenecks, and over-allocation Ability to conduct resource capacity planning against (demand) projects as well as non-project operational efforts Ability to capture all people resource categories and allow segmentation including, by way of example, organizational unit and skill set.

9 7.5.5 Ability to capture information for characterizing individual resources (e.g. skills, certifications, interests) Ability to provide dashboard views with drill down to individual resource availability (e.g. by time, skill, organizational unit, assignments) Ability to provide automated, rule-based routing of updates regarding individual resources (e.g. change in availability, skill) Ability to specify resource demand categories (e.g. projects, operations, applications) Ability to support a formal resource request system and automated approval processes for the assignment of resources Ability to support top-down resource assignment (e.g. provides search and sort based on roll, skill, organizational unit) Ability to include operational and administrative resource assignment (in addition to project resource assignment) Ability to view resource assignments by individual and demand Ability to manually change resource assignments for individual projects after project initiation Ability to summarize utilization levels by resource category and over time Ability pull in resource information from Kronos (e.g. department, manager, title) Ability to add external resources and have them enter time Ability to differentiate between internal and external resources 7.6 Project Delivery and Close Ability to archive closed project data Ability to create a standard template approach to capture lessons learned and support postimplementation reviews Ability to support verification of project deliverable acceptance criteria Ability to provide project outcome performance monitoring/reporting (e.g., project payback, benefits tracking) Ability to support project management knowledge database (data storage and mining) 7.7 Data Management Ability to create, view, change, and delete projects and associated project data Ability to enter annotative comments and appending documents, images and links for project documentation Ability to import/export data from existing systems and databases (e.g., PMO Application, financial systems, Microsoft Project, Excel) Ability to provide data validations and warnings Ability to allow multiple portfolios and portfolio hierarchies (parent-child links) Ability to search, filter and sort project and portfolio data Ability to archive project and portfolio data Ability to conduct statistical analysis of historical data (e.g., trend analysis) Ability to manipulate data (slice, dice and aggregate) Ability to provide dashboard views plus ability to drill down Ability to allow users to configure/customize/format views, graphs, and reports Ability to provide document management (e.g. document storage, read, save-as, check-in, check-out, version control, history) Ability to use ad-hoc query tool with the ability to export ad-hoc data as well as standard reports to excel and Microsoft project. 9

10 7.8 Security/User Management Ohio Public Employees Retirement System Ability to accommodate a large number of users (more than 100, less than 1000) Ability to provide controlled access and change privileges Ability to provide audit trail capability Product must support LDAP or Active Directory for the purpose of user authentication Ability to set up roles and manage access by resource/person 7.9 Workflow Management Ability to support workflow management (e.g., generates individual task lists, reports status, routes action notifications, supports approvals) Ability to add, modify and save workflow templates Ability to support issue tracking and management (e.g., issue definition, assigning to issue owners, converting issues to tasks) 7.10 Communication Ability to support mass communication and notification (e.g., via a home page bulletin board, mass s) Ability to provide targeted communications and notifications (e.g., selective, rule-based notifications via ) 7.11 Integration OPERS is interested to what extent your product can integrate with the following systems, please indicate out of the box or custom integration and include any fees in section D-11 of this RFP: Microsoft Project Microsoft Great Plains Microsoft SharePoint Oracle Taleo A talent management solution (tbe.taleo.net) Kronos A workforce management solution (Kronos.com) Collabnet Team Forge Provider of software lifecycle and collaboration tools (collab.net) Excel 8. Understanding of Engagement 8.1 Please describe in detail your organization s understanding of the services requested in this RFP by OPERS and describe your procedures and methods to be used that will achieve the required outcome. 8.2 Please describe areas or processes not included in this RFP that your company may examine in order to provide more complete services. 8.3 Please provide a narrative that supports why your company believes that it is qualified to undertake the proposed engagement. 9. Work Plan 9.1 The proposal should set forth an implementation strategy including: 10

11 9.1.1 Sample project plan for implementation Change management (roll out) strategy A description of how the Vendor will manage project constraints Sample schedule for performing the services including estimated hours by major task and staffing plan to include both Vendor and OPERS resources. 9.2 Installation and Configuration Architecture: application architecture, core system, data architecture Implementation: specialized training for system administrators and end-users, security/user management Network/Maintenance: backups, disaster recovery, network bandwidth Integration: interfaces, APIs integration platforms, connectors Support: support services service level agreement, downtime, release schedule, technical training. 9.3 A description of the service management and quality control procedures to be utilized. These should identify and describe any anticipated potential problems, the Vendor s approach to resolving these problems, and any special assistance that will be requested from OPERS. 9.4 Vendor should allow ample time to review all existing documentation pertaining to the services. 10. References 10.1 List three current clients who are currently using the proposed product Provide the following information for each of the three references: Business or Institution Name Contact Name Phone Number Address Number of years that the company has been a client Name of the product currently being used 11. Licensing and Maintenance Fees 11.1 Please provide a quote in the format below for years 1 through 5 to include licensing and support/maintenance fees and line-item pricing information for services proposed. For example, explain whether your price is based on named users, concurrent users, or number of processors. Further explain the basis for your model and price. If you offer pricing based on tiers of users, provide the specifics and prices of the licensing tiers. Pricing structure should allow for expansion of the overall user base incrementally over time and possible increases/decreases in access per project. 11 OPERS current user environment incorporates approximately 100 employees requiring access to the overall system. In the interest of transparency, OPERS would also like to make the system open to leadership, management, and all stakeholders as read only. We are also interested in the potential for

12 expansion of the overall user base incrementally over time and may have increases/decreases in access per project. Please base your price on these characteristics using the format below (add rows as needed): Services Year 1 Year 2 Year 3 Year 4 Year 5 Software License Fees Maintenance Fees Support Services Training and Training Services Integration Fees (See 7-11) Implementation Fees Other Fees or Charges Total: 11.2 Explain in detail how your fees are structured. If price is based on named users, concurrent users or number of processors, explain the basis for your model and price. If pricing is based on tiers of users, provide the specifics and prices of the licensing tiers State whether Vendor will negotiate its proposed fee if OPERS decides negotiation is appropriate as to any aspect of the proposals, including the fee, with the finalist(s). In no case, however, will the negotiated fee be higher than the fee submitted in the proposal. 12. Sample contract Please provide a sample contract with your proposal for consideration if you are selected for this engagement, along with a copy of your certificate of insurance. The contract should reflect the specific scope and deliverables of this engagement as well as hourly fees for any potential work outside the scope of this engagement and response times. Notwithstanding the foregoing, any contract that may result from this RFP must include the contract provisions included in Attachment A, which provisions shall control in the event of any conflict. 13. Additional Information The Vendor should provide any other information it believes relevant to the engagement. E. SELECTION CRITERIA Proposals will be evaluated, and OPERS will make any final decision to award the contract. 12

13 During the evaluation process, the OPERS management may, at its discretion, request any or all vendors to make oral presentations. Such presentations will provide Vendors with an opportunity to answer questions regarding the Vendor s proposal. Not all Vendors may be asked to make such oral presentations. Proposals will be evaluated based on the following criteria, (each criteria may be weighted, if desired): 1. Vendor Qualifications 2. Implementation Strategy 3. Licensing and Maintenance Fees 4. Required System Features 5. Desired System Features After evaluation of the proposals, OPERS may determine a list of finalists not to exceed three (3) and may commence sequential negotiations on any aspects of the proposals OPERS deems appropriate beginning with the highest scoring finalist. If OPERS does not reach agreement with the highest scoring finalist within seven (7) calendar days, or if in the opinion of OPERS negotiations reach an impasse, OPERS may decide not to award the contract or may begin negotiations with the second highest scoring finalist. OPERS may choose to continue such negotiation schedule with subsequent finalists on the same basis until a contract is negotiated, no other finalists remain, or OPERS decides not to award the contract. F. GENERAL TERMS AND CONDITIONS FOR SUBMITTING PROPOSALS 1. Vendor acknowledges that OPERS is subject to the Ohio Public Records Act, and the documents submitted pursuant to this RFP may be subject to a public records request. Accordingly, Vendor must identify any material or documents that are confidential and clearly mark those items or documents at the time of submittal. If a request for records is made that includes information Vendor has identified as confidential, OPERS will make reasonable efforts to contact Vendor in sufficient time to allow Vendor to take appropriate legal steps to protect the confidential information from disclosure. If as a result of the position taken by Vendor regarding the confidentiality of the information OPERS is assessed any damages or fees, Vendor shall indemnify OPERS for such damages or fees. If no documents or materials are identified and marked by Vendor as confidential, Vendor will be deemed to have consented to the release of the document or material, and to have waived any cause of action against OPERS resulting from the release of the documents or materials. 2. Regardless of cause, late proposals, in whole or in part, will not be accepted and will automatically be disqualified from further consideration. It shall be the Vendor s sole risk to ensure delivery at the designated office by the designated time. Late proposals will not be opened and may be returned to the Vendor at the expense of the Vendor, or destroyed if so requested. 3. OPERS reserves the right, in its sole discretion, to reject any or all proposals submitted, and to waive as to any vendor or as to all vendors, any informality or irregularity in a proposal or proposals or any failure to conform to the instructions in this RFP. 4. OPERS reserves the right, in its sole discretion and without giving reasons or notice, at any time and in any respect, to amend or cancel this RFP, to alter the procedures described in this RFP including but not limited to the procedures for evaluation, to change, alter or waive any and all criteria included in this RFP, to waive or modify any requirements of this RFP or to add additional requirements, and to terminate discussions with any or all vendors. 13

14 5. This is not a contract, not meant to serve as a contract, and does not constitute a promise to enter into a contract. 6. All documents, proposals and other materials submitted in response to this RFP will become the property of OPERS and will not be returned to Vendor. 7. Vendor agrees to comply with all terms, conditions and requirements described in the RFP. Any failure by any responding Vendor to so comply shall be grounds for rejection of that Vendor s proposal, as determined by OPERS in its sole discretion. 8. If a contract results from this RFP, neither the successful responding Vendor, nor anyone on its behalf (including its agents, affiliates, subcontractors and/or vendors), shall publish, distribute or otherwise disseminate any press release, advertising and/or publicity matter of any type or kind (collectively advertising material ) having any reference to OPERS, this RFP or the resulting contract, unless and until such advertising material first shall have been submitted to and approved in writing by OPERS. G. INSTRUCTIONS FOR SUBMITTING PROPOSALS 1. Please provide 4 hard copies including one redacted copy for public record requests and 2 electronic copies including one redacted electronic copy for public record requests of your proposal by 2:00 PM Eastern Time, on Monday February 24, 2014 to: Nicole Parsell Procurement Agent Ohio Public Employees Retirement System 277 East Town Street Columbus, OH Questions concerning this must be submitted via to Nicole Parsell at nparsell@opers.org. The question and answer period will be from February Questions and answers will be posted on the OPERS website when the question and answer period has concluded. 3. No Vendor shall attempt to communicate with OPERS concerning this RFP in any manner or at any time other than during the question and answer period (see G-2), or the finalist presentations (see section E). Communication with OPERS, other than as previously described, will result in immediate disqualification. 4. This is issued on February 3,

15 ATTACHMENT A CONTRACTOR S REPRESENTATIONS, WARRANTIES AND COVENANTS: Contractor represents, warrants and covenants that: (a) it has the authority to enter into the Agreement and perform the services provided thereunder; (b) it shall comply with all applicable federal, state and local laws in providing services under the agreement, including, but not limited to the reporting requirements contained in Sections et seq. (Joint Legislative Ethics Commission) of the Ohio Revised Code, and the laws contained in Chapter 102 (Ohio Ethics Commission) of the Ohio Revised Code governing ethical behavior, understands that the provisions apply to persons doing or seeking to do business with OPERS, and agrees to act in accordance with the requirements of such provisions; and, (c) it has not paid and will not pay, has not given and will not give, any remuneration or thing of value directly or indirectly to OPERS or any of its members, officers, employees, or agents, or any third party in connection with its engagement under the agreement or otherwise, including, but not limited to a finder s fee, cash solicitation fee, or a fee for consulting, lobbying or otherwise. CONFIDENTIALITY AND PUBLIC RECORDS: Contractor shall not disclose to any other person or use any information concerning OPERS members, or any other confidential information obtained in providing services under the agreement, without the prior written consent of OPERS. Contractor acknowledges that OPERS is subject to the Ohio Public Records Act. If a request for records is made that includes information Contractor has identified as confidential, OPERS will make reasonable efforts to contact Contractor in sufficient time to allow Contractor to take appropriate legal steps to protect the confidential information from disclosure. If as a result of the position taken by Contractor regarding the confidentiality of the information OPERS is assessed any damages or fees, Contractor shall indemnify OPERS for such damages or fees. ADVERTISING AND PUBLICITY: Neither Contractor, nor anyone on Contractor s behalf (including its agents, affiliates, subcontractors and/or vendors), shall publish, distribute or otherwise disseminate any press release, advertising and/or publicity matter of any type or kind (collectively advertising material ) having any reference to OPERS or the agreement, unless and until such advertising material first shall have been submitted to and approved in writing by OPERS. INDEMNIFICATION AND LEGAL ACTION: Contractor agrees to indemnify and hold harmless OPERS, its members, officers, and employees for damages, costs, losses or any other claims arising from the negligent or intentional acts of Contractor, its officers, employees or agents under the agreement. Contractor shall reimburse OPERS for any judgments rendered against OPERS for Contractor's actions. Contractor agrees to defend OPERS against any such claims or legal actions if called upon to do so. OPERS shall not indemnify Contractor for damages, costs, losses or any other claims of any nature that may arise under the agreement. To the extent that Contractor may be damaged or may be required to assume a liability as a direct result of the actions taken or not taken by OPERS, the parties agree that Contractor may sue or take legal action against OPERS to seek recovery of such damages. GOVERNING LAW AND FORUM: Issues concerning OPERS existence and/or authority, or the Ohio Public Records Act, shall be governed by, construed and enforced in accordance with, the laws of the State of Ohio. Any litigation arising out of or related in any way to this agreement shall be brought only in the state or federal courts sitting in Franklin County, Ohio, and Contractor irrevocably consents to such jurisdiction. OPERS shall not waive its right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) 15

16 arising out of or related in any way to the agreement or the actions of either party in the negotiation, administration, performance or enforcement thereunder, unless the Ohio Attorney General consents to such waiver. RENEWALS: The parties agree that the agreement may be renewed by written mutual consent of the parties, and further, that the agreement shall not renew automatically. DELIVERY: The parties agree that delivery of [item(s) purchased] shall be F.O.B. OPERS location (loading dock). 16