Standard_Addendum_-_signed.pdf

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Agency Administered OH|CTR035440
Contract number
CTR035440
Issued by
Ohio

About this file

This document is a Fiscal Year 2026 Standard Addendum to an Agreement between the State of Ohio, specifically the Ohio Department of Transportation (ODOT), and Certainty 3D LLC DBA TopoDOT. The addendum outlines additional terms and conditions for a state contract, incorporating various legal requirements, non-discrimination provisions, and operational guidelines for the contractual relationship between ODOT and the contractor.

While the specific goods or services are not explicitly detailed in this addendum, the document indicates that the contract is subject to appropriation of funds by the Ohio General Assembly and is limited to the current budget biennium. The agreement includes provisions for termination, with either party able to end the contract with 30 days' written notice. Key terms cover areas such as independent contractor status, compliance with non-discrimination statutes, ethics requirements, and liability provisions. The contract appears to be structured with potential for renewal through separate addendums, and includes protections for both ODOT and the contractor regarding intellectual property, data security, and performance expectations.

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FY26 (Rev. 6/2025)

ADDENDUM TO AGREEMENT

To the extent allowed by the laws of the State of Ohio and subject to the additional terms and conditions set forth below, the State of Ohio (“the State”), Department of Transportation (“ODOT”), agrees to the terms and conditions set forth in Certainty 3D LLC DBA TopoDOT‘s Agreement. Additionally, Certainty 3D LLC DBA TopoDOT (“Contractor”) and ODOT agree that the following terms and conditions shall be incorporated into and form a part of the terms and conditions to which they are attached (the “Agreement”) for all purposes:

Non-Appropriation and OBM Certification: Performance by ODOT under this agreement may be dependent upon the appropriation of funds by the Ohio General Assembly. Therefore, in accordance with Section 126.07 of the Ohio Revised Code, it is understood that ODOT’s funds are contingent on the availability of such lawful appropriations by the Ohio General Assembly. If the Ohio General Assembly fails at any time to continue funding for the payments due hereunder, this Agreement is hereby terminated as of the date that the funding expires without further obligation of ODOT.

Term and Termination: Notwithstanding any renewals, automatic or otherwise, provided in the attached agreement, the agreement shall terminate as of, and shall not extend beyond, the current budget biennium. Any renewals of this agreement beyond the current biennium shall be by separate addendum. Either party may terminate the Agreement for convenience upon thirty

(30) day written notice.

Taxes: ODOT is exempt from federal excise taxes and all state and local taxes, unless otherwise provided herein. ODOT does not agree to pay any taxes on commodities, goods, or services acquired from any Contractor.

Interest: Section 126.30 of the Ohio Revised Code may be applicable to this Agreement and, if so, requires payment of interest on overdue payments for all proper invoices. The interest charge shall be at a rate per calendar month which equals one-twelfth of the rate per annum prescribed by Section 5703.47 of the Ohio Revised Code.

Insurance: The State of Ohio is self-insured.

Equal Employment Opportunity: Contractor will comply with all state and federal laws regarding equal employment opportunity and fail labor and employment practices, including Section 125.111 of Ohio Revised Code and all related Executive Orders.

Governing Law: This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio. To the extent that ODOT is a party to any litigation arising out of, or relating in any way to, this Agreement or the performance thereunder, such an action shall be brought only in a court of competent jurisdiction in Franklin County, Ohio.

Independent Contractor Acknowledgement: It is fully understood and agreed that Contractor is and independent contractor and is not an agent, servant, or employee of the State.

Contractor declares that it is engaged as an independent business and has complied with all applicable federal, state, and local laws regarding business permits and licenses of any kind, including but not limited to any insurance coverage, workers’ compensation, or unemployment compensation that is required in the normal course of business and will assume all responsibility for any federal, state, municipal or other tax liabilities. Additionally, Contractor understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the State to any public employee retirement system.

Contractor acknowledges and agrees that any individual providing personal services under this Agreement is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engage in business”) Contractor shall have any individual performing services under the Contract complete and submit to the ODOT the Independent Contractor/Worker Acknowledgement form:

Independent Contractor/Worker Acknowledgment (opers.org)

Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement prior to commencement of the work, service or deliverable, provided under this Contract, shall serve as Contractor’s certification that Contractor is a “business entity” as the term is defined above.

Severability: If any provision of this Agreement or application of any such provision shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions shall remain in full force and effect.

Drug-free Workplace: Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace. Contractor shall make a good faith effort to ensure that all employees, while working on state property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

Governing the Expenditure of Public Funds on Offshore Services (EO 2019-12D):

The Contractor affirms to have read and understands Executive Order 2019-12D and shall abide by those requirements in the performance of this Contract including its provisions regarding waiver of such requirements. Notwithstanding any other terms of this Contract, ODOT reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver from the State of Ohio. ODOT does not waive any other rights and remedies provided ODOT in this Contract.

The Contractor agrees to complete the attached Exhibit II, Contractor/Subcontractor Affirmation and Disclosure Form to comply with Executive Order 2019-12D. This form is incorporated and becomes a part of this Contract, affirming no services of the Contractor or its subcontractors under this Contract will be performed outside the United States. In the alternative, Contractor shall obtain a waiver from the state of Ohio and written documentation of such waiver shall be incorporated into the Contract. During the performance of this Contract, the Contractor must not change the location(s) of the country where the services are performed, change the location(s) of the country where the data is maintained, or made available unless a duly signed waiver from the State has been attained to perform the services outside the United States.

The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.opers.org%2Fforms-archive%2FPEDACKN-Non-Member-Acknowledgment.pdf&data=05%7C01%7CJennifer.Gams%40dot.ohio.gov%7Ccb144a9319a84685437108db264737c7%7C50f8fcc494d84f0784eb36ed57c7c8a2%7C0%7C0%7C638145859553860056%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=NCPRpVHpiZVKH7OPfJIj5G%2FNnYZlqthxnxUrsT2Aqng%3D&reserved=0

Governing the Expenditure of Public Funds on Services Performed by Russian Companies or Institutions (EO 2022-02D): The Contractor affirms to have read and understands Executive Order 2022-02D and shall abide by those requirements in the performance of this Contract. This prohibition is in addition to and expands upon Executive Order 2019-12D which generally precludes the purchase of offshore services by the State of Ohio. Pursuant to Executive Order 2022-02D, State Cabinet Agencies, Boards and Commissions are prohibited from the purchase of services from Russian companies or institutions and prohibited from allowing State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely in a location governed or controlled by the Russian Federation, Russian companies or Russian institutions. ODOT reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver from the State of Ohio. ODOT does not waive any other rights and remedies provided ODOT in this Contract.

The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

Ohio Ethics Law/Conflict of Interest: Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Agreement are knowledgeable of and understand the Ohio Ethics and Conflicts of Interest laws including by not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio Revised Code. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws.

Ohio Election Law: Contractor affirms that, as applicable to it, no party listed in Division (I) or

(J) of Section 3517.13 of the Revised Code or spouse of such party has made, as an individual, within the two previous calendar years, one or more contributions totaling in excess of $1,000.00 to the Governor or to his campaign committees.

Boycotting: Pursuant to R.C. 9.76(B), Contractor warrants that Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the term of this Agreement.

Workers’ Compensation Contractor shall provide its own workers’ compensation coverage throughout the duration of the Agreement and any extensions thereof. ODOT is hereby released from any and all liability for injury received by the contractor, its employees, agents, or subcontractors, while performing tasks, duties, work, or responsibilities as set forth in this Agreement.

Indemnification and Hold Harmless: Any provisions requiring ODOT to indemnify and hold harmless or pay attorney’s fees to Contractor, do not meet the requirements of state law and shall be considered stricken.

Liability:

A. Contractor agrees to indemnify and to hold ODOT and the State of Ohio harmless and immune from any and all claims for injury, damages, lawsuits, costs, judgments, expenses and any other liabilities arising from this Contract which are attributable to Contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third party agents or joint venturers while acting under this Contract. 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.

B. Contractor shall bear all costs associated with defending ODOT and the State of Ohio against any such claims.

C. Limitations of Liability. In no event shall either party be liable to the other party for indirect, consequential, incidental, special or punitive damages, or lost profits.

D. When applicable, Contractor must also indemnify ODOT and the State against any claim of infringement of a copyright, patent, trade secret, or similar intellectual property right based on the state’s proper use of any Deliverable under this Contract. This obligation of indemnification will not apply where ODOT has modified or misused the Deliverable and the claim of infringement is based on the modification or misuse. If a successful claim of infringement is made, or if the Contractor reasonably believes that an infringement claim that is pending may actually succeed, the Contactor must take one (1) of the following four (4) actions:

1. Modify the Deliverable so that the Deliverable is no longer infringing;

2. Replace the Deliverable with an equivalent or better item;

3. Acquire the right for ODOT to use the infringing Deliverable as intended; or

4. Remove the infringing Deliverable and refund the fee ODOT paid for such Deliverable and any other affected Deliverable.

E. Contractor must indemnify the State for all liability and expense resulting from the unauthorized disclosure or loss of State Data. Damages resulting from the unauthorized disclosure or loss of State Data shall be considered direct damages under this Contract and include, but are not limited to, the following: (i) expenses for legally-required notification of impacted individuals; (ii) responding to inquiries from such notifications; (iii) government fines and penalties assessed against the State; (iv) costs to the State for investigations, audits or forensic services as applicable related to the disclosure or loss; (v) mitigation measures, including 12 months of credit monitoring and identity theft protection for individuals impacted by a disclosure; (vi) costs to the State to reconstruct data that was lost or to repair any damaged State information technology infrastructure;

and (vii) other such expenses incurred by the State as a result of the unauthorized disclosure or loss of State Data. Regardless of any limitation on liability of any kind in this Contract, the Contractor will be responsible for acquiring one year’s identity theft protection services on behalf of any individual or entity whose personally identifiable information is compromised while it is in the Contractor’s possession. Contractor’s indemnification obligations under this paragraph apply whether the expenses or costs incurred by the State are performed by State employees or hired contractors. Contractor must also work with the State to directly notify impacted individuals or persons as required by Ohio Revised Code Chapter 1349.

F. ODOT agrees to give the Contractor notice of any such claim as soon as reasonably practicable and to give the Contractor the authority to settle or otherwise defend any such claim upon consultation with and approval by the Office of the Attorney General.

Entire Agreement; Modifications: The Agreement and this Addendum supersede all prior agreements, written or oral, between Contractor and ODOT and shall constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof. The Agreement and this Addendum and each of its provisions shall be binding upon the parties and may not be waived, modified, amended, or altered except by a writing signed by ODOT and Contractor.

Ownership: Any and all written, electronic, or multimedia documents, presentations, reports, studies, deliverables, and / or software created specifically for ODOT (hereinafter referred to under this Section as “Deliverables”) shall become the property of ODOT. ODOT shall have an unrestricted right to reproduce, distribute, modify, maintain, and use the Deliverables.

Contractor shall not obtain copyright, patent, or other proprietary protection for the Deliverables without the written approval of ODOT, except that Contractor shall reserve its rights in all methods, pre-existing work, software, and data used to prepare the Deliverables. Contractor shall not include in any Deliverables any copyrighted matter, unless the copyright owner gives prior written approval to use such copyrighted matter in the manner provided under this Agreement.

Contractor agrees that all Deliverables may be made freely available to the general public to the extent required by law. This Section shall survive the termination of this Agreement and may be enforced by ODOT in any court of competent jurisdiction.

Contractor agrees that at all times while Contractor is providing services for ODOT, its work product is work for hire and the revenues, products, results, materials, programs, processes, information, and systems, etc. developed or produced by Contractor whether during office hours or non-office hours shall remain the sole property of ODOT and constitutes work for hire.

Contractor shall have no other rights in said property other than to be paid his fees by ODOT.

Contractor agrees that upon request to return all said property and all copies of information or writings related to said property shall be returned to ODOT. Contractor agrees to cooperate with ODOT in obtaining any trademarks, patents or copyrights in ODOT’s name, and shall sign any such applications or needed assignments of rights if any.

Record Keeping: During the performance of this Agreement and for a period of six (6) years after Agreement expires per DAS GAR-C-03, Contractor shall maintain auditable records of all charges pertaining to this Agreement and shall make such records available to ODOT, upon request and at such times as are commercially reasonable.

Force Majeure: If the State or Contractor is unable to perform any part of its obligations under this Agreement by reason of force majeure, the party will be excused from its obligations, to the extent that its performance is prevented by force majeure, for the duration of the event. The party must remedy with all reasonable dispatch the cause preventing it from carrying out its obligations under this Agreement. The term “force majeure” means without limitation: acts of God, such as epidemics, lightning, earthquakes, fires, storms, hurricanes, tornadoes, floods, washouts, droughts, any other severe weather, or explosions; restraint of government and people; war;

strikes; and other like events or any other cause that could be not reasonably foreseen in the exercise of ordinary care, and that is beyond the reasonable control of the party.

State Audit Findings: Contractor affirmatively represents to the State that it is not subject to a finding for recovery under R.C. 9.24, or that it has taken the appropriate remedial steps required under R.C. 9.24 or otherwise qualifies under that section. Contractor agrees that if this representation is deemed to be false, the Agreement shall be void ab initio as between the parties to this Agreement, and any funds paid by the State hereunder shall be immediately repaid to the State, or an action for recovery may be immediately commenced by the State for recovery of said funds.

Debarment: Contractor represents and warrants that it is not debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Agreement is void ab initio and the Contractor shall immediately repay any funds paid under this Agreement.

Suspension and Termination: Contractor or ODOT may suspend or terminate this Agreement, with or without cause, by providing thirty (30) days written notice to the other party.

Any violations or breach of the terms stated herein, by Contractor, shall provide ODOT with the option of canceling this Agreement in its entirety, or withholding payment until such time as the violation or breach is remedied. Such option shall in no way limit or exclude any other remedies available to ODOT. If either party fails to perform any of the requirements of this Agreement or is in violation of a specific provision of this Agreement, then the non-breaching party may suspend or terminate this Agreement if the breaching party fails to cure its non-performance or violation within ten (10) business days following delivery of written notice of the breach. In the case of late payment by ODOT, however, Contractor may not suspend or terminate this Agreement unless the payment is more than sixty (60) days past due, and O.R.C. Section 126.30 shall apply. If this Agreement is suspended or terminated, Contractor shall cease work on the suspended or terminated activities, suspend or terminate all subcontractors relating to the suspended or terminated activities, take all necessary or appropriate steps to limit disbursement and minimize cost, and, if requested by ODOT, furnish a report describing the status of all work under this Agreement, including results and conclusions accomplished, and such other matters as ODOT may require. Regardless of which party terminates the Agreement, any payments made by ODOT in which services have not been rendered by Contractor shall be prorated and returned to ODOT.

Such payment(s) must be sent to ODOT within thirty (30) days of the date on which Contractor either receives notice of termination or suspension or sends notice of suspension or termination, whichever is applicable. ODOT shall not be liable for any further claims.

Antitrust: The State and Contractor recognize that, in actual economic practice, overcharges resulting from antitrust violations are usually borne by the State. The Contractor therefore assigns to the State all state and federal antitrust claims and causes of action that the Contractor has or acquires relating to the goods and services acquired under this Agreement.

Compliance with Law: Contractor must comply throughout the duration of the Agreement with all applicable federal, state, local laws and Executive Orders while performing under this Agreement.

Federal Requirements: During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees as follows:

1. Contractor will ensure that applicants are hired and that employees are treated during employment without regard to their race, religion, color, sex (including pregnancy, gender identification and sexual orientation), national origin (ancestry), disability, genetic information, age (40 years or older), or military status (past, present, or future). Such action shall include, but not be limited to, the following: Employment, Upgrading, Demotion, or Transfer; Recruitment or Recruitment Advertising; Layoff or Termination;

Rates of Pay or other forms of Compensation; and Selection for Training including Apprenticeship.

2. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex (including pregnancy, gender identification and sexual orientation), national origin (ancestry), disability, genetic information, age (40 years or older), or military status (past, present, or future).

3. Contractor agrees to fully comply with Title VI of the Civil Rights Act of 1964, 42 USC Sec.

2000. Contractor shall not discriminate on the basis of race, color, national origin, sex (including pregnancy, gender identification and sexual orientation), age, disability, or low-income status in its programs or activities. The Director of Transportation may monitor the Contractor’s compliance with Title VI.

4. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement.

5. Non-discrimination: The contractor, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, national origin, sex (including pregnancy, gender identification and sexual orientation), age, disability, or low-income status in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations as set forth in paragraph 10 below, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.

6. Solicitations for Subcontractors, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor’s obligations under this Agreement and the Acts and the Regulations relative to nondiscrimination on the grounds of race, color, national origin, sex (including pregnancy, gender identification and sexual orientation), age, disability, or low-income status.

7. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Ohio Department of Transportation (hereinafter “ODOT”) or FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor will so certify to ODOT or FHWA, as appropriate, and will set forth what efforts it has made to obtain the information.

8. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the

Nondiscrimination provisions of this Agreement, ODOT will impose such sanctions as it or FHWA may determine to be appropriate, including, but not limited to:

a. withholding payments to the contractor under the Agreement until the contractor complies; and/or

b. cancelling, terminating, or suspending of the Agreement, in whole or in part.

9. Incorporation of Provisions: The contractor will include the provisions of the above paragraphs 1. through 8. in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as ODOT or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request ODOT to enter into any litigation to protect the interests of ODOT. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States.

10. During the performance of this contact, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor,” which includes consultants) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

Pertinent Non-Discrimination Authorities:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-Aid programs and projects)

• Federal-Aid Highway Act of 1973 (23 U.S.C. § 324 et seq.) (prohibits discrimination on the basis of sex)

• Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794 et seq.), as amended (prohibits discrimination on the basis of disability) and 49 CFR Part 27

• The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et seq.) (prohibits discrimination on the basis of age)

• Airport and Airway Improvement Act of 1982 (49 U.S.C. § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex)

• The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and

Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of Federal-Aid recipients, sub-recipients, and contractors, whether such programs or activities are Federally funded or not)

• Titles II and III of the Americans with Disabilities Act (42 U.S.C. §§ 12131-12189), as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38 (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities)

• The Federal Aviation Administration’s Non-Discrimination Statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex)

• Title VIII of the Civil Rights Act of 1968 (Fair Housing Act), as amended (prohibits discrimination in the sale, rental, and financing of dwellings on the basis of race, color, religion, sex, national origin, disability, or familial status (presence of child under the age of 18 and pregnant women)

• Title IX of the Education Amendments Act of 1972, as amended (20 U.S.C. 1681 et seq.)

(prohibits discrimination on the basis of sex in education programs or activities)

• Uniformed Services Employment and Reemployment Rights Act (USERRA) (38 U.S.C. 4301- 4333)

• Genetic Information Nondiscrimination Act (GINA) (29 CFR Part 1635, 42 U.S.C. 2000ff)

General Provision: Ohio has entered into this Agreement as a sovereign state and not as principal or agent in any joint venture. Nothing contained in this Agreement shall be deemed to designate Contractor and ODOT as members of a joint venture for any purpose whatsoever.

Nothing herein shall be construed as consent by Ohio to suit in the courts of any other state, nor a waiver of Ohio’s sovereign immunity or its rights under the Eleventh Article of Amendment to the Constitution of the United States. This Agreement does not grant any rights to any party except the signatories herein, and nothing in this Agreement shall be deemed to create or give rise to any right of action in, or any liability to, any third party claiming to have suffered a loss, damage, or injury by virtue of any alleged failure by any party hereto to comply with the terms of this Agreement.

Addendum Controlling: In the event there is a conflict between the terms and conditions of the Agreement and this Addendum, this Addendum is controlling.

Authorization: Any person executing this Agreement in a representative capacity hereby represents that he/she has been duly authorized to execute this Agreement.

Signatures: Any party hereto may deliver a copy of its counterpart signature page to this Agreement via fax or e-mail. Each party shall be entitled to rely upon a facsimile or electronic signature of any other party delivered in such a manner as if such signature were an original.

The parties have executed this Agreement as of the day and year last written below.

Contractor: _________________ State of Ohio

Department of Transportation:

Certainty 3D LLC DBA TopoDOT

Signature Pamela Boratyn, Director

Title: ________________________

Date: ________________________ Date: __________________________

OAKS ID: _____________________

For Use by Office of Chief Legal Counsel Only:

Date Reviewed:

President

Ted Knaak (Dec 18, 2025 15:56:42 EST) Ted Knaak

12/18/25

Standard Addendum Final Audit Report 2025-12-18

Created: 2025-12-18

By: Dawn Keller (dk@topodot.com)

Status: Signed

Transaction ID: CBJCHBCAABAAU0O653EF1IhVh6BEyGIuN7E_C6M5SSnF

"Standard Addendum" History Document created by Dawn Keller (dk@topodot.com)

2025-12-18 - 8:42:15 PM GMT

Document emailed to Ted Knaak (tk@topodot.com) for signature

2025-12-18 - 8:42:27 PM GMT

Email viewed by Ted Knaak (tk@topodot.com)

2025-12-18 - 8:44:23 PM GMT

Document e-signed by Ted Knaak (tk@topodot.com) Signature Date: 2025-12-18 - 8:56:42 PM GMT - Time Source: server

Agreement completed.

2025-12-18 - 8:56:42 PM GMT

2025-12-18T20:56:44+0000
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