Ohio Admin. Code 123:2-14-05 - Joint venture
(A)
Two or more
businesses may request certification as an MBE, EDGE, or WBE-certified joint
venture (JV):
(1)
one of the businesses must be an Ohio-certified
business partnering or otherwise agreeing to join with another business or
businesses for the purpose of seeking a contract award;
(2)
the business
relationship must benefit all parties to the JV;
(3)
the eligible
owner(s) of the Ohio-certified business must control the JV's day-to-day
operations, management decisions, policies, and have ultimate control over the
management and operations of the JV including (but not limited to) finances.
Generally, performance limited to only office management, administration, or
bookkeeping functions unrelated to the principal business activities of the
business is insufficient to demonstrate control;
(4)
the
Ohio-certified business must have an interest in the capital, assets, and
profits and losses of the JV at least proportionate to its capital investment
in the JV, but not less than fifty-one percent for an MBE or WBE-certified JV
(not less than thirty percent for an EDGE-certified JV). The contributions of
capital used to acquire ownership shall be "real and substantial" going beyond
pro forma ownership and derived from individually and independently owned
resources;
(5)
the JV is a for-profit entity and is not required to be
in business for one year prior to submission of the Joint Venture Agreement;
and
(6)
the JV must have its own separate federal tax
identification number and do business under a name that includes the letters
"JV" at the end of the name.
(B)
All JV members
must sign a Joint Venture Agreement prior to review by DAS/EOD, which includes
the following:
(1)
name of the individual(s) who have the power of
attorney to act for and bind all of the JV members;
(2)
mailing address
and street address of the JV;
(3)
Internal Revenue
Service issued tax identification number for the JV;
(4)
proof of bond or
insurance, (if required) that binds the JV members jointly and
severally;
(5)
name of project and contract number, if
known;
(6)
location of contract or project, if
known;
(7)
bid date of contract or project, if
known;
(8)
type of contract or project, if known;
(9)
description of
work to be performed by each member of the JV;
(10)
percentage of
the contract or project to be subcontracted, if any, and actual work being done
by subcontractor(s) or goods and services to be performed or
bought;
(11)
approximate date contract will begin if successful
bidder and approximate completion date;
(12)
type of
equipment to be used or the goods and services to be supplied and/or performed
by each JV member;
(13)
work composition by expertise or trade of each JV
member;
(14)
equipment to be used that is owned or leased by the
Ohio-certified business;
(15)
equipment to be used that is owned or leased by the
other business(es) in the JV;
(16)
name of
business(es) from which JV will lease equipment;
(17)
amount of
contribution provided by each JV member;
(18)
narrative
description of the business relationship of each member of the JV, including
how management, business and operational decision making will occur, the work
composition of each member, the work to be performed by each member, and the
source and use of shared resources and business equipment; and
(19)
any other items
Ohio Department of Administrative Services, Equal Opportunity Division
(DAS/EOD) considers necessary.
(C)
To facilitate
prompt certification, the Joint Venture Agreement may be submitted and approved
prior to the issuance of a state bid or request for proposal. The Coordinator
can delay the activation date of the JV certification until a contract has been
awarded.
(1)
The
JV certification is only for one year.
(2)
If the JV is
awarded a contract based on the approved Joint Venture Agreement and the
contract will exceed one-year duration, the JV must submit its Joint Venture
Agreement to DAS/EOD each year for re-certification.
(3)
If a JV
certification is approved and the JV is not awarded a contract, the Joint
Venture Agreement can be revised and submitted for reapproval to meet a new
contracting opportunity.
(D)
If any material
change occurs that affects the Joint Venture Agreement as originally approved
by the Coordinator, then the JV members will provide DAS/EOD with the
information detailing the material change within thirty business days of the
change for DAS/EOD's review, decision, and approval or disapproval. Failure to
provide the change(s) to the Joint Venture Agreement to DAS/EOD may be cause to
revoke the certification.
Notes
Promulgated Under: 119.03
Statutory Authority: R.C. 123.151, 123.152, 123.154
Rule Amplifies: R.C. 122.71(E), R.C. 123.151, 123.152, 123.154
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