Negotiated_and_Agreed_Upon_Terms_10.07.24.pdf

Negotiated and Agreed Upon Terms 10/7/24

The following have been mutually agreed upon by the State of Ohio (The State) and The Ohio State University (The Contractor)

1. Attachment Four General Terms and Conditions – the State and the Contractor agree to following:

a. All hold harmless and indemnity language must be removed. Agreeable responsibility language can be used as a replacement: “Each party to this Agreement agrees that it will be responsible for its own acts and omissions and the results thereof; and, shall not be responsible for the acts and omissions of the other party and the results thereof. Each party agrees that it will assume all risk and liability to itself, its agents, or its employees for any injury to persons or property resulting in any manner from conduct of its own operations and the operations of its agents or employees under this Agreement.”

2. Attachment Four General Terms and Conditions, Part Two: Work and Contract

Administration, Section H. Insurance – the State and the Contractor agree to the following:

a. Delete the following paragraph:

Pursuant to Ohio Revised Code 2743.02(D), all applicable insurance or other means of recovery shall apply to any claim arising from the Contractor’s activities relating to this Contract on a primary basis. The insurance or self-insurance maintained by the State shall not contribute to claims made due to the Contractor’s negligence, errors, or omissions. No subrogation demands shall be made against the State of Ohio, except where there is negligence on the part of the State, and any such demands shall be reduced by all collateral recovery sources available to or received by the claimant.

And replace with the following:

Regarding insurance, each party to this Agreement agrees that it will be responsible for its own acts and omissions and the results thereof; and, shall not be responsible for the acts and omissions of the other party and the results thereof. Each party agrees that it will assume all risk and liability to itself, its agents, or its employees for any injury to persons or property resulting in any manner from conduct of its own operations and the operations of its agents or employees under this Agreement

b. Delete the Subcontractors paragraph in its entirety and replace it with the following:

Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance with sufficient limits for the nature of the products or services they are providing and Contractor shall ensure that State of Ohio is an additional insured on commercial general liability insurance required from subcontractors

3. Attachment Four General Terms and Conditions, Part Two: Work and Contract Administration, Section I. Replacement Personnel – the State and the Contractor agree to strike the last paragraph of this section.

4. Attachment Four General Terms and Conditions, Part Four: Representations, Warranties, and Liabilities, Section A. General Representations and Warranties – the State and the Contractor agree to the following.

a. Delete the following paragraph:

The Contractor must notify the State in writing immediately upon the discovery of any breach of the warranties given above, or if any work of the Contractor or any Deliverable fails to comply with these warranties, and the Contractor is so notified in writing, the Contractor will correct such failure in a commercially reasonable time or as specified in the Contract. If the Contractor fails to comply, the Contractor will refund the amount paid for the Deliverable. The Contractor will also indemnify the State for any direct damages and claims by third parties based on breach of these warranties.

And replace with the following:

The Contractor must notify the State in writing immediately upon the discovery of any breach of the warranties given above, or if any work of the Contractor or any Deliverable fails to comply with these warranties, and the Contractor is so notified in writing, the Contractor will correct such failure in a commercially reasonable time or as specified in the Contract. If the Contractor fails to comply, the Contractor will refund the amount paid for the Deliverable. The Contractor agrees that it will be responsible for its own acts and omissions and the results thereof for any direct damages and claims by third parties based on breach of these warranties.

5. Attachment Four General Terms and Conditions, Part Four: Representations, Warranties, and Liabilities, Section A. General Representations and Warranties – the State and the Contractor agree to delete the Indemnity section in its entirety and replace it with the following:

Each party to this Agreement agrees that it will be responsible for its own acts and omissions and the results thereof; and, shall not be responsible for the acts and omissions of the other party and the results thereof. Each party agrees that it will assume all risk and liability to itself, its agents, or its employees for any injury to persons or property resulting in any manner from conduct of its own operations and the operations of its agents or employees under this Agreement.