Speer_Mechanical_HVAC_Repair_Refurbish_Agreement_07.29.2025.pdf

AGREEMENT

Between

OHIO BUREAU OF WORKERS' COMPENSATION

And

SPEER MECHANICAL

This is an Agreement by and between Speer Mechanical, (hereinafter referred to as the "Supplier"), doing business at 5255 Sinclair Road, Columbus Ohio 43229, and the State of Ohio, Bureau of Workers' Compensation (hereinafter referred to as the

"Bureau"), having offices at 30 W. Spring Street, Columbus, Ohio 43215-2256, each a “party” and collectively the “parties” to this Agreement entered into and effective on the day, month and year set forth below.

WHEREAS, it is expressly understood 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;

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; and WHEREAS, the Bureau desires to enter into an Agreement with the Supplier for the

Supplier to perform certain services;

Now, therefore, the parties hereto mutually agree to the following:

1. TASK DESCRIPTION. The Supplier, in consideration of the Bureau's promise to pay remuneration, agrees and promises to assume full responsibility for the completion of the work hereunder, in accordance with the terms and conditions of this Agreement. The

Supplier agrees to provide Goods as follows:

Repair, Refurbish and maintenance project for Five (5) Cooling Towers in William Green Building as more specifically described in the Supplier’s Proposal Number:

GW35342538784.

2. AMOUNT OF REMUNERATION AND METHOD OF PAYMENT. The Bureau, in consideration of the Supplier’s promise to perform services in accordance with the terms of this Agreement, agrees and promises to pay the Supplier remuneration for services performed according to the following terms:

Base Scope – Towers 1, 3 & 4 $150,604.00

Alternate #1: Corroded Mechanical Support Replacement (3 & 4) $ 31,142.00

TOTAL $181,746.00

It is expressly understood and agreed that payment by the Bureau to the Supplier under this Agreement shall not exceed one hundred eighty-one thousand seven hundred forty-six dollars ($181,746.00), unless additional amounts are agreed in writing. The Supplier shall assume responsibility for all contingencies, however unforeseen or remote, encountered in the completion of the work.

The Bureau shall use its best efforts to pay the full fee to the Supplier within thirty (30) days of the receipt of an invoice. Failure to promptly pay the Supplier within thirty (30) days entitles the Supplier only to interest on the amount due and payable at the rate allowed by law.

Failure to promptly pay within thirty (30) days shall not be deemed to constitute default on the part of the Bureau. The Bureau does not agree to pay any taxes.

3. TIME OF PERFORMANCE AND RENEWAL. The Supplier and the Bureau agree that performance pursuant to this Agreement shall commence on August 1, 2025, or the date on which satisfaction of all conditions precedent is made, and shall be completed on or before

June 30, 2026.This Agreement shall become effective upon the execution by all parties to the Agreement, and on compliance with all conditions precedent.

4. EXPENSES. The Bureau shall not be required to pay for or reimburse Supplier for any travel or other expenses incurred or paid by Supplier in connection with the performance of services. The payment of such expenses is the sole responsibility of Supplier and not the responsibility of the Bureau.

5. 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 the Supplier 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 the Supplier.

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.

6. TERMINATION. The Bureau may cancel this Agreement at any time prior to the commencement of services. In addition, this Agreement may be terminated by the unilateral action of either party hereto upon providing to the other party thirty (30) days written notice of election to so terminate, provided that such unilateral termination by Supplier is without prejudice to the State of Ohio. In the event of termination of this Agreement by either party, Supplier shall be paid for all properly documented services; however no deposit, cancellation fee, or liquidated damages will be paid by the Bureau. The Bureau shall have the right to terminate this Agreement immediately without advance notice if for any reason Supplier violates any of the material covenants, agreements, or stipulations of this Agreement, or if

Supplier fails to maintain Ohio workers' compensation, where required by law. In the event the Bureau executes its right to terminate this Agreement, Supplier shall not be relieved of any liability for damages sustained by the Bureau by virtue of any breach by Supplier to the extent of remuneration paid pursuant to this Agreement, and the Bureau may withhold further payment due to Supplier pursuant to this Agreement or otherwise, for the purpose of set-off until such time as damages due to the Bureau are determined.

Supplier may cancel its duties and obligations under this Agreement at any time prior to the commencement of services upon notice to the Administrator, provided that such termination is without prejudice to the State of Ohio. Any material provided by Supplier, which fulfills any obligation of this Agreement, shall be considered the property of the Bureau of Workers' Compensation upon payment in full to Supplier for services rendered prior to termination.

Furthermore, Supplier shall have the right to terminate this Agreement for failure to pay invoices in accordance with the terms of this Agreement. The rights of cancellation referred to in this Agreement are not intended to be exclusive and are in addition to any other rights and remedies available to either party at law or in equity.

7. AMENDMENTS, MODIFICATIONS, SUPPLEMENTS, AND HEADINGS. The parties may, by mutual agreement, amend, modify, supplement, or rescind the terms of this Agreement. The term "this Agreement" shall be deemed to include any such future amendments, modifications, and supplements. Any such amendment, modification, supplement, or rescission shall not be effective unless expressed in writing and signed by the parties hereto. The headings in this Agreement are for convenience only and are not intended to be part of, or to affect the interpretation of, the terms of this Agreement.

8. WAIVER. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. Failure of a party to insist upon strict performance of any provision of this Agreement in any one or more instances shall not be construed as a waiver or relinquishment of the right to insist upon strict compliance with such provision in the future.

9. NON-ASSIGNABILITY OF RIGHTS. The Supplier shall not assign any rights or subcontract any duties or obligations acquired pursuant to this Agreement without the prior written consent of the Bureau. Such written consent by the Bureau shall not be construed to modify or abrogate the Supplier's responsibility and liability pursuant to this Agreement.

10. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY. The Supplier 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 encourages the Supplier to purchase goods and services from Minority Business Enterprise (MBE) and Encouraging Diversity, Growth and Equity (EDGE) vendors.

11. INDEPENDENT CONTRACTOR RELATIONSHIP. It is mutually understood and agreed that the Supplier is at all times acting as an Independent Contractor in performing services under this Agreement and shall not be considered a public employee for the purpose of Ohio Public Employees Retirement System (OPERS) benefits. Supplier shall be responsible for compliance with all laws, rules, regulations involving, but not limited to, employment of labor, hours of labor, health and safety, working conditions and payment of wages. The persons provided by the Supplier shall be solely the Supplier's employees and shall not be considered public employees for the purpose of OPERS benefits, or employees of the Bureau. The Supplier shall be responsible for payment of federal, state, and municipal taxes and costs such as social security, unemployment, workers' compensation, disability insurance, and federal and state withholding with respect to its employees.

12. LIMITATION OF LIABILITY. The Bureau's liability for damages, whether in contract or in tort, shall not exceed the total amount of compensation payable to the Supplier pursuant to this Agreement, or the amount of direct damages incurred by the Supplier, whichever is less. The Supplier's sole and exclusive remedies for the Bureau's failure to perform shall be as set forth in the above paragraph entitled, “Termination”. In no event shall the Bureau be liable for any consequential, incidental, or punitive losses, damages, expenses, including the loss of profits, even if the Bureau knew or should have known of the possibility of such damages.

13. APPLICABLE STATE LAW AND JURISDICTION. The terms and conditions contained herein shall be construed and interpreted in accordance with the laws of the State of Ohio.

All disputes arising from this Agreement shall be governed by the laws of the State of Ohio, and the parties mutually agree to submit exclusively and irrevocably to the jurisdiction of the

Ohio Court of Claims in all disputes arising from this Agreement. 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.

14. COMPLIANCE WITH LAW. The Supplier agrees and covenants that it at this time is and for the duration of this contract will be in compliance with all laws of Ohio specifically including, but not limited to, the workers' compensation laws of Ohio, the corporate laws of Ohio, and all rules and regulations promulgated under those laws, as well as all applicable federal and local laws in the conduct of the work hereunder.

15. CONFLICTS OF INTEREST AND ETHICS COMPLIANCE CERTIFICATION. Supplier 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 https://development.ohio.gov/business/construction-compliance#AffirmativeActionProgramVerificationGoodsandServices required to be performed under any resulting Contract. In addition, Supplier affirms that a person who is or may become an agent of Supplier, 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.

Supplier agrees to adhere to all ethics laws contained in Chapters 102 and 2921 of the Ohio Revised Code governing ethical behavior in public contracts, 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.

16. OHIO ELECTIONS LAW. Supplier 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.

17. 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.

18. DRUG-FREE WORKPLACE. Supplier agrees to comply with all applicable state and federal laws regarding drug-free workplace. Supplier shall make a good faith effort to ensure that all Supplier employees, if working on state property, will not purchase, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

19. INTELLECTUAL PROPERTY & CONFIDENTIALITY. All customized materials, surveys, analysis, software, documentation, deliverables, and reports developed for the

Bureau by the Supplier during the course of its work under this Agreement shall become the property of the Bureau as work-made-for-hire. The Bureau shall have an unrestricted right to reproduce, distribute, modify, maintain and use those customized materials, surveys, analysis, software, documentation, deliverables, and reports, and the Supplier shall not obtain copyright, patent or other proprietary protection for these items.

The Supplier acknowledges that some of the information contained in Bureau records is confidential under state and federal law. The Supplier shall not use any information received from BWC during the course of its work under this Agreement, for any purpose other than performing under the Agreement. Further, the Supplier agrees to protect the confidentiality of Bureau records with the same degree of care it exercises to protect its own confidential records.

20. WORKERS’ COMPENSATION. The Supplier warrants that the Supplier and agents are covered by workers’ compensation and shall remain covered during the term of the contract. The Supplier is responsible for ensuring contractually that any subcontractors maintain workers’ compensation insurance at all times during the term of the contract.

Failure to maintain coverage at any time during the term of any contract shall be deemed a material breach of the contract. Such failure shall deem the contract voidable in its entirety at the Bureau’s sole discretion.

If it is discovered after the contract has been awarded, that the Supplier was not in compliance with Ohio law requiring participation in the workers’ compensation system on the date the contract was awarded, the contract will be declared "void ab initio." The Bureau will not pay for any services rendered or goods delivered under the contract and the Supplier must immediately repay to the Bureau any funds paid under this Contract.

21. SUBCONTRACTING / ASSIGNMENT / DELEGATION. The Supplier will not assign any of its rights nor delegate any of its duties and responsibilities under this Agreement without prior written consent of the Bureau. Any assignment or delegation not consented to may be deemed void by the Bureau. However, the Bureau’s approval will not serve to modify or abrogate the responsibility of the Supplier for the acts, omissions, nonfeasance, malfeasance, or misfeasance of any subcontractors.

22. MERGER CLAUSE. It is mutually understood and agreed that this writing represents the entire Agreement between the Supplier and the Bureau. The parties have entered into no agreements, express or implied, other than the Agreement, including documents incorporated by reference, set forth in this writing. It is further agreed that no parol representation of any amendment, modification, supplement or rescission of the terms set forth herein shall be given any force or effect unless such amendment, modification, supplement or rescission shall have been expressed in writing and signed by the parties, and meet all conditions precedent deemed applicable by the Bureau.

23. SEVERABILITY. If for any reason any provision or part of this Agreement is declared void, invalid, or unenforceable, the validity of the rest of this Agreement shall not be affected and the Agreement shall remain in full force and effect with the void, invalid, or unenforceable provision(s) eliminated.

24. 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 the Supplier 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 Supplier 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.

The Supplier must complete the Contractor/Subcontractor Affirmation and Disclosure Form:

https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resou rces_Forms/Affirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf affirming the Supplier understands and will meet the requirements of the above prohibition.

During the performance of this Contract, if the Supplier changes the location(s) disclosed on the Affirmation and Disclosure Form, Supplier must complete and submit a revised

Affirmation and Disclosure Form reflecting such changes.

25. BOYCOTTING. Pursuant to Ohio Revised Code 9.76(B) Supplier warrants that Supplier 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.

26. 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.

SPEER MECHANICAL STATE OF OHIO, BUREAU OF

TAX I.D. WORKERS' COMPENSATION

BWC POLICY (RISK) No.

Signature Signature

Name Name

Title Title

Date Date

Speer Mechanical HVAC Repair Refurbish Agreement 07.29.2025

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