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Many of the terms and conditions contained in the Master Agreement template are required by state and federal law; however, Bidders may propose changes to the Master Agreement by communicating any exceptions or deviations in the General Terms and Conditions Acceptance Form provided in Section Two of this RFP. Any proposed changes are subject to CCOG and Equalis Group review and approval. Any exceptions or deviations not disclosed in the General Terms and Conditions Acceptance form will not be considered by CCOG after Notice of Intent to Contract has been issued. 6.Formation of Master Agreement COG and Equalis Group based upon the A response to this solicitation is an offer to establish a Master Agreement with C terms, conditions, scope of work, and specifications contained in this request. A contract is formed when an award is made and CCOG’s Board President or designee signs the Master Agreement Signature Form provided in Section Two of this RFP. The Bidder must submit a signed Master Agreement Signature Form with the response, thus eliminating the need for a formal signing process. 7.Administration Agreement Equalis Group and the Winning Supplier will enter into a separate Administration Agreement, which defines i) the roles and responsibilities of both parties relating to marketing and selling the Program to current and prospective Members, and ii) the financial terms between Equalis Group and Winning Supplier. Bidders will review the Administration Agreement template, which is included as Attachment A – Administration Agreement and complete Equalis Group Administration Agreement Declaration Form in Section Two. 8.Ethical & Conflict of Interest 8.1.No Bidder or individual, company, or organization seeking a CCOG contract award will promise or give to any CCOG or Equalis Group employee anything of value that is of such character as to manifest a substantial and improper influence upon the employee with respect to his or her duties; 8.2.No Bidder or individual, company, or organization seeking a contract will solicit any CCOG or Equalis Group employee to violate any of the conduct requirements for employees; 8.3.When acting on behalf of CCOG and Equalis Group, Winning Supplier will refrain from activities which could result in violations of ethics and/or conflicts of interest. Any Winning Supplier who violates the requirements and prohibitions defined herein or in O.R.C. Chapter 102.04 is subject to termination of the Master Agreement or refusal by CCOG and Equalis Group to enter into the Master Agreement; and 8.4.CCOG and Equalis Group employees who violate O.R.C. Chapters 102.03, 102.04, 2921.42, or 2921.43 may be prosecuted for criminal violations. 9.Waiver of Minor Proposal Errors CCOG may, at its sole discretion, waive minor errors or omissions in a Bidder’s proposals when those errors do not unreasonably obscure the meaning of the content, or the competitive nature of the proposal submitted in response to this RFP. (The rest of this page is intentionally left blank) Page | 5