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FIRE SUPPRESSION CONTRACT

This contract is made and entered into this 29th day of November, 2008, by and between the
Butler County Board of Commissioners, with offices located at 315 High Street, Hamilton, Ohio
45011 (hereinafter referred to as “Board”), and Preferred Fire Protection, whose principal place
of business is located at 375 Commercial Drive, Fairfield, Ohio 45014 (hereinafter referred to as
“Contractor”) pursuant to Commissioners’ Resolution No. 08-11-____ adopted November
__,2008. (Board and Contractor are hereinafter collectively referred to as “Parties”.)

WITNESSETH:

The Parties, each in consideration of the undertakings, promises, and agreements herein
contained, do hereby undertake, promise, and agree for themselves and their respective
successors and assigns, as follows:

1. Scope of Work

Contractor agrees with Board to perform the duties and complete the necessary installations
required of the Fire Suppression Contractor in a workmanlike manner as they are described in
the Contract Documents for Butler County Contract 08-09-023 (as later defined herein) as well
as all the duties necessarily implied to be necessary to perform the duties of the Fire Suppression
Contractor required by the Invitation to Bid for Butler County Contract 08-09-023 which is
entitled, “Fire Suppression System for the Old Butler County Jail”, which shall collectively
hereinafter be called the “Work”.

2. Compensation for Completion of the Scope of Work; Changes in Compensation

In consideration for the Board’s payment to Contractor of $86,860.00, Contractor agree to

perform the duties and complete the necessary installations required of the Contractor as they are
described in the Contract Documents for Butler County Contract 08-09-023 which is entitled,
“Fire Suppression System for the Old Butler County Jail.” The Contractor’s duties include
furnishing, in a workmanlike manner, (by way of illustration but not by way of limitation) all
material, delivery charges, utility service or sources of power, supplies, labor, services,
supervision, tools, plant apparatus, equipment, temporary shelter and structures, scaffolding,
transportation, and incur such incidental expense as is necessary to complete the Work covered
by Contract Documents. The compensation due Contractor set forth above includes all the
compensation to which Contractor shall be entitled in order to meet all its direct and indirect
costs as well as incidental expenses, including any taxes required to be paid in order to comply
with and complete the provisions of this Contract. If Board elects to proceed with a change
which constitutes a deletion of, or a reduction in, a portion of the Work, the compensation due
Contractor shall be reduced by the amount of labor and materials and other direct and indirect

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cost deleted or reduced. Should a reduction in the Work occur, Contractor shall not be entitled to
lost profits on Work which is deleted or not performed. If Board elects to proceed with a Change
in Scope which constitutes additional Work, the Contract Sum provided shall be increased by the
cost of Work added according to the written amendment.

Based upon Applications for Payment using Certified Payroll submitted to the Board, and upon
verification of the Work completed and materials used, the Board shall make progress payments
on account of the Contract Sum to the Contractor as provided below and elsewhere in the
Contract Documents. The period covered by each Application for Payment shall be one calendar
month ending on the last day of the month.

Payments to Contractor, either in the form of progress payments or a final payment, may be
withheld by the Board on account of defective or unacceptable Work which has not been
remedied in the opinion of the Architect. Likewise, payment sufficient to pay the disputed
amount may be withheld from Contractor if the Board receives notice of a claim for a lien on
public funds as permitted by Ohio Revised Code §1311.25 et seq.

Contractor agrees to complete, pay for, and deliver its aforesaid Work for the compensation set
forth above free from all liens.

3. Payments to Contractor Shall Include Statutory Retainage

Payments to the Contractor shall be made at the rate of ninety percent (90%) of the approved
partial payment estimate for the first 50% of the contract amount and one hundred percent
(100%) for the remaining 50% of the contract amount. The Board will retain ten (10) percent of
every approved partial payment up to a total of five percent (5%) of the contract amount. The
retained amount will be paid to the Contractor no later than thirty (30) days following Final
Acceptance of the work. Upon the Work’s passing final inspection, the Board shall issue a
certificate attached to the final payment request that the work has been completed and accepted
under the conditions of the Contract Documents.

4. The Contract Documents for the Work, Conflicts Among Them, Entire Agreement:

The Contract Documents for Butler County Contract 08-09-023 which is entitled, “Fire
Suppression System for the Old Butler County Jail,” shall consist of the following:

(1) Board’s Bid Request,

(2) Board’s Invitation to Bid and Accompanying Documents,
(3) this Contract,
(4) the Bid Specifications and General Instructions to Bidders
(5) Contractor’s Bid and Accompanying Bid Documents and attachments including
performance and payment bond

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 (6) Any Notes and Notes of Construction Meetings according to Section 19
(7) Written correspondence between the Parties after signing of this Contract
(8) Any change orders

The Contract Documents shall also include all amendments and addenda thereto made before the
signing of this contract if the same complies with the terms of the portion of this Contract
governing changes in the scope of work. The Work as a whole generally involves installing Fire
Suppression improvements at the Old Butler County Jail, 123 Court Street, Hamilton, Ohio
(hereafter the “Site”).

The Contract Documents are all hereby incorporated by reference and made a part of this
Contract as if they were all fully reprinted here.

Should there be a conflict among the Contract Documents for this Contract, this Contract shall
control to the extent of any express or implied inconsistency. Otherwise the bid document and
specifications shall govern and remain in full force and effect. In the event Contractor discovers
a real or suspected document conflict or problem with the specifications or Work it is to perform,
the Contractor shall immediately bring the perceived inconsistency to the attention of the Board
or Architect for resolution before assuming a resolution without direction and entering upon the
performance of a presumed intention. Should Contractor or a subcontractor presume an
interpretation of the Contract Documents which is not expressly stated and which does not meet
the intention of the Contract Documents according to the Architect, then the Board may exercise
its discretion to treat the Work so performed as an unwritten and unsigned change order and deal
with it as authorized by the portions of this Contract addressed to Change Orders.

This Contract shall also be deemed to contain, as if it were fully rewritten here, all applicable
provisions of the laws and regulations of the State of Ohio and the City of Hamilton applicable to
this Contract and the Work to be performed, and compliance with those laws and regulations in
the performance of this Contract, including the securing of necessary permits and construction
inspection approvals, shall be considered a mutual promise of the Parties to one another.

Should Contractor hire subcontractors in addition to its own forces or assign some or all of its
Work to another as allowed by this Contract, Contractor shall include a provision in the terms of
employment of such subcontractor that its contract is subject to the terms of this Contract as well
as the Contract between Contractor and its subcontractor.

The Contract Documents constitute the entire Agreement between the Parties. Neither Party
shall be bound by any oral stipulation or understanding not reduced to writing so as to be able to
be considered an Amendment to this Contract.

5. Changes in the Scope of Work

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There will be no oral changes in the scope of the Work or Amendments to this contract. All
changes in scope or amendments shall be reduced to writing.

There is no promise or guarantee that all of the Work set forth in Contract Documents and
drawings will be performed or is necessary. The Board may elect to add to or delete some or all
of the Work. If any Work set forth in Contract Documents and drawings or any amendment or
addendum thereto is not performed, Contractor shall only be compensated for Work satisfactorily
performed and constructed. Contractor shall not be entitled to anticipated profits not realized
due to the non-performance of all or part of the Work.

Changes in the Scope of Work, except deletions of Work to be performed, (which may
unilaterally be deleted by the Board at its sole, absolute and final discretion), may only be
accomplished by a written change order/amendment, signed before the change is undertaken by
both the Board and Contractor, that will set forth the adjustment in the work and the price which
will result from the amendment. No oral amendments or understandings concerning
amendments shall be binding on either party, nor will either party be liable for breach for failure
to abide by an oral amendment/change order which is alleged to have been made but was not
reduced to writing and signed by both the Board and Contractor.

A majority of the Board, Butler County’s Administrator, or its Assistant County Administrator
are the only persons authorized by the Board to sign Charge Orders on behalf of the Board.

During performance of its Work, Contractor shall: (a) determine the method, manner and
sequence of construction, (b) select its laborers and subcontractors, (c) select all materials and
provide all equipment and tools needed, (d) coordinate Contractors Work with any Work of other
Contractors then taking place, and take reasonable and necessary precautions for the safety of
persons and property during the progress of construction.

All signed Change Orders shall be considered full and final resolutions between the Board and
Contractor of all financial arrangements and all disputes of whatever sort connected with that
Change Order. There shall be no written Change Order with a further unstated oral
understanding of any kind attached to it.

6. Prevailing Wage

As the Work is a part of the construction of a public improvement at a cost exceeding the
$73,891.00 threshold for payment prevailing wage rates of pay, each laborer, workman or
mechanic employed by the Contractor for performance of the Work herein described or by the
subcontractor shall be paid not less than the minimum rate of pay for the applicable pay
classification as determined by the Ohio Department of Industrial Relations under Ohio’s
Prevailing Wage Rates in Ohio Revised Code (O.R.C.) Chapter 4115. The County can and will
provide prevailing wage rates upon request. If no wages are requested, it will be presumed
Contractor has access to the applicable wage scales.

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In the event the prevailing wage scale for any labor classification is changed while the Work is in
progress, or in the event any class of labor employed is not included in the published schedule of
prevailing wages, then the rate prevailing at the time the work is actually performed, as
ascertained and determined by the Ohio Department of Industrial Relations, Division of Wage
and Hour, shall govern the Work under this Contract. No increase in the compensation due
Contractor will be allowed for any increase in the prevailing rates or wages as they may apply to
this Work.

All Contractors and their subcontractors who are subject to the requirements of O.R.C. Chapter
4115 shall keep full and accurate payroll records covering all disbursements of wages to their
employees to whom they are required to pay not less than the prevailing rate of wages.
Contractor shall retain such wage records for a period of three years from date of completion of
the contract.

Contractor and its subcontractor shall deliver to the Board a certified copy of their respective
payrolls, within two weeks after the initial pay date, and supplemental reports weekly thereafter
which shall show for each employee paid any wages, the employee’s name, current address,
social security number, job classification, numbers of hours worked each day during the pay
period and the total for each week, the employee’s hourly rate of pay, job classification, fringe
payments, and deductions from wages. In addition, Contractor, upon request, shall give to the
Board’s Prevailing Wage Coordinator a schedule of the dates during the life of his contract with
the Board on which he is required to pay wages to employees and a complete list of all
subcontractors. Upon completion of the contract and prior to final payment, each contractor and
subcontractor shall file with the Prevailing Wage Coordinator, an affidavit stating that he has
fully complied with O.R.C. Chapter 4115.

Contractor warrants and represents to the Board that all Certified Payroll and accompanying
documents required by the Prevailing Wage Law which are presented to the Board in connection
with the Work will be true, complete and accurate when presented.

7. Contractor’s Worker’s Compensation Coverage and Insurance

Contractor will provide to Board its certificate of insurance or proof of its compliance with the
worker’s compensation laws in the State of Ohio, including in such compliance any
subcontractors which Contractor intends to employ on the work site. The Contractor hereby
agrees to hold the Board free and harmless from any and all claims for damages, costs, expenses,
and judgments resulting from any claims filed against Contractor and its subcontractors by
employees of either, arising during the scope and course of operations of said Contractor, his
subcontractors, agents or employees in the performance of the Scope of Work.

Contractor, within ten (10) days from being provided with Notice to Proceed, will be required to
execute the Contract and furnish the necessary Contractor’s Performance Bond, or Payment

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Bond along with Certificates of Insurance as described below and other information and
certificates as required from time to time. Failure of the Contractor to execute this Contract, to
supply the required Bonds within ten (10) days, or within such extended period as the Board may
grant, based upon reasons determined adequate by the Board, shall constitute a default and
entitled the Board to recover resultant losses from Contractor’s Bid Bond.

Contractor’s Performance Bond as required herein shall be maintained in force for a reasonable
period of time following completion of the work and receipt of final payment.

Contractor shall procure at its own cost and keep in force the following forms of insurance, in a
form satisfactory to the Board and listing, where possible, the Board as an additional insured:

a) Workers’ Compensation Insurance, including payment to employees of the

Contractor, compensation provided by the Workers’ Compensation law of the State of
Ohio.

b) Liability insurance covering public liability assumed herein, including Contractor’s

liability and automobile liability including trucks, trailers, or other motor vehicles.
Evidence of such insurance, in policy or certificate form, shall be deposited with the
Butler County Purchasing Director. Such insurance shall cover the use of all motor
vehicles engaged in operating within the terms of this Contract on the site of the Scope of
Work to be performed unless such coverage is included in the insurance specified.

c) If any part of this contract is performed by a subcontractor of the Contractor, evidence

of such insurance on behalf of such Contractor shall similarly be provided by the
contractor to the Butler County Purchasing Director in advance of commencement of the
work. Upon receipt of the above information and if such insurance or certificate expires
before completion of Analytical and Sampling Services, it shall be the duty of the
Contractor to furnish renewal certificate.

Such insurance shall name the Board as an Additional Insured along with the Contractor, and
shall hold harmless the Board against all suits and claims arising from or as the result of the
operations of the Contractor and its subcontractors, agents, and employees. The amount of
coverage shall be one million dollars ($1,000,000.00) combined single limit.

8. Remedies

If the Contractor or one or more of its subcontractors shall fail to comply with any of the terms,
conditions, provisions, or stipulations of this Contract, according to the true intent and meaning
thereof, then the Board may avail itself of any remedy available within the provisions of this
Contract or at common law or equity. The Board may also lodge a claim with Contractor’s
performance bond company.

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A subcontractor or materialman who, without justification, is not paid its agreed compensation
by Contractor or a Contractor who is not paid the agreed compensation by the Board shall not
file a mechanic’s lien against the Board’s property but shall avail itself of the lien on public funds
remedy set forth in Ohio Revised Code 1311.25 et seq. Any subcontractor who violates this term
shall remove an unlawful lien with 30 days of being notified of this provision by the Board.

9. Indemnity

The Contractor shall indemnify and save harmless the Board and its officers and employees from
all suits, actions, or claims of any character brought because of any injury to persons or damage
to property received or sustained by any person or property, whether the action be styled a breach
of contract or tortuous act or omission, (by way of illustration but not by way of limitation), on
account of the construction activities, whether proper or improper, by the Contractor or its agents
or subcontractors; on account of or in consequences of any neglect in safeguarding the work;
through use of unacceptable materials or construction methods in the performance of the work;
because of any act or omission, neglect, or misconduct of said Contractor; because of any claims
or amounts recovered from any infringements of patent, trademark, or copyright; from any
claims or amounts arising or recovered under the “Workmen’s Compensation Act”; or any other
law, ordinance, order, or decree to the fullest extent permitted by Ohio law.

The Contractor shall not be held liable to the Board for the negligence of others except that it
may be held liable for the acts or omissions of its subcontractors or agents.

With respect to the operation of the fire suppression system after it is installed, tested, and
accepted by the Board, Contractor shall not be liable for any indirect, incidental or consequential
damages if the system(s) operates as designed when circumstances arise in which the system
should and does activate and perform as it was designed to, even if that system is unsuccessful in
extinguishing a fire. Contractor is not an insurer of the Board’s premises against all casualty,
Contractor is only responsible for placing in service a system which will function as designed
when called upon to function absent unforeseen circumstances which the Board is responsible
for creating or allowing to exist.

10. Performance Bond

At no additional charge to the Board, the Contractor shall provide the Board with a performance
bond in an amount not to exceed the contract price herein stated for Contractor’s portion of the
Work that satisfies the bid documents, the requirements of Ohio Revised Code §307.89, and
Ohio Revised Code §§153.54 through 153.58. Attached to this Contract is a copy of the
Contractor’s performance bond underwritten by an insurer authorized to underwrite suretyship
insurance in the Sate of Ohio. The Performance Bond shall remain in full force and effect
through any guarantee period. If the Contractor shall fail to comply with any of the terms,

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conditions, provisions, or stipulations of this Contract, according to the true intent and meaning
thereof, then the Board may also lodge a claim with Contractor’s performance bond company.

11. Contractor’s Representations and Warranties to Board in Connection with its Work

As an inducement to the Board to be awarded this Contract, Contractor, for itself and for is
agents and subcontractors, hereby represents and warrants to Board in connection with the
performance of the Work that:

a) with respect to all the Work to be undertaken, it possesses and will, at all times,
exercise that level of professional construction care, skill, and experience
necessary to safely and successfully accomplish its Work as it is described in the
Contract Documents in a timely, complete, competent, and safe manner;
b) it will complete its Work in a timely and workmanlike manner consistent with the
level of care and skill ordinarily possessed and exercised by other Contractors
under similar circumstances;
c) it will complete its Work in compliance with all applicable federal, state, and local
laws, regulations, and ordinances;
d) if any of Contractor’s or its agent’s or subcontractor’s completed Work or services
is adjudged defective in that it fails to conform to the requirements of the Scope
of Work and is not in accordance with sound and generally accepted industry
practices and standards (regardless of whether such defect shall occur solely and
directly as a result of Contractor's error, omission, or otherwise), Contractor and
its agents, employees and subcontractors, shall, at no additional cost to the Board,
promptly make such repairs, replacements, and corrections as may be necessary
by reason of defects discovered and brought to Contractor’s attention including
the repair of any damage to other parts of the work resulting from such defects at
no cost to the Board and within ten (10) business days of receiving notice of the
defect and instruction to repair or replace it. In the event that the Contractor
should refuse, neglect or fail to make such repairs, adjustments, or other work that
may be made necessary by a discovered defect, the Board may itself undertake
repairs and charge or withhold from the Contractor the cost thereby incurred.
Repaired or replaced work shall carry the same warranties and guarantees as
original work.;
e) all Work shall be performed using chemically or alcoholically unimpaired,
qualified personnel of sufficient number, and suitable equipment, and materials;
f) to the extent Contractor is free, according to the Contract Documents, to select
and it actually selects materials which are used in the Work (without direction or
interference by the Board), all materials its selects and uses or incorporates into
the Work shall be suitable and of reasonable quality, based on reasonable
architectural, engineering, or construction industry standards for the purpose(s)
for which they are used;

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g) should any of the materials or equipment installed by Contractor, its
subcontractors, agents, or employees under this Contract come with a
manufacturer or supplier warranty or guarantee, Contractor agrees to transfer and
assign to the Board the full manufacturer or supplier’s warranty or guarantee of
machinery, equipment, materials, goods, or products manufactured, and the
warranty of subcontractors, consultants, or specialized services of others and
cooperate and assist the Board in the Board's enforcement thereof. The
Subcontractor's responsibility with respect thereto is, however, expressly limited
to such assignment, cooperation, and assistance.
h) all materials and equipment incorporated in the fire suppression renovations will,
unless otherwise expressly permitted by the Contract Documents, be new, which
shall mean not previously installed, rejected for use in, or used in another project,
and of good quality.
i) unless otherwise agreed in writing, all materials and equipment used at the
direction of the Board in the construction of the fire suppression renovation of the
Site will be the same as is identified in the Contract Documents materials unless
the Board gives written approval for a substitution of an “equal to” item in place
of the specified materials;
j) if the Contractor’s work involves penetrating the exterior walls or roof of the
building, then upon completion of the Contractor’s Work on the fire suppression
renovations at the Site, it will return the roof and exterior walls to the same
airtight and watertight condition as they previously bore prior to Contractor’s
Work penetrating to the exterior;
k) the Board will receive good title, free of any and all liens or encumbrances,
including mechanic’s or materialman’s liens to any materials and equipment
incorporated into the fire suppression renovation of the Site and, to the extent the
foregoing proves not to be true, that Contractor will negotiate a settlement with
and promptly pay its subcontractors and suppliers so as to hold the Board
harmless against the lodging of a lien on public funds or attempts to lodge liens
on the fire suppression renovation of the Site;
l) before mobilizing to undertake the Work, Contractor has visited the Site,
examined the existing conditions and grounds, and has reported to the Board the
conditions which it has discovered which it anticipates will impair or prevent the
progress of its Work on a timely basis or impair or prevent access to said Site;
m) in performing its Work, Contractor will comply with all Ohio and federal safety
laws and regulations which are applicable to the Work being done by Contractor
so as not to knowingly or recklessly expose Contractor’s own employees or other
employees on the site to an unreasonable risk of foreseeable injury. While a
construction site by its very nature cannot be completely free of dangerous
conditions, Contractor will not actively create, allow to be created through
inaction, or perpetuate through its Work, unsafe conditions;
n) it will provide competent superintendence for its portion of the Work;
o) it will perform the work diligently and without unnecessarily interfering with any
other Contractor's or Board employee’s work or other activities of the Board;

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 p) Contractor certifies that it has complied with the Immigration Reform and Control
Act of 1986, or any amendment thereto, and that none of its employees
performing any of the Work are unauthorized aliens;
q) any of Contractor’s or Contractor’s subcontractor’s employees who test positive
for a controlled substance without a legitimate medical reason will not be
assigned to the Work on the Board’s premises, and the Contractor will control the
work assignments of anyone working for it that is taking a prescription drug for a
legitimate medical reason so the person does not present a safety risk to
himself/herself, other personnel, or the Board’s property.

12. Site Conditions (if applicable)

Pursuant to Ohio Revised Code §153.64 and to the extent Contractor’s Work involves
underground excavation on the Site, the Contractor shall call 1-800-362-2764 at least 2 days
before digging. The Board and the Architect have used reasonable diligence to reflect such
information as was received from the utility on the plans and specifications. The Board and the
Architect have relied upon the utility to provide information about the existence and location of
underground utility facilities and accept no responsibility for and make no representation or
warranty as to the accuracy or completeness of such information provided by others.

Contractor shall be responsible for himself and his Subcontractors to have verified the presence
of existing and new underground, or otherwise concealed work or services as shown on the
existing survey and/or as included in the Contract Documents, and shall exercise caution in the
prosecution of its work to avoid disturbing such facilities. Cost for repairs of damages to such
facilities shall be paid for by the Contractor causing the damage.

Test borings, if made, were made for the purpose of assisting the Board in developing design
requirements. If made, logs of these borings will be provided for informational purposes only.
There is no expressed or implied representation that depths or character of material shown are
correct or complete. Conditions affecting the work may differ from those shown in such boring
logs. No claims for additional compensation or for extension of time will be allowed because of
conditions inconsistent with data shown.

The Contractor shall promptly, and before such conditions are disturbed, except in the event of
an emergency, notify the Board by Written Notice of:
1) Subsurface or latent physical conditions at the site that differ materially from
those indicated in the Contract Documents; or
2) Unknown physical conditions at the site, of an unusual nature, that differ
materially from those ordinarily encountered and generally recognized as inherent in work of the
character provided for in the Contract Documents.

The Board shall promptly investigate the conditions, and if he finds that such conditions do so
materially differ and cause an increase or decrease in the cost of, or in the time required for,

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performance of the work, an equitable adjustment shall be made and the Contract Documents
shall be modified by a Change Order. Any claim of the Contractor for adjustment hereunder
shall not be allowed unless he has given the required Written Notice; provided that the Board
may, if he determines the facts so justify, consider and adjust any such claims asserted before the
date of final payment.

13. Choice of Law and Forum and Dispute Resolution

All claims, disputes and other matters in question arising out of, or relating to, the contract or the
breach thereof, except for claims which have been waived by the making and acceptance of final
payment as provided, shall be decided in a court of competent jurisdiction with the Sate of Ohio.
The law of the State of Ohio shall govern the interpretation of this Contract as well as the
performance of the Work. In addition to any remedies the parties may have at law, equity, or
otherwise, the parties may, by mutual agreement, choose to resolve any dispute arising under this
Contract through alternate dispute resolution procedures such as mediation, or, through
arbitration in accordance with the Rules of the American Arbitration Association.

14. No Board Representations or Warranties As To Work Site Conditions

Neither the Board or any of its agents or employees has made any representations or warranties
to Contractor that the Contractor is relying upon concerning the quality, construction, condition
or content of walls or ceilings inside or outside the Work Site. The Board agrees to share any
information it possesses concerning the quality, construction, condition or content of walls or
ceilings inside the Work Site with the understanding and agreement of Contractor that due to
security concerns such information shall not be re-published or re-used by Contractor.
Contractor was aware at the time of bidding of the Work site’s prior use and is aware that such
use might present unusual building conditions that accompanied such prior use. Contractor is
also aware of the planned future use of the Site after completion of the Work.

15. Notices

All notices except or otherwise specifically included herein, will be as follows:

Board of Butler County Commissioners

315 High Street, Sixth Floor
Hamilton, Ohio 45011

Preferred Fire Protection

375 Commercial Drive
Fairfield, Ohio 45014

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16. Safety Representative and Contractor’s On-Site Representative

The Contractor will appoint a member of its "on-site" Management as its Safety Representative.
The Representative will be available for job site meetings with the Board, Architect, and
Insurance Providers to discuss and advise in manners of satisfying the requirements of state and
federal construction safety regulations and maintaining the best possible conditions for reducing
the possibility of accidents. Contractor’s Safety Representative shall be responsible for its own
employees’ workplace and site safety during construction. All agents and employees of
Contractor as well as any Subcontractors will be required to fully cooperate with the Safety
Representative in what may be a formal or informal accident prevention program and in handling
any damage to persons or property which arises at the Work site.

The Contractor will also appoint a member of its "on-site" Management as its On-Site
Representative. The Representative will be available for job site meetings with the Board,
Architect, and Insurance Providers to discuss and advise in manners of involving this Contract
and matters of concern which shall arise during construction involving Contractor. The person
designated Contractor’s On-Site Representative shall have capability and authority to intelligent
discuss and adjust the work schedule and scope (short of a change order), speed and quality of
Contractor’s Work, and be authorized make decisions which will be binding on Contractor.

17. Force Majeure

Neither the Board nor the Contractor shall be liable, either to the other, for loss, damage,
or delay resulting from causes beyond its reasonable control or caused by fire, strike by other
than its own employees, civil or military authority, insurrection or riot, embargoes, or
unavoidable delays in transportation. If because of any strike or other labor disturbance, fire,
lightning, earthquake, or windstorm, or any cause beyond its control, the Board shall be
prevented from furnishing the facilities necessary to enable the Contractor to proceed in the
performance of its contract, or shall consider it inadvisable that material should be delivered or
work done in the performance of this contract, then the Contractor shall, upon written notice
from the Board or the Board's representative, cease deliveries or work as such notification shall
designate until such a time as, in the opinion of the Board, or the Board's representative, the
conditions are such that it is advisable to resume operations. Any time so lost shall be added to
the time herein agreed for the completion of this contract.

The Contractor shall not be liable to the Board for delay in the completion of the Contract if the
delay is due to any cause beyond its control, such as an act of God, war, act of government, fire,
flood, strike by other than its own employees, or sabotage. In case of such delay, the time of
performance shall be extended for a period equal to the time lost by reason of the delay. The
Contractor shall make every effort to keep such delays at a minimum. The Contractor shall give
notice in writing to the Board of the cause and probable duration of any such delay within three
days, excluding weekends and holidays, after learning of the delay or that a delay is imminent.

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The Board will not be held liable for delays in acceptance of the work if the delay is due to any
cause beyond its control, such as an act of God, war, act of government, fire, flood, strike by
other than its own employees, or sabotage. In case of such delay, the time of performance shall
be extended for a period equal to the time lost by reason of the delay.

18. Cancellation or Postponement of the Work

The Board will have the right to cancel this Contract or postpone delivery of the materials and
equipment at any time by giving written notice to the Contractor.

If delivery of the materials and equipment is postponed or canceled by the Board at any time, the
Board will be obligated to pay the Contractor for the proportion of the Contract price which
represents the percentage completion of the Work plus the cost of material and equipment on
order. Said percentage of completion shall reflect reasonable and necessary expenses incurred
and commitments made which cannot be canceled or diverted to other production. Any payments
made by the Board as a result of postponement of delivery shall be deducted from the Contract
price. Any materials and equipment paid for by the Board as a result of cancellation of this
Contract shall become the property of the Board and will be disposed of in accordance with the
Board's instructions.

19. Contractor's Default.

The Board shall have the right to terminate the Work as a whole with or without cause
immediately upon written notice. The Board shall have the right to terminate Contractor’s Work
with or without cause immediately upon written notice. Such termination may or may not give
rise to a cause of action depending on the justification provided.

If the Contractor shall be adjudged bankrupt, or shall become insolvent, or in case it shall fail or
refuse to supply properly skilled workers in adequate numbers, or adequate construction
equipment or materials, or in case the Contractor shall fail or refuse to make prompt payment to
its Subcontractors, for materials or for equipment or for labor, or in case it shall, in the judgment
of the Board, otherwise fail or refuse to perform this Contract in any substantial respect, then the
Board may, without prejudice to any other right or remedy, terminate the Contract and the
Contractor's rights thereunder. The Board may take possession of the Site which shall include
Board's right, but not an obligation, to assume Contractor’s Subcontracts. The Contractor, if
requested to do so, upon receipt of written notice of such termination, shall immediately remove
its employees, representatives, tools, equipment and other property from the Board's premises. If
the Contractor shall fail to effect such removal within a reasonable period, it shall be removed by
the Board at the Contractor's expense. In the event of such termination, the Board shall reimburse
the Contractor for all Work accepted and all Work satisfactorily performed in accordance with
the Contract. Such reimbursement is to be for the percentage of Work completed at the prices

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established herein; subject, however, to the proper deductions for defective Work, damage and
cost sustained by the Board by reason of the Contractor's default or failure to perform.

20. Time for Completion and Liquidated Damages

Time is of the essence. The Contractor shall prosecute the work with the utmost dispatch
consistent with good workmanship and safe construction, and agrees to complete work as
specified not later than specified herein.

No Work shall begin on this Contract until it shall have been executed by both Parties and the
accompanying bonds and proofs of insurance have been provided to the Board.

In accordance with the requirements of O.R.C. §153.19 that all contracts for constructing a
public improvement shall contain a provision in regard to the time when the whole or any
specified portion of work contemplated therein shall be completed and that for each day it shall
be delayed beyond the time so named the Contractor shall forfeit to the owner a sum to be fixed
in the contract, which shall be deducted from any payment due or to become due to the
contractor. The following completion dates are established:

Substantial Completion Date 100% Completion

no date stated 180 days from start of work

Failure to complete the Work within the time prescribed will result in a one hundred dollar
($100.00) penalty for each day beyond the completion date or agreed upon extended completion
date for the project.

Should the Contractor at any time refuse, fail or neglect to supply or procure sufficient properly
skilled workmen or materials of the proper quality, or fail in any respect to prosecute the work
with promptness and diligence, or fail in the performance of any of the agreements herein
contained, the Board shall be at liberty, after three (3) days' written notice to the contractor, to
provide any such labor or materials and to deduct the cost thereof from any money then due or
thereafter to become due to the Contractor under the Agreement; and the Board shall also be at
liberty to terminate the employment of the Contractor for the said work and to enter upon the
premises and take possession for the purpose of completing the work included under the
Agreement, of all materials, supplies, tools, appliances, plant and equipment which the
Contractor may have at the premises for the prosecution of the said work, and to retain the same
as long as may be necessary for the completion of the construction of said work and to employ
any other person or persons to finish the work and to provide the materials therefor; and in case
of such discontinuance of the employment of the Contractor he shall not be entitled to receive
any further payment under the Agreement until the said work shall be wholly finished, at which
time, if the unpaid balance of the amount to be paid under the Agreement shall exceed the
expense incurred by the Board in finishing the work, such excess shall be paid by the Board to

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the Contractor; but if such expense shall exceed such unpaid balance, the Contractor shall pay
the difference to the Board.

No damage for delay claim shall be lodged under this Contract until Contractor has mobilized its
forces on the Work Site and commenced Work. No damage for delay claim against the Board
shall be recognized for delay caused by another Contractor’s delay in performance. Following
mobilization, in order for Contractor to lodge a claim against the Board for delay damages, it
shall be required to inform the Board and Architect in writing that its performance of its Work is
being delayed and provide the reasons the Board is responsible therefor. If the Board and
Architect disagree that a delay claim lies, they shall so inform Contractor within seven days, and
Contractor shall be entitled to resort to its legal remedies. Failure to respond to a delay claim
within seven days shall be considered rejection of it. If the Board and Architect agree that a
delay claim is in order, then the direct cost of the delay claim shall be awarded to Contractor.
However, in no instance shall the Board be entitled to claim home office overhead as a part of a
damage for delay claim.

The Parties shall be free to adjust the time for completion of Contractor’s Work in a written
Change Order, whether or not Contractor’s compensation is also thereby changed.

21. Conditions At the Work Site

Contractor has educated itself fully of the conditions relating to the construction of the project and
the employment of labor thereon. Failure to do so will not relieve a successful bidder of its
obligation to furnish all material and labor necessary to carry out the provisions of the contract.

22. Coordination of the Work; Construction Meetings

The Contractor performing the Work shall, at no additional cost, assume the responsibility of
coordinating its Work with any other Contractor or occupants of the Site so that the Work
proceeds in a safe, orderly and efficient manner. County agrees to coordinate movement of
occupants at the Site to facilitate Contractor’s Work, but County does not agree to vacate or leave
the Site vacant throughout the Contract term.

The Board’s representatives and Contractor and any subcontractors shall meet or a bi-weekly or
more frequent basis to address (by way of illustration only) the progress and coordination of the
Work; the occurrence of conditions in the field since the last meeting which could give rise to a
delay claim; to resolve Work disputes; to resolve drawing conflicts and interpretations; to address
misunderstanding as they shall occur; any unusual events affecting the Work; and to discuss and
agree upon Change Orders.

23. Subcontracting or Assigning Work

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The Board shall have the right to approve all subcontracts or assignments of work equal to or
exceeding $10,000. The Board shall not unreasonably withhold, delay or condition
subcontracting or assignments, but may express final and binding disapproval of a proposed
assignee or subcontractor.

Contractor shall remain responsible for the work of any agent or independent contractor to whom
it assigns its Work, and any assignment or subcontract shall incorporate the terms of this
Contract into its contract delegating its Work.

Should Board need to establish privity of contract with any of Contractor’s subcontractors, then
Contractor agrees to assign the contract to Board or to name Board an intended third-party
beneficiary of the agreement between Contractor and Subcontractor.

24. Acceptance of the Work and Cleaning Up

The Board shall not be considered to have accepted possession or the Contractor’s Work until
payment of the full Contract Compensation due Contractor hereunder unless the Parties
otherwise mutually agree. However, the Board may enter the Site of the Work in order to inspect
the Work undertaken and the progress achieved.

Contractor, at all times during its performance of its Work, shall keep the Work Site free from
accumulation of waste materials or rubbish caused by its activities. At the completion of the
Work, Contractor shall promptly remove all his waste materials and rubbish from and about the
site as well as his tools, construction equipment, machinery and surplus materials, and shall clean
all glass surfaces and shall leave the site "Broom Clean" or its equivalent.

25. Contractor is Employed as an Independent Contractor

Contractor has bid, been awarded, and will complete the Work required by this Contract as an
independent contractor, and not as an agent or employee of the Board. Payments to Contractor
for the work are presumed to include all employment costs, indirect costs, overhead, and taxes
which Contractor will either incur or have to pay in connection with the Work.

Contractor agrees that no authority has been conferred upon it by Board to hire any person(s) on
behalf of Board, and Board undertakes no obligation of any sort to Contractor's employees. It is
understood that the Contractor shall select, engage, and discharge its employees, agents, or
servants and otherwise direct and control their services. It is further understood that for all
purposes of this Agreement, the Contractor is an independent contractor and, as such, the
Contractor agrees to comply with and shall be responsible for all requirements of Federal, State
and Local laws and regulations, including by way of example only and without limiting the
generality of the foregoing, the Fair Labor Standards Act, Labor Management Regulations Act,

16
the Americans with Disabilities Act, all other laws and regulations relating to labor and equal
employment opportunity, Worker's Compensation, Occupational Safety and Health Act, the
Employee Retirement Income Security Act, and the Immigration Reform and Control Act.
Contractor will also comply with all laws concerning qualification to do business and engage in
the work involved under this Agreement and will file all returns and reports required of it and
pay all taxes and contributions imposed upon it. Contractor agrees to indemnify and hold
harmless Board for any liability, damage, cost, or expense Board may suffer as a result of
Contractor's failure to assume or fulfill the obligations set forth in this paragraph.

26. Audit of Contractor’s Records

Owner shall have the right to audit Contractor's books and records prepared or kept in connection
with this Work at all reasonable times and places.

27. Equal Employment Opportunity

Contractor agrees not to discriminate against any employee or applicant for employment
because of age, race, color, religion, sex, or national origin. The Contractor shall comply with
applicable laws, Executive Orders, and regulations concerning nondiscrimination in
employment, including the Equal Opportunity Clause of Section 202, Executive Order 11246, as
amended, which is hereby incorporated by reference.

IN WITNESS WHEREOF, the Parties have hereto set their hand and seals and have executed
this Contract, in quadruplicate, the day and year first above written.

BOARD OF COMMISSIONERS PREFERRED FIRE PROTECTION

BUTLER COUNTY, OHIO

___________________________________ ___________________________________
Gregory V. Jolivette, President Robert R. Peters

___________________________________ President
Charles R. Furmon, Vice President Title

___________________________________
Donald L. Dixon, Member

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