DEW20260030_ACE_MI_Technology_LLC_SDsigned_23jul2025.pdf

Contract Number: DEW20260030

Agreement for Services-MI Technology (effective until February 1, 2026) 1

AGREEMENT FOR SERVICES

This Agreement for Services (hereinafter “Agreement”) is made and entered by and between the State of Ohio, Department of Education and Workforce (hereinafter "DEW"), located at 25 S. Front Street, Columbus, Ohio 43215, and MI Technology LLC. (hereinafter “Contractor”), located at 1001 Broadway #100, Millbrae, California 94030, a foreign for-profit organized and in good standing under the laws of the State of Ohio. In consideration of the mutual promises and obligations contained herein, the parties agree by and between themselves as follows:

I. NATURE OF AGREEMENT

A. Contractor shall be engaged as an independent contractor to fulfill the terms of this Agreement and to act as a contractor to DEW. It is specifically understood that the nature of the services to be rendered under this Agreement are of such a personal nature that DEW is the sole judge of the adequacy of such services.

B. DEW enters into this Agreement in reliance upon Contractor’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and Contractor warrants that it does possess the necessary expertise and experience.

C. Contractor shall perform the services to be rendered under this Agreement and DEW shall not hire, supervise, or pay any assistants to Contractor in its performance of services under this Agreement.

DEW shall not be required to provide any training to Contractor to enable it to perform services required hereunder.

II. SCOPE OF WORK

A. Contractor shall perform the services (the “Work”) set forth in the attached Appendix A, Scope of Work, which is incorporated as part of this Agreement.

B. In order to facilitate the Work, if specified, DEW shall provide the resources set forth in Appendix A, Scope of Work.

III. TIME OF PERFORMANCE

A. The Work shall be commenced on or after the date of an approved purchase order.

B. This Agreement shall be binding upon both parties until February 1, 2026, unless this Agreement is terminated earlier as provided in Article VI, Termination of Contractor’s Services.

C. It is expressly agreed by the parties that none of the rights, duties, and obligations herein shall be binding on either party if award of this Agreement would be contrary to the terms of Ohio Revised Code (“R.C.”) §§ 3517.13, 127.16, or R.C. Chapter 102.

https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-127.16 https://codes.ohio.gov/ohio-revised-code/chapter-102

Agreement for Services-MI Technology (effective until February 1, 2026) 2

IV. COMPENSATION

A. The total of funds to be paid under this Agreement shall not exceed thirty-nine million, four hundred fifty-one thousand, and 00/100 dollars ($ 39,451,000.00), and shall be distributed as follows:

1. Compensation to be paid to the Contractor under this Agreement shall not exceed four hundred fifty-one thousand, and 00/100 dollars ($451,000.00).

2. Funds up to the amount of $39,000,000.00 shall be made available to Contractor for the purposes of crediting eligible accounts and reimbursing approved eligible expenditures as outlined in R. C. § 3310.70(E).

B. The total amount due and its manner and schedule of payment shall be computed according to the cost schedule established in Appendix A, Scope of Work.

C. Contractor shall not be reimbursed for travel, lodging, or any other expenses incurred in the performance of the Work.

D. Contractor must receive a purchase order from DEW prior to filling an order or performing any of the Work.

E. Payment shall be made upon the submission of an invoice approved by DEW. Invoices shall include the following: a unique invoice number, invoice date, purchase order number, contract number, dates goods and/or services were provided, description of goods/services provided (per PO and contract descriptions), Supplier remit to information which must match what is on file, and amount due. Contractor is expected to complete any deliverable within the requested fiscal year as stated in “Appendix A.” The final invoice under this Agreement will be submitted by the Contractor to DEW no later than forty-five (45) days after the Agreement’s expiration date. Contractor shall submit all invoices via email to the following email address:

Fiscal.management@education.ohio.gov.

F. Contractor is required to provide electronic funds transfer (EFT) payment information and maintain such an account for all associated payments. Contractor may sign up at http://www.supplier.obm.ohio.gov/

G. DEW may use the Ohio Payment Card to pay for services that do not exceed Five Thousand and 00/100 Dollars ($5,000.00) per invoice, unless the Office of Budget and Management approves a higher limit. Contractor may process a payment in the payment card network only upon delivery and acceptance of the supplies or services ordered. For partial deliveries or performance, Contractor may only process a payment for the amount delivered or completed. Upon completion of the delivery of remaining supplies or services, Contractor may process a payment request in the payment card network for the remainder of the order. Contractor will receive payment through its merchant bank within the time frame agreed upon between Contractor and its merchant bank.

Contractor should expect normal processing fees from its merchant bank for payment card transactions which may not be passed on to DEW.

H. OhioBuys. This Agreement will become part of OhioBuys (per State of Ohio Procurement Policy), an electronic procurement system which provides contract and catalog hosting and management services. Ordering agencies utilize this system to track and monitor procurement, solicitation, and https://codes.ohio.gov/ohio-revised-code/section-3310.70 https://ohiopays.ohio.gov/ mailto:Fiscal.management@education.ohio.gov http://www.supplier.obm.ohio.gov/ https://das.ohio.gov/buying-and-selling/policies/purchasing-goods-and-services-pm-01

Agreement for Services-MI Technology (effective until February 1, 2026) 3 contracting of goods and services. When this contract becomes part of OhioBuys, the Contractor agrees to maintain and support its Supplier account and notify DEW when such updates have been made.

V. APPROPRIATION OF FUNDS

A. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, R.C. § 126.07, have been met, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that DEW gives Contractor written notice that such funds have been made available to DEW by DEW’s funding source.

VI. SUSPENSION OR TERMINATION OF CONTRACTOR’S SERVICES

A. DEW may, at any time prior to completion of the Work, suspend or terminate this Agreement with or without cause by giving written notice to Contractor.

1. TERMINATION FOR NON-APPROPRIATION OF FUNDS. Without limiting the generality of the foregoing, DEW may suspend or terminate this Agreement, in whole or in part, for lack of sufficient appropriation of the necessary funds, or other withdrawal, reduction, or limitation in any way of the necessary funds, including, without limitation, lack of availability of funds, by providing written notice to Contractor. Such suspension or termination is in addition to DEW’s rights to terminate for convenience or cause.

B. In the event that the Work includes divisible services, DEW may, at any time prior to completion of the Work, by giving written notice to Contractor, suspend or terminate any one or more such portions of the Work.

C. Contractor, upon receipt of notice of suspension or termination, shall cease work on the suspended or terminated activities under this Agreement, suspend or terminate all subcontracts relating to the suspended or terminated activities, take all necessary or appropriate steps to limit disbursements and minimize costs, and, if requested by DEW, furnish a report, as of the date Contractor receives notice of suspension or termination, describing the status of all Work, including, without limitation, results, conclusions resulting therefrom, and any other matters DEW requires.

D. Contractor shall be paid for services rendered up to the date Contractor receives notice of suspension or termination, less any payments previously made, provided Contractor has supported such payments with detailed factual data containing Work performed and hours worked. In the event of suspension or termination, any payments made by DEW for which Contractor has not rendered services shall be refunded.

E. In the event this Agreement is terminated prior to completion of the Work, Contractor shall deliver to DEW all work products and documents which have been prepared by Contractor in the course of performing the Work. All such materials shall become and remain the property of DEW, to be used in such manner and for such purpose as DEW may choose.

F. Contractor agrees to waive any right to, and shall make no claim for, additional compensation against DEW by reason of any suspension or termination.

https://codes.ohio.gov/ohio-revised-code/section-126.07

Agreement for Services-MI Technology (effective until February 1, 2026) 4

VII. RELATIONSHIP OF PARTIES

A. It is expressly understood that Contractor and DEW are contractors independent of one another, and that neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other.

B. It is further understood that neither Contractor nor its employees or agents are “employees” of DEW as the term is used in division (F) of R.C. § 124.01 and, therefore, are not eligible for vacation, medical insurance, sick leave, parental leave, leave of absence, tenure, bumping rights, retirement, or any other benefits or rights, which are incidents of public employment subject to the civil service laws of Ohio. Moreover, Contractor is responsible for compliance with any labor laws and contracts as it pertains to any union employees under its employment.

C. Contractor shall be responsible for all of its own business expenses, including, but not limited to, computers, email and internet access, software, phone service, and office space. Contractor will also be responsible for all licenses, permits, employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any.

VIII. RECORD MAINTENANCE AND ACCESS

A. During performance of this Agreement and for a period of three (3) years after its completion, Contractor shall maintain auditable records of all charges pertaining to this Agreement and shall make such records available to DEW as DEW may reasonably require.

B. Contractor shall, for the purpose of compliance with R.C. § 145.036, provide DEW with a list of all individuals who will provide personal services under this Agreement, but only if Contractor has no more than four employees.

C. Inspection and Copying. At any time during normal business hours and upon not less than twenty-four (24) hours prior written notice, Contractor shall make available to DEW, its agents or other appropriate State agencies or officials all books and records regarding this Agreement which are in the possession or control of Contractor, including, but not limited to, financial reports, and all other information pertaining to Contractor’s performance of its obligations under this Agreement. DEW, its agents and other appropriate State agencies and officials may review, audit, and make copies of such books and records. Any such inspection of books and records will be undertaken in such a manner as not to interfere unreasonably with Contractor’s normal business operations.

D. Document Accessibility. If contractor creates documents that will be posted to external or internet websites, Contractor must comply with Section 508 of the Rehabilitation Act, 29 USC 794(d), which gives disabled employees and members of the public access to information that is comparable to access available to others.

IX. RELATED AGREEMENTS

A. All Work is to be performed by Contractor, who may subcontract without DEW’s written approval for the purchase of articles, supplies, components, or special mechanical services that do not https://codes.ohio.gov/ohio-revised-code/section-124.01 https://codes.ohio.gov/ohio-revised-code/section-145.036 https://www.section508.gov/manage/laws-and-policies/section-508-law/

Agreement for Services-MI Technology (effective until February 1, 2026) 5 involve the type of work or services described in Appendix A, Scope of Work, but which are required for satisfactory completion of the Work.

i. Contractor shall not enter into subcontracts related to the Work without prior written approval by DEW. All subcontracted work shall be at Contractor’s expense.

ii. Contractor shall furnish to DEW a list of all subcontractors, their addresses, tax identification numbers, and the dollar amount of each subcontract.

B. Contractor shall bind its subcontractors to the terms of this Agreement, so far as applicable to the work of the subcontractor and shall not agree to any provision which seeks to bind DEW to terms inconsistent with, or at variance from, this Agreement.

X. RIGHTS IN DATA AND COPYRIGHTS/PUBLIC USE

A. DEW shall have unrestricted authority to reproduce, distribute, and use (in whole or in part) any reports, data, or materials prepared by Contractor pursuant to this Agreement. No such documents or other materials produced (in whole or in part) with funds provided to Contractor by DEW shall be subject to copyright by Contractor in the United States or any other country. If Contractor has reason to believe that use of a specified item is subject to patent or copyright protection, Contractor shall immediately notify DEW.

B. Contractor agrees that all original works created under this Agreement shall be made freely available to the general public to the extent permitted or required by law until and unless specified otherwise by DEW. Any requests for distribution received by Contractor shall be promptly referred to DEW.

XI. CONFIDENTIALITY AND FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT

(FERPA)

A. Contractor shall comply with all applicable provisions of Ohio and federal laws including the Family Educational Rights and Privacy Act (hereinafter “FERPA”) or its state equivalent. FERPA includes any amendments or other relevant provisions of federal law, as well as all requirements of Chapter 99 of the code of Federal Regulations title 34. Nothing in this Agreement shall be construed to allow either party to maintain, use, disclose, or share student information in a manner not allowed by either state or federal laws or regulations.

B. As used herein, “confidential information” means any and all information provided in any form from one party to the other which is, by its nature, information that a prudent businessperson would maintain as confidential. “Personal information,” as described in R.C. § 1347.01(E), includes personally identifiable student information or educational records defined by FERPA.

C. Each party shall use confidential information only in connection with completing the terms of this Agreement as set forth herein. Each party agrees to use reasonable efforts to safeguard confidential information. “Reasonable efforts” means efforts not less than those a party employs to protect its own confidential information and, in any event, efforts not less than those a prudent businessperson would take to protect his or her own confidential and proprietary information. No party shall, without the prior written approval of the other party, directly or indirectly, disclose confidential information to any person or business entity except its own employees and representatives, including attorneys, accountants, and financial advisors, on a need-to-know basis.

https://www.ecfr.gov/current/title-34/subtitle-A/part-99?toc=1 https://codes.ohio.gov/ohio-revised-code/section-1347.01

Agreement for Services-MI Technology (effective until February 1, 2026) 6

D. If Contractor experiences any breach of data security that exposes confidential information, that party shall bear all costs to notify every individual whose confidential information may have been compromised.

E. The Contractor agrees not to use advertising, news releases, sales promotions, or other publicity matters relating to any product or service furnished by the Contractor wherein DEW’s name is mentioned, or language used from which a connection with DEW may be reasonably inferred, without the prior written consent of DEW.

F. Any obligations under this Agreement regarding confidentiality are subject to applicable law, including the Ohio Public Records Act set forth in R.C. Chapter 149. The disclosure of records by DEW pursuant to the Ohio Public Records Act shall not be a breach of this Agreement and shall not constitute a waiver of Contractor’s obligations under this Article XI as to any records disclosed pursuant to a request for public records.

XII. LIABILITY

A. Contractor agrees to indemnify and hold DEW and the State of Ohio harmless and immune from any and all claims for injury or damages arising from this Agreement which are attributable to Contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third party agents, or joint venturers while acting under this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime, or employment matters, and any claims involving patents, copyrights, and trademarks.

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

C. In no event shall either party be liable to the other party special damages, which include lost profits.

XIII. ANTITRUST ASSIGNMENT

A. Contractor assigns to DEW all state and federal antitrust claims and causes of action that relate to all goods and services provided for in this Agreement.

XIV. CONTRACTOR’S STATUTORY OBLIGATIONS

A. COMPLIANCE WITH LAWS. Contractor, in the execution of its duties and obligations under this Agreement, agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances.

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

C. NONDISCRIMINATION OF EMPLOYMENT. Pursuant to R.C. § 125.111, Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor, shall not discriminate, by reason of race, color, religion, sex, sexual orientation, age, disability, military status as defined in R.C. § 4112.01, national origin, or ancestry against any https://codes.ohio.gov/ohio-revised-code/chapter-149 https://codes.ohio.gov/ohio-revised-code/section-125.111 https://codes.ohio.gov/ohio-revised-code/section-4112.01

Agreement for Services-MI Technology (effective until February 1, 2026) 7 citizen of this state in the employment of any person qualified and available to perform the Work.

Contractor further agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of the Work on account of race, color, religion, sex, sexual orientation, age, disability, military status, national origin, or ancestry.

D. USE OF MBE AND EDGE VENDORS. Pursuant to R.C. § 125.081 requires state agencies to set aside purchases for Minority Business Enterprises (“MBE”) and Executive Order 2008-13S encourages use of Encouraging Diversity, Growth and Equity (“EDGE”) businesses. DEW encourages Contractor to purchase goods and services from Ohio-certified MBE and EDGE vendors.

E. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. Contractor acknowledges and agrees neither Contractor nor any of its individual employees providing personal services under this Agreement are public employees for the purposes of R.C. Chapter 145. DEW will not make contributions to the public employees’ retirement system on behalf of any individuals employed by Contractor, or its subcontractors or other agents. Contractor certifies that it is an employer with five or more employees as defined as a “business entity” in R.C. § 145.037(A) for the purposes of the application of R.C. Chapter 145, or that it has completed the necessary forms through OhioBuys if Contractor is an employer with no more than four (4) employees.

XV. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

A. EQUAL EMPLOYMENT OPPORTUNITY. The Contractor will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including R.C. §125.111 and all related Executive Orders. Before a contract can be awarded or renewed, an Affirmative Action Plan must be submitted to and approved by the State of Ohio.

B. CONFLICTS OF INTEREST/ETHICS. 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 Conflict of Interest laws including but not limited to Chapter 102 and R.C. §§ 2921.42 and 2921.43. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws or otherwise presents a conflict of interest.

C. QUALIFICATIONS TO DO BUSINESS. Contractor affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If Contractor becomes disqualified from conducting business in the state of Ohio for any reason at any time during the term of this Agreement, Contractor will immediately notify DEW in writing and will immediately cease performance of the Work.

D. CAMPAIGN CONTRIBUTIONS. Contractor hereby certifies that neither it, nor any person described in R.C. § 3517.13 (I) or (J), nor the spouse of any such person, has made, as an individual, within the two previous calendar years, one or more contributions to the governor or the governor’s campaign committees totaling in excess of the limitations specified in R.C. § 3517.13.

E. FINDINGS FOR RECOVERY. Contractor warrants that it is not subject to an “unresolved” finding for recovery under R.C. § 9.24. If the warranty is false on the date the parties signed this Agreement, the Agreement is void ab initio, and the Contractor shall immediately repay any funds paid under this Agreement.

https://codes.ohio.gov/ohio-revised-code/section-125.081 https://codes.ohio.gov/ohio-revised-code/section-145.037 https://codes.ohio.gov/ohio-revised-code/chapter-145 https://codes.ohio.gov/ohio-revised-code/section-125.111 https://codes.ohio.gov/ohio-revised-code/chapter-102 https://codes.ohio.gov/ohio-revised-code/section-2921.42 https://codes.ohio.gov/ohio-revised-code/section-2921.43 https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-9.24

Agreement for Services-MI Technology (effective until February 1, 2026) 8

F. DEBARMENT. Contractor represents and warrants that neither it, nor any of its subcontractors, are debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Contract is void ab initio, and the Contractor shall immediately repay any funds paid under this Contract.

G. EXPENDITURES OF PUBLIC FUNDS ON OFFSHORE SERVICES. Contractor affirms to have read and understands Executive Order 2019-12D issued by Ohio Governor Mike DeWine.

Contractor shall perform no services required under this Agreement or locate State data in any way outside of the United States.

Contractor also affirms to have read and understands Executive Order 2022-02D issued by Ohio Governor Mike DeWine. Contractor has signed and completed the Standard Affirmation and Disclosure Form and shall perform no services in Russia, locate State data in Russia in any way, or purchase from or invest in Russian institutions or companies.

H. BOYCOTTING. Pursuant to R.C. § 9.76, Contractor hereby declares that it is not boycotting any jurisdiction with whom the State of Ohio can participate in open trade, including the nation of Israel, and will not do so during the term of this Agreement.

I. MATERIALS AND EQUIPMENT. Contractor warrants to DEW that all materials and equipment furnished under this Agreement shall be new and of good quality unless otherwise required or permitted by the Agreement, that the Work shall be free from defects not inherent in the quality required or permitted, and that the Work shall conform to the requirements of the Agreement.

XVI. MISCELLANEOUS

A. CONTROLLING LAW. This Agreement and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the state of Ohio. Contractor consents to jurisdiction in a court of proper jurisdiction in Franklin County, Ohio.

B. WAIVER. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Agreement will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

C. SURVIVAL. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, publicity, warranties, and limitations on damages shall survive the termination of this Agreement. In addition, to the extent necessary to carry out the purpose of this Agreement, all other terms, conditions, representations or warranties contained in this Agreement will survive the expiration or termination of this Agreement.

D. SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights, duties, or obligations hereunder may be assigned or transferred in whole or in part by Contractor, without the prior written consent of DEW.

E. NOTICES. For any notice under this Agreement to be effective, the notice must be in writing and:

1) hand delivered with delivery acknowledged in writing; 2) sent by U.S. Certified mail, return receipt requested, postage prepaid; 3) sent by overnight delivery service (Fed Ex, UPS, etc.) with receipt; or 4) sent by email.

https://governor.ohio.gov/media/executive-orders/2019-12d https://governor.ohio.gov/media/executive-orders/Executive-Order-2022-02D https://codes.ohio.gov/ohio-revised-code/section-9.76

Agreement for Services-MI Technology (effective until February 1, 2026) 9

F. CONFLICT. In the event of any conflict between the terms and provisions of the body of this Agreement and any exhibit hereto, the terms and provisions of the body of this Agreement shall control.

G. HEADINGS. The headings in this Agreement have been inserted for convenient reference only and shall not be considered in any questions of interpretation or construction of this Agreement.

H. SEVERABILITY. If any provision of the Contract or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Contract will remain in full force and effect.

I. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto and shall not be modified, amended, or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto. This Agreement supersedes any and all previous agreements, whether written or oral, between the parties.

J. AMENDMENTS OR MODIFICATIONS.

i. DEW reserves the right to right to reduce the Scope of Work set forth in Appendix A by providing written notice to the Contractor.

ii. DEW may document non-material changes in writing and provide notice to the Contractor.

iii. Any other change to this Agreement will not be effective unless it is in writing and signed by both parties to the Agreement.

K. EXECUTION. This Agreement is not binding upon DEW unless executed in full and is effective as of the last date of signature by DEW.

L. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

M. ELECTRONIC SIGNATURES. Any party hereto may deliver a copy of its counterpart signature page to this Agreement electronically pursuant to R.C. Chapter 1306. Each party hereto shall be entitled to rely upon an electronic signature of any other party delivered in such a manner as if such signature were an original.

N. ASSIGNMENT. Neither this Agreement nor any rights, duties, or obligations described herein shall be assigned or subcontracted by Contractor without the prior express written consent of DEW.

[SIGNATURE PAGE FOLLOWS]

https://codes.ohio.gov/ohio-revised-code/chapter-1306

Agreement for Services-MI Technology (effective until February 1, 2026) 10

Each party is signing this Agreement on the date stated below that party’s signature.

CONTRACTOR

MI Technology LLC

OHIO DEPARTMENT OF EDUCATION AND

WORKFORCE

By: By:

Printed Name: Stephen D. Dackin

Title: Director

Date: Date:

July 23, 2025

10127640 Stamp

Agreement for Services-MI Technology (effective until February 1, 2026) 11

Appendix A: Scope of Work

Background Contractor shall provide professional services to the Ohio Department of Education and Workforce (“DEW”). Contractor will provide services, maintenance, and support for the Afterschool child enrichment educational savings account (“ACE”) program as outlined in R. C. § 3310.70.

For Ohio’s ACE program, the Contractor will coordinate the complex ecosystem of state agencies, families and children, and education service providers within its user-friendly platform. The Contractor’s technology and collaborative partnership approach will ensure that every child in Ohio is given the chance to success and thrive and provide DEW with real-time data on program success.

Account Monitoring The Contractor will monitor account activity to ensure program monies are spent appropriately, including preventing transactions with vendors who have not been qualified or for goods and flagging accounts suspected of unapproved purchases. In addition, the Contractor will run periodic reviews on at least 10% of transactions made on the platform against standard behavior patterns to identify anomalies or inconsistencies commensurate with fraudulent behavior. Results of these reviews will be shared with DEW upon completion. Digital payment and reimbursement will be utilized to disburse the majority of funds and allow for an additional level of internal control to verify and monitor purchases for fraudulent activity.

The Contractor’s platform allows for immediate policy and eligibility status updates to be made allowing removal of participants and providers who have engaged in fraudulent activity. All disqualified participants and providers will receive an email with the reason for their disqualification and their organizational profiles and/or accounts will be suspended and/or removed from the platform. The Contractor will allow organizations and families the opportunity to appeal a disqualification via a written form. All appeals will be presented to DEW for review.

Customer Support The Contractor’s Customer Success team will provide both email (help@aceohio.org) and telephone ((567) 267-7700) support for ACE program participants to ensure a positive user experience and reduce inbound calls to DEW and partner organizations. Customer support will be provided Monday through Friday 8 am-7 pm EST. The Contractor will provide support to participants with claim submission and processing, service providers, and account set up upon approval.

Education Marketplace The Contractor will maintain its education marketplace with a targeted group of QESPs designed to meet the diverse needs of Ohio’s children and families. Examples of education marketplace QESPs are included in Appendix B.

https://codes.ohio.gov/ohio-revised-code/section-3310.70 mailto:help@aceohio.org

Agreement for Services-MI Technology (effective until February 1, 2026) 12

Both active and prospective families will be able to access the QESP Education Marketplace to learn about participating providers, including their offerings and programs. Links to the marketplace will be provided to scholarship participants, who can instantly access the application to submit a qualified educational expense from within the marketplace.

Families will have access to the Contractor’s marketplace of all QESP’s with three paths to disburse funds from their ACE program accounts.

Method One Reimbursement for a Pre-Qualified Educational Service Provider (QESP)

a. Participants submit a valid paid invoice with proof of payment from a QESP.

b. Upon invoice validation, funds will be disbursed to the participant based on the verified payment information they have submitted for reimbursement

c. Reimbursement status will be made available to the participant via email.

Method Two Direct Disbursement to Pre-Qualified Educational Service Provider

a. Participants submit a valid unpaid invoice from a QESP

b. Upon invoice validation, direct disbursement will be made to the QESP based on the payment information submitted during application

c. Disbursement status will be made available to the participant via email. Further notification of disbursement status will be sent to the QESP upon submission of the invoice.

Method Three Reimbursement for Non-Pre-Qualified Educational Service Provider

a. Participants submit a valid paid invoice with proof of payment from a Non-QESP.

Participants must also submit key information about the educational service(s) provided to ensure the provide can be validated for qualification.

b. Upon validation, funds will be disbursed to the participant based on the verified payment information submitted for reimbursement.

c. Status of reimbursement will be made available to participants via email

d. Entities qualified via this process will be offered the opportunity to become a QESP and be provided with a QESP application should they choose to become pre-qualified. Otherwise, they will continue to be pre-qualified and receive emails for future claims processing but will not be added to the marketplace or have access to the ACE OH application.

Program Administration The cost for the Contractor is contingent upon DEW’s provision of reasonable cooperation, timely approvals, and complete and accurate information as necessary for Contractor to complete its obligations hereunder. The parties acknowledge that the timeframes for Contractor’s completion of the milestones set forth below will be reasonably adjusted by the parties in good faith in the event of unanticipated delays or delays caused by the DEW.

Timeline

• Claim expenditures take place by September 1, 2025

• Claims submitted by parents no later than October 15, 2025

• All claims paid out by December 31, 2025

Agreement for Services-MI Technology (effective until February 1, 2026) 13

• DEW close out the program January 1, 2026 through March 31, 2026

Stage 1: July 2025 - January 31, 2026 $451,000

• Contractor activates implementation team for FY2026

• Help Center is maintained for continuity of support through FY2026

Budget Deliverable QTY Unit of Measure Unit Cost Extended Cost Program Administration 1 Amount $451,000 $451,000 Claims Reimbursement 1 Amount $39,000,000 $39,000,000 Total: - - - $39,451,000

Funds for Accounts Funds up to the amount of $39,000,000.00 shall be made available to Contractor for the purposes of crediting eligible accounts and reimbursing approved eligible expenditures as outlined in R. C. § 3310.70(E). Funds are subject to availability of federal appropriations, DEW reserves the right to reduce account funds by providing written notice to Contractor.

https://codes.ohio.gov/ohio-revised-code/section-3310.70

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Appendix B: ACE PROGRAM ADMINISTRATION GUIDANCE

ALLOWABLE ACTIVITIES

• Before or after-school educational programs

• An educational program means an activity aligned to state academic standards* that develops academic knowledge and is designed to accelerate learning.

• *English language arts, Mathematics, Science, Social Studies, Computer Science, Physical Education, Technology, Financial Literacy and Entrepreneurship, Fine Arts, and Foreign Language

• Day camps

• Includes camps for academics, music, and arts

• Day camps may not be provided at a private residence

• Parents may receive reimbursement for fees associated with the daytime portion of the camp program

• Curriculum and materials for homeschool families

• For families engaged in home education whose children have been excused from compulsory education ACE funds may be used to obtain curriculum materials.

• STEM kits – electrical components are allowed.

• Curriculum may include home education co-ops

• Educational, learning or study skills services

• Field trips

• Includes day trips to historical landmarks, museums, science centers, and theaters, including the child’s admission, exhibit and program fees;

• Transportation fees related to attending field trips are allowable

• Field trips should be “day” trips-no overnight stays

• 2-3 day trips Washington, D.C. is the only exception to single day field trip requirement

• Language classes

• Music lessons

• Pre-recorded lessons are allowable.

• Tutoring

UNALLOWABLE ACTIVITIES

Below is a list of unallowable activities under the ACE program. No claims should be reimbursed for any of the following activities. As of March 28, 2025, direct academic services only may be reimbursed with ACE funds. This list includes the most common examples received under the program. This is NOT an all-inclusive list.

• Amusement Park admissions

• Childcare

• Club memberships (museum and zoo memberships are acceptable)

• College essay/application prep

• College tours

• Costumes for recitals

• Cosmetology related programs

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• Driver’s education courses

• Electronic devices

• Fees related to leagues, tournaments, competitions, and recitals

• Group tutoring or lessons

• Online or virtual camps

• Pay to play fees

• Programming that covers CTE, life skills, health, holistic development, and social-emotional programs

• Purchase of musical instruments and other hardware

• School tuition

• Specific test prep (SAT, ACT, Standardized Testing)

• Testing fees

• Therapy, counseling, or behavioral intervention

• Uniforms and other clothing merchandise

INVOICE GUIDANCE

Invoices must include:

• Invoice date

• Name and address of the provider

• Name and address of the parent

• Name of the student

• Individual dates of service

• Unit cost/cost per session for services (for example tutoring $20 per hour, $100 per week, etc.)

and total number of units (for example 3 hours at $20 per hour, total $60 dollars)

• Description of allowable service (e.g., tutoring, music lessons, afterschool program)

• Indication that the invoice had been reviewed and approved by the parent/guardian

If invoices do not provide all the above items, claims should be rejected, and a new invoice submitted for review. Expedite review of resubmitted invoices.

Schedule of Fees

• A schedule of fees must appear on the provider’s website or be submitted as part of the provider’s application.

• Fees included on invoices must align with fee schedules online or submitted.

• Fees posted in the Marketplace must align with online or submitted fee schedule.

• Fees should be the same for students with ACE accounts and non-ACE participants.

• Fees on invoices that do not align with the published fee schedule should be rejected until the fees are corrected to match the published fee schedule.

CLAIM GUIDANCE

• Approval Notification

• Claims should not receive notification of approval until DEW officially approves the invoice that includes the claim.

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• Thirty-Day Guidance

• Claims that will be paid directly to a vendor cannot be invoiced for services more than 30 days in advance.

• Exception: Reimbursement to parents for camps may be paid more than 30 days before the dates of service.

• Claims that will reimburse parents for services whose dates of service are in the past may include multiple months.

PROVIDER GUIDANCE

• Refer to Provider Matrix (Appendix E) for more specified guidance for qualifying service providers.

• Special Education (Peterson/Autism Providers): The Peterson and Autism Scholarship programs are available to provide special education/intervention(instruction) and related services (e.g., OT, PT, tutoring) for awarded students to achieve IEP or education plan goals.

Education [instructional] and intervention services are provided by a chartered nonpublic school or a parent/guardian in the case of students being home educated. Related services are provided by approved private providers.

ACE funds are not available to pay for tuition for chartered nonpublic schools or related services designed to achieve student IEP goals.

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Appendix C: Claims Payment Process

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Appendix D: Selecting Audit Samples

Selecting Audit Samples

Select Audit Samples using the criteria below in each MOA.

Sample Size: 10-30% of overall claims in the MOA must be selected for the audit sample.

Services include, but are not limited to, the examples below:

1. Sort by the Service Provider Name alphabetically from A to Z

a. Identify the number of claims for each service provider.

b. Identify service Providers that have little to no history.

2. Compare Service Provider names against the list of Providers removed due to failed compliance reports, current provider audit or investigation, and/or are on payment hold.

Remove claims for these Providers from the invoice, add the claim to the errors sheet, and mark as “on hold.”

a. Note: Non-ACE claims may have similar-looking misspellings from P/G input during claim submission, and Provider names can be similar while being a completely different business.

3. Use the following selection criteria to populate the sample;

a. High/Maximum claim amounts = $500-$1000.

b. Clain amount with high, round numbers

c. Claim amounts that are high compared to typical individual service costs for the category

4. Service Providers that are known to provide services that are not within the scope of ACE. For example:

a. Removed QESPs, with claims submitted as Non-ACE.

b. Curriculum and materials Providers that sell unallowable goods

c. QESPs that provide group tutoring as well as one-on-one tutoring

5. Service Providers with a high or unusual number of claims. For example:

a. High number of claims from 1-2 families, but no other recent claims

b. Hugh number or spike of claims in a short period or single day (claims appear to be submitted in a batch or batches)

c. Service Providers that have little to no claims history

d. Big Retailer (BR) claims are not included in audit samples since two Audit Team members have already screened them.

6. When a claim is selected for the audit sample, the auditor not only looks for compliance with that claim or service Provider, but also for any patterns or concerns with any other claims submitted by the same family.

7. If a claim selected for the audit sample fails the compliance review, additional claims on the same MOA for the service provider and/or family will also be selected for compliance review depending on the reason for failure. For example:

a. Claim 01 fails due to documentation ineligibility with an incorrect student name on the document. Claim 02 for the same family would be selected for review to identify if the issue is consistent or isolated to a single claim.

b. Claim 01 fails due to program or item ineligibility. Additional claims for the service Provider will be selected to verify the service or item is not included in additional claims.

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i. If an ineligible item or service is found in multiple claims for different families, a compliance review of the service provider [QESP] should be conducted following the audit.

8. Once the audit is complete, claims will either have their hold status removed and be kept on the MOA, or will be rejected and removed from the MOA based on the criteria above.

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Appendix E: Qualified Service Provider Matrix Category Admin & Business Legal Check Service/Program Offering Requirements

Tutoring

Business

- Business License: Must be a valid license and on the Secretary of State website

- Business must be aligned with services offered

- Website with listed declared services *Required for all org types except Sole Proprietor

Admin

- Professional credentials that show ability to provide the services organization offers --- For example, a degree, professional license, resume with relevant job skills, or certification *Demonstrate qualification with a degree, certificate, educational credits, or relevant work experience to conduct an educational program.*

- ACE providers must primarily serve individuals ages 6-18 and demonstrate experience providing educational programs for the age group.

- Criminal Background Check

- Sex offender registry check

- Current Gov't ID

- Grades qualified (or licensed) to Tutor

Price list of declared services

Location where services are provided

Content areas offered

Service agreement - Including refund policy

Policy Handbook*

Description of educational value of services

Lesson plan Sample Lesson Plan must include, at a minimum:

- An objective/standard

- Activity

- Assessment of understanding of a subject.

Sample work completed by student (Please, no personally identifiable information.)

Sample Receipt - Date of purchase, date of service (Date ranges are not acceptable), name and address of the parent and/or student, name and address of the Provider, amount of sale, payment status, description of allowable service (e.g., tutoring, music lessons, afterschool program)

Optional Sample Invoice - Invoice date, name and address of the provider, name and address of the parent, name of the student, individual dates of service, unit cost/cost per session for services (e.g., tutoring $20 per hour, $100 per week, etc.) and total number of units (e.g., 3 hours at $20 per hour, total $60 dollars), description of allowable service(s) (e.g., tutoring, music lessons, afterschool program), and indication that the invoice has been reviewed and approved by the parent/guardian (for pay-to-provider claims) No more than 30 days in advance.

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Day Camps

Business -Business License: Must be a valid license and on the Secretary of State website Business must be aligned with services offered -Website with listed declared services *Required for all org types except Sole Proprietor

Admin Professional credentials that show ability to provide the services organization offers --- For example, a degree, professional license, resume with relevant job skills, or certification *Demonstrate qualification with a degree, certificate, educational credits, or relevant work experience to conduct an educational program.*

- ACE providers must primarily serve individuals ages 6-18 and demonstrate experience providing educational programs for the age group. - Criminal Background Check

- Sex offender registry check

- Current Gov't ID

- Employment Verification Letter giving Admin permission to act on the orgs behalf or Admin is listed on Business License

Price list of declared services The lowest price cannot be $0 or specifically targeting ACE students.

Location where services are provided. Cannot be a private residence. Must be in person.

Service Agreement examples include:

-Cancelation policy -Hours of operation -Refund policy -Payment schedule -Important dates -Privacy policy

Policy Handbook examples include:

-Dress code -Code of conduct -The number of students attending -Behavioral expectations, -Medical forms -Transportation policy

Description of educational value of services Registration form

Day Camp Schedule/ itinerary (listing educational content)

Educational Alignment

Sample Receipt - Date of purchase, date of service, name and address of the parent and/or student, name and address of the provider, amount of sale, payment status, description of allowable service (e.g., tutoring, music lessons, afterschool program)

Optional Sample Invoice - Invoice date, name and address of the provider, name and address of the parent, name of the student, individual dates of service, unit cost/cost per session for services (e.g., tutoring $20 per hour, $100 per week, etc.) and total number of units (e.g., 3 hours at $20 per hour, total $60 dollars), description of allowable service (e.g., tutoring, music lessons, afterschool program), and indication that the invoice has been reviewed and approved by the parent/guardian (for pay to-provider claims) No more than 30 days in advance.

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Before/Afterschool Educational Programs

Business -Business License: Must be a valid license and on the Secretary of State website -Business…