BWC260228_D_B_Addendum_07.11.2025.pdf

ADDENDUM

The following is an Addendum to Data Services Order Form # 1179351, between Dun & Bradstreet, Inc. (hereinafter “D&B”), having an address of 5335 Gate Parkway, Jacksonville, Florida 32256 and the State of Ohio, Bureau of Workers' Compensation, (hereinafter “Bureau”), having offices at 30 W. Spring Street, Columbus, Ohio 43215-2256 for S&MS Data Batch integration for the period April 10, 2025 through April 9, 2026.

WHEREAS, it is expressly understood and agreed that all contracts to which the Bureau is a party must conform to Ohio statutes and rules;

WHEREAS, it is expressly understood and agreed that approval of this Agreement by the Office of Budget and Management and certification of the availability of funds sufficient to meet the obligation to be incurred hereunder, pursuant to Ohio Revised Code Section 126.07, shall be conditions precedent to the creation of any obligation under this contract; and

WHEREAS, it is expressly understood and agreed that the Bureau cannot agree to deposits, cancellation fees, indemnification, out-of-pocket expenses, additional expenses, liquidated damages, arbitration, or other similar payments, penalties, or contingencies because to do so would incur a debt on behalf of the State for which no funds have been appropriated, in derogation of Ohio law and/or in violation of the accounting principles of the Office of Budget & Management;

THEREFORE, the parties mutually agree to the following Terms and Conditions:

AMOUNT AND METHOD OF PAYMENT: The Bureau, in consideration of D&B’s promise to perform in accordance with Data Services Order Form # 1179351, agrees and promises to pay D&B as follows:.

Notwithstanding any provision to the Data Services Order Form, total charges shall not exceed the amount of thirteen thousand eight hundred sixty-seven dollars and ninety-seven cents ($13,867.97), unless additional sums are agreed to in writing.

The Bureau shall use its best efforts to pay D&B within thirty (30) days upon receipt of D&B’s properly submitted invoice. Failure to pay D&B promptly within thirty (30) days entitles D&B only to interest on the amount due and payable at the rate allowed by law in accordance with the provisions of Ohio Revised Code Section 126.30. Failure to promptly pay within thirty (30) days shall not be deemed to constitute default on the part of the Bureau.

TIME OF PERFORMANCE: D&B and the Bureau agree that all services to be performed pursuant to this Agreement shall commence on April 10, 2025, notwithstanding any date to the contrary on any contractual documents, and shall be delivered no later than April 9, 2026, renewable annually. This Agreement shall become effective upon execution by all parties to the Agreement, and on compliance with all conditions precedent. If at any time sufficient funds are not available to continue funding the payments due under this Agreement, the Bureau shall provide written notice to D&B immediately of such circumstance, and this Agreement will terminate on the date the funding ceases to be available.

CONDITIONS PRECEDENT: It is expressly understood and agreed that approval of this Agreement by the Office of Budget and Management and certification of the availability of funds sufficient to meet the obligation to be incurred hereunder, pursuant to Ohio Revised Code Section 126.07, shall be conditions precedent to the creation of any obligation under this contract.

It is further agreed that the approval for expenditure of funds pursuant to this Agreement shall be obtained from the Ohio State Controlling Board, in the event the aggregate sum of this Agreement in conjunction with all monies disbursed and/or encumbered in this fiscal year pursuant to non-competitively bid contracts equals or exceeds $50,000.00, and is an express condition precedent to the creation of any obligation pursuant to this Agreement.

None of the duties or obligations in this Agreement are binding on the State, and D&B will not begin performance on this Agreement, until such conditions are satisfied and the Bureau issues an official State of Ohio Purchase Order (P.O.) and the P.O. is received by D&B.

State appropriations expire on June 30 of every odd-numbered year. The Bureau's duty to make payments also expires on June 30 of every odd-numbered year. Continuation thereafter is conditioned upon Renewal to continue the contract into the next biennium budget period. All payment obligations of this Agreement are subject to appropriation and, unless renewed, terminate at the end of the State of Ohio biennium budget period, to wit: the 30th day of June of each odd-numbered year.

APPLICABLE STATE LAW: The terms and conditions contained herein shall be construed and interpreted in accordance with the laws of the State of Ohio. Any dispute arising from this Agreement shall be governed by the laws of the State of Ohio. Any terms or conditions in the Agreement that are prohibited in contracts entered into by the State for the procurement of goods or services pursuant to O.R.C. 9.27 are void ab initio and unenforceable.

COURT OF CLAIMS JURISDICTION: The parties mutually agree to submit exclusively and irrevocably to the jurisdiction of Ohio Court of Claims in any dispute arising from this Agreement.

DAMAGE CLAIMS: Any damage claims are subject to the provisions of Ohio Revised Code Chapter 2743.

The state does not agree to cancellation fees, attorney fees, prejudgment interest, or other collection costs and any contrary provisions are void.

OHIO ELECTIONS LAW: D&B hereby certifies that no applicable party listed in Divisions (I), (J), (Y) and

(Z) of O.R.C. Section 3517.13 has made contributions in excess of the limitations specified under Divisions (I), (J), (Y) and (Z) of O.R.C. Section 3517.13.

HOLD HARMLESS AND INDEMNIFICATION: Supplier shall hold the Bureau harmless and indemnify the Bureau from and against any claims, demands, losses, and causes of action asserted against or incurred by the Bureau with regard to personal injury or property damage which result from or arise out of the negligent conduct or intentional acts of Supplier, its agents, employees and subcontractors. This obligation shall be contingent on Supplier (a) receiving prompt written notice of any claim to which indemnification applies; (b) having the sole right to control the Supplier’s defense and settlement of any claim against the Supplier; and (c) receiving the Bureau’s cooperation (at Supplier’s request and expense) in such defense and settlement.

CONFLICTS OF INTEREST AND ETHICS COMPLIANCE CERTIFICATION: D&B affirms that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict, in any manner or degree, with the performance of services which are required to be performed under any resulting Contract.

In addition, D&B affirms that a person who is or may become an agent of D&B, not having such interest upon execution of this Contract shall likewise advise the Bureau in the event it acquires such interest during the course of this Contract.

D&B agrees to adhere to all ethics laws contained in Chapters 102 and 2921 of the Ohio Revised Code governing ethical behavior, understands that such provisions apply to persons doing or seeking to do business with the Bureau, and agrees to act in accordance with the requirements of such provisions; and warrants that it has not paid and will not pay, has not given and will not give, any remuneration or thing of value directly or indirectly to the Bureau or any of its board members, officers, employees, or agents, or any third party in any of the engagements of this Agreement or otherwise, including, but not limited to a finder’s fee, cash solicitation fee, or a fee for consulting, lobbying or otherwise.

NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY: D&B will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Ohio Revised Code Section 125.111 and all related Executive Orders.

Before a contract can be awarded or renewed, for any amount of $5,000.00 or more, an Affirmative Action Program Verification Form must be submitted to the Ohio Department of Development to comply with the Ohio affirmative action requirements. More information regarding the Affirmative Action Verification Form requirement for goods and services contracts can be found at the following web site:

https://development.ohio.gov/business/construction-compliance#AffirmativeActionProgramVerificationGoodsandServices

The State of Ohio encourages D&B to purchase goods and services from Minority Business Enterprise (MBE) and Encouraging Diversity, Growth and Equity (EDGE) vendors.

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 remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services D&B performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided to the State in the 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 D&B for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

D&B must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming D&B understands and will meet the requirements of the above prohibition. During the performance of this Contract, if D&B changes the location(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

BOYCOTTING: Pursuant to Ohio Revised Code 9.76(B) D&B warrants that D&B 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.

ELECTRONIC SIGNATURES, COUNTERPARTS, AND FACSIMILES. An electronic signature shall have the same force and effect as an original signature, this document may be signed in counterparts, and electronic or facsimile copies shall have the same force and effect as an original.

ORDER OF PRIORITIES: The parties mutually agree that if any terms of Data Services Order Form # 1179351 or any prior Amendment or Addendum are in conflict and cannot be reconciled with any provisions of this Addendum, the provisions of this Addendum shall control.

DUN & BRADSTREET, INC. STATE OF OHIO, BUREAU OF

WORKERS' COMPENSATION

Signature Signature

Name Name

Title Title

Date Date

BWC260228 D&B Addendum 07.11.2025

Finance https://development.ohio.gov/business/construction-compliance#AffirmativeActionProgramVerificationGoodsandServices https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf