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for any taxes under this.Agreemeni: The.laws of the stafe of Ohio shali govem this agreement and any claims arising in any way out of this Agreement. Any provision of this Agreemerit prohibited by: the 1aw.bf Ohio shall be deemed void and of no effect, including, without limitation, Revised Cbde Section 149.43. Any litigation. arising out of or relating in any way to this Agreement or the perfoITriance fiereunder shal( be brought only in the courts of Ohio, and GRANTEE hereby irrevocably consents to such jurisdiction. 18. Independerit Contractor and Ohio Retirement 5ystem Retirartt. The Grantee in this - Agreement is. an independent.contractor as defined by the Internat Revenue Code. If the GRANTEE is a PERS Retirant, as defined by R.C. § 145,38, GRANTEE shall notify the Department of such status in writing prior to the commencement of Work. Notices pursuant to this Paragraph IV shall be sent to the Department's Director of Human Resources by mail at.2045 Morse Rd., Building D-2, Colum6us, Ohio 43229, by fiax at 694-285-7995, or by email at hr@dnr.state.oh.us. The Departmerrt shall not be . responsible for any changes to GRANTEE's retirement benefits #hat may result from entering into this Agreement nor will the State make any contributions to the public employees' retirement system on behalf of any of the individuals employed by the GIZANTEE; or its.sub-GRANTEEs or other agents. GRANTEE acknowledges and agrees any individual providing personal services under this Agreement.is not:a public employee for purposes of R.C. .Chapter 145, 'The GRANTEE csrtifies fhat it is a business entity with five or more ernployees as deflned at R.C. § 945.037 (A) for the purposes of the application of R.C. Chapter 146, -or that GRANTEE has completed the necessary forms and returned it to the Department if GRANTEE is a business entity with no more than four' (4) employees. 99. Executive Order Requirements. The GRANTEE affirms to have read and understands Executive Order 2011-12K issued by Ohio Govemor John Kasich and signed and completed the Standard Affirmation and Disclosure Form (Exhibit A) and shaU abide by those requirements in the pertormance of this Agreement and perform no services required under this Agteement outside af the United States. The Executive Order is provided as an attachment (Exhibit B) and a{so is available at the following website: (http:!/www.governor.ohio.gov/Portals/0lpdf/executiveOrders/EO%202011- 12K.pdfl. . The GRANTEE also affirms, understands, and agrees to immediately notify fhe State of any change or shift in the location(s) of services perFormed by the GRANtEE or its subcontractors under this Agreement, and no services shall be changed or shifted to a lacation(s) tfiat are outside of the United States, If GRAN7EE ar any of its subcantractors perForm services under this Agreement outside of the United States, the performance of such services shall be treated as a materia! . _ breach of the Agreement. The State is not obligated to pay and shal( nqt pay for such services. If GRANTEE or any of its subcontcactors pertorm any such services, GRANTEE shall immediately return tn the State all funds paid for those services. The State may also recover from the GRAN7EE alt costs associated with any corrective action the State may undertake, including but not limited ta an audit or a risk analysis, as a result of the GRANTEE pertarming services outside the United States. The State may, at any time after the breach, terminate the Agreement, upon written notice to the GRANTEE. The State may recover all accounting, admin+strative, legal.and other expenses reasonably necessary for the preparation of the termination of the Agreement and costs associated with the acquisition of substitute services from a third parfy. If the State determines that actual and direct damages are uncertain or difficult to