REQUEST FOR PROPOSALS RFP NUMBER: 0A1031 DATE ISSUED

In making any reimbursable expenditure, the Contractor always must comply with the more restrictive of
its own, then current internal policies for making such expenditures or the State's then current policies.
All reimbursable travel will require the advance written approval of the State's Work Representative. The
Contractor must bill all reimbursable expenses monthly, and the State will reimburse the Contractor for
them within 30 business days of receiving the Contractor's invoice.
Right of Offset. The State may set off the amount of any Ohio tax liability or other obligation of the
Contractor or its subsidiaries to the State, including any amounts the Contractor owes to the State under
this or other contracts, against any payments due from the State to the Contractor under this or any other
contracts with the State.
Certification of Funds. None of the rights, duties, or obligations in this Contract will be binding on the
State, and the Contractor will not begin its performance, until all the following conditions have been met:
(a) All statutory provisions under the Revised Code, including Section 126.07, have been met;
(b) All necessary funds are made available by the appropriate State entities;
(c) If required, the Controlling Board of Ohio approves this Contract; and
(d) If the State is relying on federal or third-party funds for this Contract, the State gives the
Contractor written notice that such funds are available.
Employment Taxes. All people furnished by the Contractor (the “Contractor Personnel”) are employees
or subcontractors of the Contractor, and none are or will be deemed employees or contractors of the
State. No Contractor Personnel will be entitled to participate in, claim benefits under, or become an
“eligible employee” for purposes of any employee benefit plan of the State by reason of any work done
under this Contract. The Contractor will pay all federal, state, local, and other applicable payroll taxes and
make the required contributions, withholdings, and deductions imposed or assessed under any provision
of any law and measured by wages, salaries, or other remuneration paid by or which may be due from
the Contractor to the Contractor Personnel. The Contractor will indemnify, defend (with the consent and
approval of the Ohio Attorney General), and hold the State harmless from and against all claims, losses,
liability, demands, fines, and expense (including court costs, defense costs, and redeemable attorney
fees) arising out of or relating to such taxes, withholdings, deductions, and contributions with respect to
the Contractor Personnel. The Contractor’s indemnity and defense obligations also apply to any claim or
assertion of tax liability made by or on behalf of any Contractor Personnel or governmental agency on the
basis that any Contractor Personnel are employees or contractors of the State, that the State is the “joint
employer” or “co-employer” of any Contractor Personnel, or that any Contractor Personnel are entitled to
any employee benefit offered only to eligible regular fulltime or regular part-time employees of the State.
Sales, Use, Excise, and Property Taxes. The State is exempt from any sales, use, excise, and
property tax. To the extent sales, use, excise, or any similar tax is imposed on the Contractor in
connection with the Work, such will be the sole and exclusive responsibility of the Contractor. And the
Contractor will pay such taxes, together with any interest and penalties not disputed with the appropriate
taxing authority, whether they are imposed at the time the services are rendered or a later time.
PART TWO: WORK AND CONTRACT ADMINISTRATION
Related Contracts. The Contractor warrants that the Contractor has not and will not enter into any
contracts without written approval of the State to perform substantially identical services for the State,
such that the Work under this Contract duplicates the work done or to be done under the other State
contracts.
Other Contractors. The State may hold other contracts for additional or related work, including among
others independent verification and validation (IV&V) efforts for the Work. The Contractor must fully
cooperate with all other contractors and State employees and coordinate its Work with such other
contractors and State employees as may be required for the smooth and efficient operation of all related
or additional work. The Contractor may not act in any way that may unreasonably interfere with the work
of any other contractors or the State’s employees. Further, the Contract must fully cooperate with any
IV&V contractor assigned to the Work. Such cooperation includes expeditiously providing the IV&V
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