RKL_Real_Estate_LLC_Agreement_Fully_Executed.pdf

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AGREEMENT BY AND BETWEEN

THE OHIO DEPARTMENT OF VETERANS SERVICES

& RKL REAL ESTATE LLC

THIS AGREEMENT is entered into by and between the State of Ohio, Department of Veterans Services, located at 77 South High Street, 7th Floor, Columbus, Ohio 43215 (“Department”), on behalf of Ohio Veterans Home Georgetown, and RKL Real Estate LLC, located at 5726 Pearton Ct, Cincinnati, Ohio 45224 (the “Contractor”). It refers to the Department and Contractor individually as “Party” and collectively as “Parties.” It is effective as of the date of the final signature below (“Effective Date”).

WHEREAS, the Department seeks exterior window cleaning at the Ohio Veterans Home Georgetown facility as more thoroughly described in Attachment A – Quote.

NOW, THEREFORE, in consideration of the mutual promises and obligations contained in this Agreement, the sufficiency and receipt of which the Parties hereby acknowledge, the Parties enter into a legally-binding contract as follows:

1. Complete Agreement. This Agreement describes the entire contractual relationship between the Parties as it applies to the purchase by the Department of the Services. This Agreement includes of the following attachments(s), which is/are hereby integrated into and made a part of this Agreement: Attachment A, Quote. There are no other agreements, conditions, promises, understandings, or terms outside of what is described in this Paragraph.

2. Description of Services. The Services consist of exterior window cleaning for the Georgetown Ohio Veterans Home.

3. Payment Amount under the Agreement. In exchange for the Services, the Department shall pay Contractor $4,875.00, subject to Paragraph 4.b below.

4. Ohio Terms and Conditions. Ohio Law, including, but not limited to, Ohio Revised Code (“R.C.”) 9.27 and the following terms and conditions (collectively “Ohio Terms”) govern this Agreement. Where anything in any Attachment hereto contradicts the Ohio Terms, the Ohio Terms govern. The Parties specifically agree that the Ohio Terms expressed in this Agreement control. Any provision in any Attachment that conflicts with the Ohio Terms are null and void and are to be treated as if they do not exist.

a. Governing Law, Jurisdiction, and Legal Action. This Agreement shall be exclusively governed by and construed and interpreted in accordance with the laws of the State of Ohio. To the extent that the Department is made a party to any litigation arising out of or relating to this Agreement, per R.C. 2743.02(A), all such actions must be brought and maintained only in the Ohio Court of Claims in Franklin County. The Department does not agree to any form of binding arbitration or other extra-judicial dispute resolution process as a result of this Agreement.

b. Payments, Invoices and Interest.

(1) The Department will pay Contractor for the delivery of the Services within thirty (30) calendar days of the

Department’s receipt of a proper invoice by the Department Accounting Office. See Ohio Admin. Code 126-3- 01(A)(5) for the definition of “receipt of a proper invoice.” Contractor shall direct its invoices to Department Accounting at Invoices@dvs.ohio.gov. If any Attachment hereto is an invoice, it may be a proper invoice.

(2) The date of the warrant issued in payment by Department Accounting shall be considered the date payment is made.

R.C. Section 126.30 may be applicable to this Agreement and, if so, requires payment of interest on overdue payments for proper invoices. The interest charge shall be at a rate per calendar month which equals one-twelfth of the rate per annum described by R.C. § 5703.47.

c. Independent Contractor. Contractor shall perform the Services as an independent contractor to the Department. As a result of this Agreement, neither Contractor nor its agents, representatives, servants, subcontractors, owners, operators, or employees shall at any time, or for any purpose, be employees of the Department or the State of Ohio. The management of Contractor’s performance hereunder, including all control and direction over the manner and means of the performance, shall remain exclusively with Contractor. Contractor shall be responsible for all of its business expenses, including but not limited to its employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions to Workers’ Compensation and Unemployment Compensation coverage, if any.

d. Taxes. The Department is exempt from federal excise taxes and all state and local taxes. The Department does not agree to pay any taxes on commodities, goods, or services acquired from Contractor. The Department is not required to produce a certificate or permit of exemption.

mailto:Invoices@dvs.ohio.gov

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e. Indemnification, Holding Harmless, and Attorney’s Fees. The Department does not and shall not indemnify, hold harmless, or pay attorney’s fees to Contractor as a result of this Agreement.

f. Liability.

(1) Contractor agrees to defend, indemnify, and hold the Department and the State of Ohio harmless and immune from any and all claims for injury or damages arising from this Agreement which are attributable to Contractor’s negligent or purposeful actions or omissions or those of its trustees, officers, owners, partners, employees, subcontractors, assigns, successors, suppliers, third parties utilized by Contractor, joint venturers, or other persons or entities serving in any similar capacity while acting under this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime, or employment matters and any claims involving patents, copyrights, and trademarks.

(2) The requirement that Contractor defend a lawsuit where the Department has been named as a party is subject to R.C.

Section 109.02.

(3) In no event shall either Party be liable to the other for lost profits or indirect, consequential, incidental, special, or punitive damages. Any provision limiting Contractor liability in conflict with R.C. 9.27 is void.

g. Information and Records. This Agreement is subject to R.C. Section 149.43. Should Contractor receive a request from a non-Party for information or data related to this Agreement or the performance hereunder (including subpoenas), Contractor will immediately notify the Department of the request and coordinate a response subject to the Department’s approval. This Paragraph shall survive the termination of this Agreement.

h. Term. The Department may not enter into any contract that creates financial obligations for the Department beyond the current biennium. As a result, this Agreement shall not be automatically renewed. It shall also terminate at 5:00 PM Ohio time on June 30, 2026 if it has not already terminated.

i. Certification of Funds. In accordance with R.C. Section 126.07, this Agreement is not valid or enforceable until the Director of the Ohio Office of Budget & Management certifies that there is a balance in the applicable appropriation not already obligated to pay existing obligations in an amount at least equal to any payments the Department agrees to pay under the Agreement.

j. Non-appropriation. Performance by Department under this Agreement is contingent on the availability of lawful appropriation of funds by the Ohio General Assembly. If the Ohio General Assembly fails at any time to continue funding for any payments due under this Agreement, the Agreement will terminate as of the date that the funding expires without further obligation of Department.

k. Insurance. The State of Ohio is self-insured.

l. Ohio Election Law. Contractor affirms that it is compliant with R.C. Section 3517.13.

m. Ohio Ethics Law. Contractor affirms that it is currently in compliance and will continue to adhere to the requirements of Ohio Ethics law as provided by R.C. Sections 102.03 and 102.04.

n. Contributions to OPERS. In accordance with R.C. Section 145.038, Contractor acknowledges that it is an independent contractor and not a public employee or entity. Further, Contractor acknowledges that the Department will not and is not obligated to contribute to the Ohio Public Employees Retirement System (OPERS) on behalf of the Contractor.

o. Drug-Free Workplace. Contractor will make a good faith effort to ensure that all of Contractor’s agents, employees, representatives, and sub-contractors while working on State property, will not have or be under the influence of medical marijuana, illegal drugs, or alcohol or abuse prescription drugs in any way.

p. Equal Employment Opportunity. Contractor agrees that it is in compliance with the requirements of R.C. Section 125.111 and that it will comply with all State and Federal laws regarding equal employment opportunity and fair labor and employment practices.

q. Workers’ Compensation. Contractor shall provide its own workers’ compensation coverage throughout the term of this Agreement. The Department is hereby released from any and all liability for injury received by the Contractor and/or its agents, employees, representatives, and sub-contractors due to the performance of this Agreement.

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r. Prohibiting the Expenditure of Public Funds on Offshore Services. Contractor has read, understands, and agrees to abide by Executive Order 2019-12D, “Governing the Expenditure of Public Funds for Offshore Services.” If at any point during the term of this Agreement the Department learns that Contractor is performing any services required by this Agreement offshore, the Agreement is immediately terminated pending written notification to Contractor.

Contractor shall not make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Agreement, 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.

s. Prohibiting Boycotting. Contractor has read and understands R.C Section 9.76. It hereby affirms that it is not boycotting any jurisdiction with which the State of Ohio has open trade, including Israel, and will not do so during the period that the Agreement is in operation.

t. State Audit Findings. Contractor affirmatively represents to the Department that it is not subject to a finding for recovery under R.C. Section 9.24, or that it has taken the appropriate remedial steps required under R.C. Section 9.24, or that it otherwise qualifies under that R.C. Section. Contractor agrees that if the Department determines that this representation is false, this Agreement shall be void ab initio and Contractor shall immediately repay to the Department any monies the Department paid to it under the Agreement.

u. Suspension and Termination. The Department may suspend or terminate this Agreement at its discretion for any reason by giving Contractor written notice. If the Department suspends this Agreement, Contractor shall immediately stop performing this Agreement, e.g. delivering supplies or services to the Department. It will then send to the Department within five (5) business days of receipt of the suspension notice at the e-mail address above, an invoice for any supplies or services delivered under the Agreement that the Department had not yet paid. The Department may lift the suspension and direct continued performance under this Agreement by way of an additional written notice to Contractor.

v. Force Majeure. Either Party may suspend or terminate this Agreement by written notice to the other if the President of the United States, the Governor of the State of Ohio, or any authorized delegee thereof declares a state of emergency that reasonably prevents the safe performance of this Agreement.

w. Notices. Contractor shall accept notice under this Agreement at the following: ________________

x. Amendments/Modifications. No amendments or modifications to the arrangements between the Parties may occur without being memorialized in writing and signed by representatives from both Parties.

The Parties have read and fully understand this Agreement. They attest that the representatives executing it on their behalves have the authority to legally bind them and do so here.

IN WITNESS WHEREOF, the Parties hereby execute this Agreement, legally binding themselves to its stated performance.

STATE OF OHIO RKL REAL ESTATE LLC

DEPARTMENT OF VETERANS SERVICES

By: ____________________________________ By: ___________________________________

Title: Title: _________Owner_________________________

Date: __________________________________ Date: _________10/16/2025_________________________