STATE OF OHIO
STANDARD TERMS AND CONDITIONS
I. GLOSSARY
The following definitions are applicable to all components of the Contract:
A. Acceptance: Approval and retention by the Ordering Agency of any Deliverables, delivered to fulfill
Contract requirements.
B. Contract: The contract to which these Standard Terms and Conditions are attached and/or
incorporated.
C. Contract Data: State Data that the Contractor has access to, transmits, processes, possesses,
creates or stores in providing services to the State.
D. Contracting Agency: The agency with which the Contractor enters into the Contract and that has
the authority to enforce the Terms and Conditions of this Contract. The Contracting Agency may
also be the Ordering Agency.
E. Contractor: The person or entity with whom the State has entered into the Contract, including
subcontractors or other personnel under the authority or control of the Contractor performing or
providing the Deliverables under this Contract.
F. Default: The omission or failure to perform any obligation under this Contract.
G. Deliverable: Any Contractor-provided products, supplies, services, work or product described in
the specifications of the Contract.
H. Ordering Agency: The entity that purchases and accepts the Deliverables under this Contract and
that is responsible for payment. The Ordering Agency may also be the Contracting Agency.
I. State: The State of Ohio, which may include the Contracting and/or Ordering Agency as applicable.
J. State Data: All data and information provided by, created by, created for, or related to the activities
of the State and any information from, to, or related to all persons that conduct business or personal
activities with the State, including, but not limited to, Confidential Data (defined in Exhibit A). All
State Data is and will remain the property of the State and, unless specifically provided otherwise
in the Contract, Contractor acquires no right, title, or interest in or to State Data.
K. Time and Materials Contract: A contract in which Contractor is paid the following: (1) an hourly
rate for labor actually performed; and (2) if applicable and with prior approval by the Ordering
Agency, the cost of the materials or supplies actually used by the Contractor. Such rates and costs
will be established through Contractor’s submission of a price sheet, written quote, estimate, or
invoice, as approved by the State. Hourly rates may include wages, overhead, general and
administrative expenses, and reasonable profit. Materials or supplies may include the Contractor’s
direct and indirect costs attributable to the work performed.
II. REGULATORY CONTRACT REQUIREMENTS
A. ANTITRUST. The State and the Contractor recognize that, in actual economic practice,
overcharges resulting from antitrust violations are usually borne by the State. Pursuant to Section
109.81 of the Ohio Revised Code, the Contractor therefore assigns to the State all state and federal
antitrust claims and causes of action that the Contractor has or acquires relating to the goods and
services acquired under this Contract.
Rev. 033125
Page 1
STATE OF OHIO
STANDARD TERMS AND CONDITIONS
B. APPROPRIATION OF FUNDS. The State’s funds are contingent upon the availability of lawful
appropriations. If the General Assembly or any third party who is providing funding fails at any time
to continue funding for the payments or any other obligations due by the State under this Contract,
the State will be released from its obligations on the date funding expires. If appropriations are
approved, the State may continue this Contract past the current biennium by issuing written notice
of continuation to the Contractor. Any obligations of the State are subject to Section 126.07 of the
Ohio Revised Code.
C. CAMPAIGN CONTRIBUTIONS. Unless this Contract was solicited by competitive bid pursuant to
Section 125.07 of the Ohio Revised Code, Contractor hereby certifies that all applicable parties are
in full compliance with Section 3517.13 of the Ohio Revised Code.
D. COMPLIANCE WITH LAW. The Contractor must comply throughout the duration of the Contract
with all applicable federal, state, and local laws and Executive Orders while performing under this
Contract.
E. CONFLICT OF INTEREST/ETHICS. Contractor represents, warrants and certifies that it and its
employees engaged in the administration or performance of this Contract are knowledgeable of
and understand the Ohio Ethics and Conflict of Interest laws including but not limited to Chapter
102 and Sections 2921.42 and 2921.43 of the Ohio Revised Code. Contractor further represents,
warrants, and certifies that neither Contractor nor any of its employees will do any act that is
inconsistent with such laws or otherwise presents a conflict of interest.
F. CONTRACTOR’S WARRANTY AGAINST AN UNRESOLVED FINDING FOR RECOVERY.
Throughout the Contract term, the Contractor warrants that the Contractor is not subject to an
unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised Code. If the warranty
is false on the date the parties signed this Contract, the Contract is void ab initio, and the Contractor
must immediately repay any funds paid under this Contract.
G. DEBARMENT. Throughout the Contract term, the Contractor represents and warrants that neither
it, nor any of its subcontractors, are debarred from consideration for contract awards by any
governmental agency. If this representation and warranty is found to be false on the date the parties
signed this Contract, this Contract is void ab initio, and the Contractor must immediately repay any
funds paid under this Contract.
H. DRUG FREE WORKPLACE. The Contractor agrees to comply with all applicable state and federal
laws regarding drug-free workplace and must make a good faith effort to ensure that all Contractor
employees, while working on State property or performing work on behalf of the State, will not
purchase, transfer, use, be under the influence of, or possess illegal drugs, non-medical cannabis
(recreational marijuana), or alcohol, or abuse prescription drugs or medical marijuana in any way.
I. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE SERVICES. No
State Cabinet Agency, Board or Commission will enter into any contract to purchase services
provided outside of the United States or that allows State Data to be sent, taken, accessed, tested,
maintained, backed up, stored, or made available outside of the United States, unless the
Contracting Agency obtains a duly signed waiver from the State. Notwithstanding any other terms
of this Contract, the State reserves the right to recover any funds paid for services the Contractor
performs or for data located outside of the United States for which a waiver was not received. The
State does not waive any other rights and remedies provided to the State in this Contract.
Further, no State agency, board, commission, State educational institution, or pension fund will
make any purchase from or investment in any Russian institution or company. Notwithstanding
any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor
for purchases or investments in a Russian institution or company in violation of this paragraph.
Rev. 033125
Page 2
STATE OF OHIO
STANDARD TERMS AND CONDITIONS
The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form
affirming the Contractor understands and will meet the requirements of the above prohibition.
During the performance of this Contract, if the Contractor changes the location(s) disclosed on the
Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and
Disclosure Form to the Contracting Agency reflecting such changes. The applicable provisions of
this section will expire if the applicable Executive Order is no longer effective.
J. GOVERNING LAW. This Contract is governed by the laws of the State of Ohio, and the venue for
any disputes will be exclusively with the appropriate court in Franklin County, Ohio.
K. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. It is fully understood and agreed that
Contractor is an independent contractor and is not an agent, servant, or employee of the State.
Contractor declares that it is engaged as an independent business and has complied with all
applicable federal, state, and local laws regarding business permits and licenses of any kind,
including, but not limited to, any insurance coverage, workers’ compensation, or unemployment
compensation that is required in the normal course of business and will assume all responsibility
for any federal, state, municipal or other tax liabilities. Additionally, Contractor understands that as
an independent contractor, it is not a public employee and is not entitled to contributions from the
State to any public employee retirement system.
Contractor acknowledges and agrees that any individual providing personal services under this
Contract is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless
Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised
Code (“an entity with five or more employees that is a corporation, association, firm, limited liability
company, partnership, sole proprietorship, or other entity engaged in business”), Contractor must
have any individual performing services under the Contract complete and submit to the Ordering
Agency the Independent Contractor/Worker Acknowledgement form.
Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement
form at the time Contractor executes this Contract will serve as Contractor’s certification that
Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised
Code.
L. REGISTRATION WITH THE SECRETARY OF STATE. Contractor certifies that it is one of the
following:
1. A domestic corporation that is properly registered with the Ohio Secretary of State; or
2. A foreign corporation, not incorporated under the laws of the State of Ohio, but is registered
with the Ohio Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised
Code, as applicable; or
3. Exempt from the registration requirements of the Ohio Secretary of State.
M. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, the State is exempt from sales
tax. Pursuant to Section 5741.02(C) of the Ohio Revised Code, the State is exempt from use tax.
N. TRADE. Pursuant to Section 9.76(B) of the Ohio Revised Code, Contractor warrants that
Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade,
including Israel, and will not do so during the Contract period.
The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the
United States or transact business with any entity or individual subject to financial sanctions
imposed by the United States. The Contractor certifies that it, its subcontractors, and any agent of
the Contractor or its subcontractors, will acquire any supplies or services in accordance with all
trade control laws, regulations or orders of the United States, including the prohibited source
Rev. 033125
Page 3
STATE OF OHIO
STANDARD TERMS AND CONDITIONS
regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and
any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Assets Control. A list of those entities and individuals subject to sanctions can be found at
https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-
blocked-persons-list-sdn-human-readable-lists. These sanctions generally preclude most
transactions involving Cuba, Iran, and Sudan, and most imports from Burma or North Korea.
O. USE OF MBE AND EDGE VENDORS. Section 125.081 of the Ohio Revised Code requires State
agencies to set-aside purchases for Minority Business Enterprises (MBE) and Executive Order
2008-13S encourages use of Encouraging Diversity, Growth and Equity (EDGE) businesses.
Therefore, the State encourages the Contractor to purchase goods and services from Ohio certified
MBE and EDGE vendors.
P. LEGAL REPRESENTATION AND RIGHTS. The Ohio Attorney General is the chief law officer for
the State of Ohio, its agencies, boards and commissions, and only the Ohio Attorney General has
the authority to appoint outside legal counsel to represent the State. Contractor agrees that any
provisions in this Contract or any documents incorporated by reference that provide or allow for
outside legal representation to defend or settle claims on behalf of the State or provide for a third
party to have sole control of a defense or settlement of a claim do not meet the requirements of
state law and are considered stricken. Contractor also agrees that, unless specifically agreed to in
writing by the State, any provisions that require or provide for a waiver of any legal rights, remedies,
or litigation defenses (i.e., waiver of a jury trial) do not meet the requirements of state law and are
considered stricken.
Q. STATUTE OF LIMITATIONS. Statutes of limitations generally do not apply to actions brought by
the State and any such provisions in this Contract or in any documents incorporated by reference
are considered stricken.
R. ACCESSIBILITY REQUIREMENTS. If applicable, the Contractor warrants it will comply with
federal and state disabilities laws and regulations and also warrants that the Deliverables provided
under this Contract conform to the applicable accessibility requirements of WCAG 2.1 Level AA or
the most current version (the “Accessibility Standards”), Section 508 of the Rehabilitation Act of
1973, and the Americans with Disabilities Act. The Contractor must promptly respond to and
resolve any complaint regarding accessibility of its products and services. If at any time, the
Deliverables provided under this Contract do not fully conform to the Accessibility Standards, the
Contractor must immediately notify the State in writing of the nonconformance and provide to the
State a plan to achieve conformance to the Accessibility Standards, including an intended timeline
for conformance. The Contractor further agrees to indemnify and hold harmless the State from any
claims or damages arising out of Contractor’s failure to comply with the requirements of this section.
Failure to comply with these requirements will constitute a material breach of this Contract for which
the State may terminate this Contract.
III. CONTRACT CONSTRUCTION
A. TERM OF CONTRACT. The effective date of the Contract is the effective date stated in the Contract
or the date the Contract is fully executed, whichever is later. The Contract will remain in effect until
the ending date stated in the Contract unless earlier terminated pursuant to the terms of the
Contract. Notwithstanding the foregoing, the expiration or early termination of this Contract will not
limit the Contractor’s continuing obligations with respect to Deliverables that the State paid for or
ordered before the expiration or termination, or limit the State’s rights in such, including any
warranty services, licensed material, paid subscriptions, the support or maintenance thereof, or
other services.
If not otherwise set forth in the Contract, the State may solely renew this Contract at its discretion
for a period of one month. This Contract may be further renewed at the discretion of the State. The
Rev. 033125
Page 4
STATE OF OHIO
STANDARD TERMS AND CONDITIONS
State will issue a notice to the Contractor if the State decides to renew this Contract and the
Contractor may decline such renewal if it so desires. The Contractor must not obligate resources
in anticipation of a renewal until notice is provided.
B. CONTRACT AMENDMENTS / WAIVER.
1. Amendments. No change to any provision of this Contract will be effective unless it is in
writing and signed by the parties to the Contract. Unless specifically provided otherwise in this
Contract or agreed to in writing by the Contracting or Ordering Agency, no terms or conditions
included on a Contractor’s quote or ordering document will be valid or enforceable against the
State and are specifically excluded from this Contract. Further, no “click-through,” “shrink-
wrap,” “browse-wrap,” or other terms that have not been specifically negotiated by the
Contractor and the State, whether before, on, or after the date of this Contract, will be effective
to add or modify the terms of this Contract, regardless of any party’s “acceptance” of those
terms by electronic means.
2. Waiver. The failure of either party at any time to demand strict performance by the other party
of any of the terms of this Contract will not be a waiver of those terms or to any other terms of
this Contract. Waivers must be in writing to be effective, and either party may at any later time
demand strict performance.
C. ASSIGNMENT / DELEGATION. The Contractor must not assign any of its rights nor delegate any
of its duties under this Contract without written consent of the State. Any assignment or delegation
not consented to may be deemed void by the State.
D. BINDING EFFECT. Subject to the limitations on assignment provided elsewhere in this Contract,
this Contract will be binding upon and inure to the benefit of the respective successors and assigns
of the State and the Contractor.
E. LANGUAGE CONSTRUCTION. This Contract will be construed in accordance with the plain
meaning of its language and neither for nor against the drafting party.
F. DAYS AND TIMES. When this Contract refers to days, it means calendar days, unless it expressly
provides otherwise. When this Contract refers to times, it means Columbus, Ohio local time.
G. HEADINGS. The headings in this Contract are for convenience only and will not affect the
interpretation of any of the Contract terms and conditions.
H. INJUNCTIVE RELIEF. Nothing in this Contract is intended to limit the State’s right to injunctive
relief if such is necessary to protect its interests or to keep it whole.
I. NOTICES. For any notice under this Contract to be effective, the notice must be made in writing
and delivered to the appropriate contact provided in the Contract.
J. ORDER OF PRIORITY. If there is any inconsistency or conflict between these Standard Terms and
Conditions and any provision incorporated by reference or included by the Contractor, these
Standard Terms and Conditions will prevail.
K. PUBLICITY. The Contractor must not do the following without prior, written consent from the State:
1. Advertise that the Contractor is doing business with the State;
2. Use this Contract as a marketing or sales tool; or
Rev. 033125
Page 5
This is the opportunity summary page. It provides an overview of this opportunity and a preview of the attached documentation.