Fully_Executed_57087-1_-_OMIS_SFY26_ODRS_Moderization_System_Project_-_CGI__-_Award_1_ARM_v4.pdf

Contract Number 57087-1

ODH Standard Award Contract Rev 5-2025 Page 1 of 19 Confidential

OHIO DEPARTMENT OF HEALTH

CONTRACT

This Contract is between:

Ohio Department of Health (“ODH”) CGI Technologies and Solutions Inc.

Office of Management Information Systems (OMIS), N/A, Heath Murphy, Vice President Consulting Services (“Authorized Representative”)

Nathan Huskey, CIO (“ODH Contract Manager”)

570 Polaris Parkway Suite 200

246 North High Street AND Westerville, Ohio 43082

Columbus, Ohio 43215 614-937-6682

614-644-4297 Heath.Murphy@cgi.com nathan.huskey@odh.ohio.gov Vendor OAKS #0000089646

For the purpose of this Contract, the term “Party” or “Parties” may be used to refer to either ODH and/or Contractor individually or collectively. Either two (2) hard copies of this Contract should be signed by Contractor and returned along with required attachments (see §§3 & 4) to ODH, ATTN: Paul Maragos, Contract Unit, 246 North High Street, Columbus, Ohio 43215 or email at procurement@odh.ohio.gov, within fourteen (14) days of receipt at the above address. A copy of the fully executed Contract shall be returned to the Contractor’s Authorized Representative.

1. CONTRACT TERM. Subject to §6 and other terms and conditions specified in this Contract:

1.1. “Contract Beginning Date” shall be defined as the date indicated here, or the date of Contract execution by both Parties, whichever is later:

7/1/2025

1.2. “Contract Ending Date” shall be defined as the date indicated here, the date of Contract termination or the date to which the Contract has been extended:

6/30/2026

1.3. “Contract Period” shall be defined as the time between the “Contract Beginning Date” and “Contract Ending Date” unless prior to the expiration date, the Contract is renewed, terminated, or cancelled in accordance with the Contract Terms and Conditions. Any reference to the Contract Period shall include the Renewal terms if any.

2. CONTRACT FUNDING.

2.1. “Contract Funding Source” shall be defined as: Centers for Disease Control and Prevention (CDC) - Public Health

Emergency Response

2.2. Federal Notice of Award Number:

6 NU50CK000543-05-02

2.3. CFDA Number:

93.323

2.4. Ohio Statute Authorizing Administration of the

Program: Ohio Revised Code (ORC) 3701.04

Confidential

3. ATTACHMENTS & ACKNOWLEDGEMENTS. Attachments specified in this Contract are made a part hereof, and are incorporated as terms and conditions of this Contract. PLEASE READ CAREFULLY AND INITIAL EACH PARAGRAPH

BELOW:

Contractor affirms that they have read and understand and agree to be bound by the Scope of Work, Deliverables & Compensation terms in §5 below, and by the Contract Terms and Conditions in §6 below;

If Contractor is not currently a registered vendor with the State of Ohio, Contractor must register online using the OAKS Supplier Self-Registration module at www.supplier.obm.ohio.gov;

If Contractor is not currently a registered company in the State of Ohio or exempt from registration requirements, Contractor should register with the Ohio Secretary of State at https://www.sos.state.oh.us/businesses/;

If Contractor does not have an Affirmative Action Plan on file with the Department of Development at:

https://development.ohio.gov/business/construction-compliance/affirmative-action-program#AffirmativeActionProgramVerificationGoodsandServices, then Contractor must file an Affirmative Action Plan prior to acceptance of this Contract. On an annual basis during the Contract Period, Contractor shall file a description of the affirmative action program and a progress report on its implementation with the Department of Development;

Contractor must complete and submit with this Contract an Affirmation and Disclosure Form attached and marked Attachment A; and, Contractor must submit with this Contract verification of any required licenses, registrations or other qualifications required by this Contract or relevant Request for Proposal.

Contractor certifies it is not debarred from consideration for any state or federal government contracts and it is not subject to any unresolved finding for recovery;

Contractor understands and agrees that this Contract is contingent upon the availability of lawful appropriations by the Ohio General Assembly and/or if applicable another Contract Funding Source, including the United States Federal Government. If the Ohio General Assembly or other Contract Funding Source fails at any time to continue funding ODH for the Compensation specified in this Contract, this Contract is terminated as of the date funding expires without further obligation of ODH, State of Ohio, or any other Contract Funding Source.

If applicable, Contractor must complete and submit with this Contract an Independent Contractor/Worker Acknowledgement form at https://www.opers.org/forms-archive/PEDACKN-Non-Member- Acknowledgment.pdf. Unless Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business”), Contractor shall have any individual performing services under the Contract complete and submit to ODH the Independent Contractor/Worker Acknowledgement form.

Effective March 28, 2019, if the Contract Funding Source identified in §2.1. of this Contract is one of the following listed funding sources, Contractor must certify that it does not perform nontherapeutic abortions;

promote nontherapeutic abortions; contract with any entity that performs or promotes nontherapeutic abortions; nor will Contractor become nor is Contractor currently affiliated with any entity that performs or promotes nontherapeutic abortions as defined in O.R.C. §9.04:

• Violence Against Women Act;

• Breast and Cervical Cancer Mortality Prevention Act;

• Infertility prevention project;

• Minority HIV/AIDS initiative; or

• State of Ohio funds, including infant mortality reduction or infant vitality initiatives.

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http://www.supplier.obm.ohio.gov/ https://www.sos.state.oh.us/businesses/ https://development.ohio.gov/business/construction-compliance/affirmative-action-program#AffirmativeActionProgramVerificationGoodsandServices https://development.ohio.gov/business/construction-compliance/affirmative-action-program#AffirmativeActionProgramVerificationGoodsandServices https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.opers.org%2Fforms-archive%2FPEDACKN-Non-Member-Acknowledgment.pdf&data=05%7C02%7CBrian.Calandra%40odh.ohio.gov%7Caa51ba61665043dd5c8008dc178f8003%7C50f8fcc494d84f0784eb36ed57c7c8a2%7C0%7C0%7C638411152299287840%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=%2BIsZjxjdOQgVcDuWDKsid3lqJhGM8r%2B4ySHvbwv7aeQ%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.opers.org%2Fforms-archive%2FPEDACKN-Non-Member-Acknowledgment.pdf&data=05%7C02%7CBrian.Calandra%40odh.ohio.gov%7Caa51ba61665043dd5c8008dc178f8003%7C50f8fcc494d84f0784eb36ed57c7c8a2%7C0%7C0%7C638411152299287840%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=%2BIsZjxjdOQgVcDuWDKsid3lqJhGM8r%2B4ySHvbwv7aeQ%3D&reserved=0

ODH Standard Award Contract Rev 5-2025 Page 3 of 19

4. FEDERAL NOTICE OF AWARD RESTRICTIONS, EXCEPTIONS, DISCLAIMERS and/or MATERIAL BREACH.

4.1. The relevant solicitation (including any attachments, addenda, and requirements, excluding Terms & Conditions) is incorporated by reference and made a part of this Contract. Solicitation may include but not limited to Request for Quote, Request for Proposal, Request for Information or any other form of order by ODH.

4.2. Contract Renewal Terms: 12 Months Renewal Option.

ODH may extend this Contract past the initial Agreement Term for a period of ninety (90) days. Renewal terms may be exercised by mutual agreement between the Contractor and ODH. The cumulative time of all mutual renewals may not exceed one (1) additional year and are subject to and contingent upon the discretionary decision of the Ohio General Assembly to appropriate funds for this project in each new biennium. If any renewal is exercised, a new contract will be issued at the beginning of the new biennium. ODH may evaluate whether a renewal is appropriate considering the satisfactory performance of the Contractor and the future and continuing needs of ODH’s Programs.

Remainder of Page Left Intentionally Blank. Signature Page Immediately Follows.

ODH Standard Award Contract Rev 5-2025 Page 4 of 19 Confidential

IN WITNESS WHEREOF, the Parties by signing below indicate their agreement to this Contract.

CONTRACTOR OHIO DEPARTMENT OF HEALTH

[Signature, Blue Ink Please] Bruce Vanderhoff, MD, MBA, Director of Health

[Print Name & Title] Date

Date

Remainder of Page Left Intentionally Blank. Scope of Work, Deliverables & Compensation & General Terms and Conditions Immediately Follow this Page.

Heath Murphy, VP Consulting Services

6/27/2025

6/30/2025

ODH Standard Award Contract Rev 5-2025 Page 5 of 19

4. SCOPE OF SERVICES & COMPENSATION.

Remainder of Page Left Intentionally Blank. Terms & Conditions Immediately Follow this Page.

Scope of Work and/or Deliverables

(Due Date and Compensation only noted if Applicable or Required)

Due Date Compensation

During the Contract Period, Contractor and ODH agree that Contractor shall complete the following and be compensated as indicated:

5.1.

Contractor will collaborate with the ODH project team to finalize and implement the Data Modernization of the Ohio Disease Reporting System (ODRS) by providing qualified staff and subject matter expertise to perform services regarding the remaining components of the ODRS solution.

Key responsibilities include:

• Adhering to the ODH Software Development Life Cycle (SDLC), IT Project Management Office (PMO) methodologies, and all relevant ODH policies and procedures, including participation in on-site meetings and Scrum events.

• Preparing and submitting weekly and monthly status reports that summarize work completed, project milestones, roadblocks, and any unexpected issues or changes.

• Reporting weekly and monthly time and effort for each team member assigned to the ODRS project. These reports should include a summary of tasks completed, challenges encountered, and any new risks or variables identified, as discussed in Scrum or project meetings, or as requested by the ODH project team.

Bill rates shall be in accordance with the Best and Final Offer (BAFO) Cost Proposal as mutually agreed upon and incorporated into this contract agreement as Attachment B.

Invoicing by contractor shall be on a Time & Materials basis.

6/30/2026 Not To Exceed $5,000,000.00

TOTAL CONTRACT AMOUNT Not to Exceed $5,000,000.00

ODH Standard Award Contract Rev 5-2025 Page 6 of 19 Confidential

6. CONTRACT TERMS AND CONDITIONS.

6.1. Mutual Promises & Covenants. In consideration of the mutual promises expressed in this Contract and intending to be legally bound, Contractor agrees to perform, and ODH agrees to pay Contractor, in accordance with the terms of this Contract.

6.2. Purpose of Contract. Contractor will provide ODH professional services in accordance with the terms of this Contract.

6.3. Scope of Services and Compensation. Contractor shall provide professional services, in the time and manner and for the compensation specified in §5 and any attachment specified or incorporated into this Contract.

6.3.1. Compensation. In consideration of the Scope of Services specified in §5, ODH agrees to pay the Compensation as set forth in §5 on a time and materials basis for a total not to exceed the Total Contract Amount.

6.3.2. Total Contract Amount. The Total Contract Amount, as indicated in §5, includes the cost for all services, travel, or any other expenses that Contractor may incur as a result of Contractor’s performance of this Contract.

6.3.2.1. In the event that §5 specifically allows ODH to reimburse Contractor for travel and other related expenses, ODH will reimburse Contractor for those expenses in accordance with this section.

Travel and travel-related expenses must be pre-approved by Contract Manager in advance of travel and may not exceed the amounts specified for the State Fiscal Year. Contractor may invoice ODH for reimbursement of travel and travel-related expenses no later than thirty days after the travel occurred. Contractor must invoice travel expenses separate from invoices for services and work. Reimbursement for authorized travel and other related expenses shall be limited to actual and necessary expenses as specified in the O.R.C. 126.31 and O.R.C. 126.32 and the provisions of the Ohio Administrative Code (“O.A.C.”) 126-1-02. Contractor shall submit all claims/travel invoices to the Contract Manager for approval prior to submitting a claim for reimbursement. ODH will not reimburse Contractor for any other expenses except as specifically provided in this Contract. For the purpose of determining allowable travel expenses, Contractor’s headquarters shall be Franklin County, Ohio.

6.3.2.2. Contractor shall not submit claims for expenses which do not meet the requirements specified or directly related to work in §5.

6.3.3. Both parties shall monitor the work under this Contract and shall not generate or accept an assignment under this Contract if it will cause or is reasonably likely to cause the Compensation specified in §5 to exceed the Total Contract Amount for the Contract Period. Contractor shall have no further obligation to perform the services once the Total Contract Amount has been achieved, absent a mutually agreed upon written amendment or change order (“Change Order”).

6.3.4. [RESERVED]

6.3.5. Subject to the provisions of O.R.C. 126.07 and O.R.C. 131.33, which shall at all times govern this Contract, ODH represents that it intends to maintain this Contract for the full Contract Period set forth in this Contract and has no reason to believe that it will not have sufficient funds to enable it to make all payments due. ODH further represents that it will use best efforts to obtain the appropriation of any necessary funds during the Contract Period.

6.3.6. Funds Availability. Contractor understands and agrees that this Contract is contingent upon the availability of lawful appropriations by the Ohio General Assembly and/or if applicable another Contract Funding Source. If the Ohio General Assembly or other Contract Funding Source fails at any time to continue funding ODH for the Compensation specified in this Contract, this Contract is terminated as of the date funding expires without further obligation of ODH, State of Ohio, or any other Contract Funding Source.

6.3.7. ODH will not compensate Contractor for any work performed prior to receipt of written notification from the ODH Contract Manager that the requirements of O.R.C. 126.07 and, if applicable, O.R.C. 127.16 have been met. ODH will not compensate Contractor for any work performed after the Contract Ending Date, as applicable.

6.3.8. Invoices. Contractor shall invoice ODH in accordance with §5 for work or services Contractor provides.

An itemized statement listing the services provided, the dates services were provided, and the amount of payment due shall accompany the invoice. Invoices shall be sent to ODH, ATTN: Accounts Payable, P.O. Box 118, Columbus, Ohio 43216-0118. ODH will reimburse Contractor within thirty (30) days of

ODH Standard Award Contract Rev 5-2025 Page 7 of 19 Confidential receipt of a valid invoice for the amount of payment due pursuant to O.A.C. 126-3-01. ODH shall return any invalid or incomplete invoice to Contractor within fifteen (15) days after ODH receives the invoice.

An explanation will accompany the invoice that states the reason for return and any information needed to correct the invoice. Final invoices for services provided under this Contract shall be submitted by Contractor no later than thirty (30) days after the end of the Contract Period.

6.3.8.1. Electronic Commerce Program. The State of Ohio is an active participant in the E-Commerce to include Electronic Data Interchange (EDI). This program will benefit both the State and the Contractor by reducing time delays in receiving invoices and making payments that are associated with the existing manual processes. The Contractor is encouraged to move toward compliance with electronic commerce technologies, as this will be the preferred method of doing business with the State of Ohio. Information regarding E-Commerce is available on the Office of Budget and Management’s website at www.supplier.obm.ohio.gov.

6.3.9. Contractor shall furnish its own support staff and services as necessary for the performance of this Contract. Unless otherwise specified in this Contract, ODH will not provide any staff, services, or material to Contractor for the purpose of assisting Contractor’s performance.

6.3.10. ODH may, from time to time as it deems appropriate, communicate specific instructions and requests to Contractor concerning the performance of the work described in this Contract. Upon such notice and within ten (10) days after receipt of instructions, Contractor shall comply with such instructions and fulfill such requests as required by the Contract and subject to a Change Order. It is expressly understood by the Parties that these instructions and requests are for the sole purpose of performing the work described in this Contract and are not intended to amend or alter this Contract or any part thereof. The Contract Manager will communicate all such instructions and requests to Contractor.

6.3.11. Pursuant to O.R.C. 3701.034, if the Contract Funding Source identified in §2.1. of this Contract is one of the following listed funding sources, Contractor certifies that Contractor does not perform nontherapeutic abortions; promote nontherapeutic abortions; contract with any entity that performs or promotes nontherapeutic abortions; is or will become affiliated with any entity that performs or promotes nontherapeutic abortions as defined in O.R.C. §9.04:

6.3.11.1. Violence Against Women Act;

6.3.11.2. Breast and Cervical Cancer Mortality Prevention Act;

6.3.11.3. Infertility prevention project;

6.3.11.4. Minority HIV/AIDS initiative; and/or

6.3.11.5. State of Ohio funds, including infant mortality reduction or infant vitality initiatives.

Any failure by Contractor to comply with this section shall be treated as a material breach of this Contract.

6.4. Time of Performance & Amendments.

6.4.1. Contract Period; Extension. Upon approval by ODH and, if required, the Controlling Board, this Contract shall be effective on the Contract Beginning Date and shall remain in effect until the Contract Ending Date. Upon mutual written consent of both parties, this Contract may be renewed or extended past the Contract Ending Date, subject to the same terms and conditions of this Contract and subject to any federal and state directives, regulations, laws, Request for Quote or Request for Proposals relating to the subject matter of this Contract. Any extensions or renewals are subject to sections 6.3.6 and 6.4.3.

6.4.1.1. Biennium Year. In the event that the term of this Contract Period spans the State of Ohio biennium ending on June 30th of an odd-numbered year, e.g. June 30, 2015, then this Contract will terminate on the last day of that biennium. At that time, ODH may unilaterally extend the Contract by giving Contractor written notice. Until such notice is given, Contractor is subject to §6.4.3 below.

6.4.2. Amendments. This writing constitutes the entire agreement between the Parties with respect to all matters herein. This Contract may be amended only by a writing signed by both Parties. However, it is agreed by the Parties that any amendments to laws or regulations cited herein will result in the correlative modification of this Contract, subject to a written amendment. Any written amendments to this Contract shall be prospective in nature. When a new or different term or condition is added, additional consideration is not necessary to bind the Parties.

6.4.3. Pursuant to O.R.C. 126.07, this Contract is not valid nor enforceable in any fiscal year unless the director of budget and management first certifies that there is a balance in the appropriation not already obligated

ODH Standard Award Contract Rev 5-2025 Page 8 of 19 Confidential to pay existing obligations, in an amount at least equal to the current fiscal year funding specified for each fiscal year that comprises the Total Contract Amount. Contractor shall not perform nor charge ODH for any work performed by Contractor in the time period prior to receiving written notification from ODH that the requirements of O.R.C. 126.07 and, if applicable, O.R.C. 127.16 have been met. Contractor shall neither perform work nor submit an invoice for payment for any Contract performance after the Contract Ending Date.

6.5. Suspension and Termination. ODH may suspend or terminate this Contract for convenience for any reason thirty

(30) days after delivery of written notice to Contractor. ODH may suspend or terminate this Contract for convenience immediately after delivery of written notice to Contractor if ODH (i) discovers any illegal conduct on the part of Contractor; (ii) discovers any violation of §6.8 of this Contract regarding Conflict of Interest and Ethics Laws; (iii) discovers any violation of §6.15 regarding a Drug Free Workplace; (iv) discovers any violation of the funding restriction specified in §6.3.11; (v) is subject to a loss of funding as specified in §6.3.6; (vi) discovers that Contractor or any of its subcontractors has performed any services under this Contract in violation of §6.13 regarding Prohibition of the Expenditure of Public Funds for Offshore Services; or (vii) discovers or is notified that a petition in bankruptcy or similar proceeding has been filed by or against Contractor. If at any time during the contractual period a bankruptcy or similar proceeding has been filed by or against Contractor, Contractor shall immediately notify ODH of the filing.

6.5.1. Contractor to Cease Work and Other Contract Activities. Upon the effective date of termination (immediate or 30-day written notice), Contractor shall cease work on the suspended or terminated activities under this Contract, suspend or terminate any subcontracts relating to such suspended or terminated activities, take all necessary or appropriate steps to limit disbursements and minimize costs, and furnish a report, as of the date of receipt of notice of suspension or termination describing the status of all work under this Contract, including without limitation, results accomplished, conclusions resulting therefrom, and such other matters as ODH may reasonably require.

6.5.2. Determining Compensation after Contract Suspension or Termination. In the event of suspension or termination under this Contract, Contractor shall be entitled to compensation, upon submission of a proper invoice, for the work performed prior to the effective date of a termination or suspension order, which shall be calculated by ODH based on the compensation set forth in §5 and §6.3, less any funds previously paid by or on behalf of ODH. The claims submitted by Contractor shall not exceed the total amount of compensation allowed by this Contract.

6.6. Breach or Default.

6.6.1. Material Breach. Upon a material breach of the Contract, ODH may unilaterally terminate this Contract upon written notice to Contractor and subject to a thirty (30) day cure period. Contractor will be paid for all services performed through the effective date of termination.

6.6.2. Upon breach or default by Contractor of any of the provisions, obligations or duties provided for in this Contract, ODH may exercise all administrative, contractual, equitable or legal remedies available, without limitation. The waiver of any occurrence of breach or default is not a waiver of subsequent occurrences, and ODH retains the right to exercise all remedies provided for in this Contract.

6.6.3. If ODH or Contractor fail to perform an obligation or obligations under this Contract and thereafter such failure is waived by the other party; such waiver shall be limited to the particular failure so waived and shall not be deemed to waive other failures hereunder. Waiver by ODH shall not be effective unless it is in writing and signed by the Director of Health or his or her designee, except that Contract Manager may agree in writing to non-substantial changes to §5, such as changes in form, format, deadlines, or other minimal changes that do not diminish the value of the specified work or deliverable.

6.6.4. A breach or default based upon Contractor’s failure to comply with §6.13 is subject to that section with regard to Contract termination, sanctions, and damages.

6.7. Independent Contractor. Contractor acknowledges and agrees any individual providing personal services under this agreement is not a public employee (for purposes of O.R.C. Chapter 145) solely on the basis of this Contract.

No agency, employment, joint venture or partnership has been or will be created between the Parties hereto pursuant to the terms and conditions of this Contract. Inasmuch as ODH is interested in Contractor’s end product, ODH does not control the manner in which Contractor performs this Contract. ODH is not liable for the workers' compensation or unemployment compensation payments required by O.R.C. Chapters 4123 and 4141, respectively. In addition, Contractor assumes responsibility for tax liabilities that result from compensation paid to Contractor by ODH. ODH will report any payment made under this Contract to the Internal Revenue Service on Form 1099. Additionally, no provision contained in this Contract shall be construed as entitling Contractor to participate in hospital plans, medical plans, sick leave benefits, vacation, and other benefits available to

ODH Standard Award Contract Rev 5-2025 Page 9 of 19 Confidential employees of ODH or to become a member of the Public Employees Retirement System (O.R.C. Chapter 145).

Unless Contractor is a “business entity” as that term is defined in Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business”), Contractor shall have any individual performing services under the Contract complete and submit to the ODH the Independent Contractor/Worker Acknowledgement form.

Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement prior to commencement of the work, service or deliverable, provided under this Contract, shall serve as Contractor’s certification that Contractor is a “Business entity” as the term is defined in Section 145.037 of the Ohio Revised Code.

6.8. Conflict of Interest and Ethics Laws.

6.8.1. Neither Contractor nor any officer, member or employee of Contractor shall, prior to the completion of such work and payment for such work, acquire any interest, personal or otherwise, direct or indirect, which is incompatible or in conflict with or would compromise in any manner or degree with the discharge and fulfillment of his or her functions and responsibilities with respect to the carrying out of such work.

6.8.2. Contractor hereby covenants that neither Contractor, nor any officer, member, or employee of Contractor, have any interest, personal or otherwise, direct or indirect, which is incompatible or in conflict with or would compromise in any manner or degree with the discharge and fulfillment of his or her functions and responsibilities under this Contract.

6.8.3. Contractor shall not promise or give to any ODH employee anything of value that is of such a character as to manifest a substantial and improper influence upon the employee with respect to his or her duties.

Contractor shall not solicit an ODH employee to violate any ODH rule or policy relating to the conduct of contracting Parties or to violate O.R.C. 102.03 to 102.04 or O.R.C. 2921.42.

6.8.4. Contractor hereby covenants that Contractor and any officer, member or employee of Contractor are in compliance with O.R.C. 102.04 and that if Contractor is required to file a statement pursuant to O.R.C.

102.04(D)(2), such statement has been filed with the ODH General Counsel in addition to any other required filings.

6.8.5. Contractor hereby certifies compliance with the executive agency lobbying requirements of O.R.C. 121.60 to 121.69.

6.8.6. Contractor hereby certifies and affirms that, as applicable to Contractor, no party listed in Division (I) or

(J) of O.R.C. 3517.13 or spouse of such party has made, as an individual, within the two previous calendar years, one or more contributions in excess of $1,000.00 (One Thousand Dollars) to the Governor or to his campaign committees. If it is determined that Contractor's certification of this requirement is false or misleading, notwithstanding any criminal or civil liabilities imposed by law, Contractor shall return to ODH all monies paid to Contractor under this Contract. The provisions of this section shall survive the expiration or termination of this Contract.

6.9. Nondiscrimination and Equal Employment Opportunity.

6.9.1. In carrying out this Contract, Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, gender, age, disability or military status as defined in section

4112.01 of the Revised Code, national origin or ancestry. Contractor shall comply with all applicable State of Ohio and Federal laws relating to nondiscrimination and equal employment opportunity as those laws may be amended from time to time, including but not limited to the following:

6.9.1.1. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin;

6.9.1.2. Title VII of the Civil Rights Act of 1991 (P.L. 102-166) which prohibits discrimination on the basis of race, color or religion, national origin and sexual orientation in employment. Contractor will comply with all laws applicable to Contractor as a provider of information technology services;

6.9.1.3.

6.9.1.4. Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex, and HHS implementing regulations at 45 CFR part 86. Contractor will comply with all laws applicable to Contractor as a provider of information technology services;

ODH Standard Award Contract Rev 5-2025 Page 10 of 19 Confidential

6.9.1.5. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps in the provision of benefits or services as well as employment, and the HHS implementing regulations are codified at 45 CFR parts 84 and 85;

6.9.1.6. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age and the HHS implementing regulations codified at 45 CFR part 91;

6.9.1.7. If grant funding is from the U.S. Department of Justice (“DOJ”), subrecipients must also comply with the following laws and regulations which prohibit discrimination on the basis of race, color, national origin, religion, sex, gender identity, sexual orientation, or disability in the provision of services and employment practices. Contractor will comply with all laws applicable to Contractor as a provider of information technology services:

6.9.1.7.1. The nondiscrimination provision of the Violence Against Women Act of 1994, as amended (42 U.S.C. § 13925(b)(13));

6.9.1.7.2. 28 C.F.R. pt. 42, subpt. C (the DOJ regulations implementing Title VI of the Civil Rights Act of 1964);

6.9.1.7.3. 28 C.F.R. pt. 54 (the DOJ regulations implementing Title IX of the Education Amendments of 1972);

6.9.1.7.4. 28 C.F.R. pt. 42, subpt. G (the DOJ regulations implementing Section 504 of the Rehabilitation Act of 1973); 28 C.F.R. pt. 42, subpt. I (the DOJ regulations implementing the Age Discrimination Act of 1975);

6.9.1.7.5. 28 C.F.R. pt. 38 (the DOJ regulations on the Equal Treatment for Faith-Based Organizations);

6.9.1.7.6. Ex. Order No. 13279 (Equal Protection of the Laws for Faith-Based and Community Organizations); and

6.9.1.7.7. Ex. Order No. 13559 (Fundamental Principles and Policymaking Criteria for Partnerships with Faith-Based and Other Neighborhood Organizations).

6.9.1.8. Prohibitions against retaliation against individuals for taking action or participating in an action to secure rights provided in State and Federal laws relating to nondiscrimination.

6.9.1.9. Contractor hereby certifies that Contractor is in compliance with O.R.C. 125.111(B) and has a written affirmative action program for the employment and effective utilization of economically disadvantaged persons. If the Total Contract Amount of this Contract is equal to or more than $2,500.00 (Two Thousand Five Hundred Dollars) then Contractor shall file a description of the affirmative action program and a progress report on its implementation with the Ohio Department of Development. Contractor shall incorporate the foregoing State of Ohio and Federal laws relating to nondiscrimination in all of its contracts for performance of any of the work prescribed in this contract, and shall require all of its subcontractors to incorporate these requirements in all subcontracts for such work.

6.10. “Sweatshop Free” Certification. Contractor hereby certifies that all facilities used for the production of supplies or performance of services offered in this Contract is in compliance with applicable domestic labor, employment, health and safety, environmental and building laws. This certification applies to any and all suppliers and/or subcontractors used by Contractor in furnishing the supplies or services pursuant to this Contract. If it is determined that Contractor's certification of this requirement is false or misleading, then Contractor understands that it shall be grounds for the termination of this Contract and may result in the loss of other contracts or grants with the State of Ohio.

6.11. Records, Documents and Information. All records, documents, writings or other information produced or used by Contractor in the performance of this Contract shall be treated according to the following terms:

6.11.1. All ODH information which, under the laws of the State of Ohio, is classified as public or private will be treated as such by Contractor. Where there is a question as to whether information is public or private, ODH shall make the final determination. Contractor shall not use any information, systems, or records made available to it for any purpose other than to fulfill the contractual duties specified herein. Contractor agrees to be bound by the same standards of confidentiality that apply to the employees of ODH and the State of Ohio. If at any time during the contract period a proceeding has been filed by or against Contractor which would compel disclosure of private information under this Contract, Contractor shall

ODH Standard Award Contract Rev 5-2025 Page 11 of 19 Confidential immediately notify ODH of the filing. The terms of this section shall be included in any subcontracts executed by Contractor for work under this Contract.

6.11.2. Pursuant to Section 149.43 of the Ohio Revised Code, all proprietary information of Contractor shall be held to be strictly confidential by ODH. Proprietary information is information which, if made public, would put Contractor at a disadvantage in the market place and trade of which Contractor is a part. Contractor is responsible for notifying ODH of the nature of the information prior to its release to ODH. ODH reserves the right to require reasonable evidence of Contractor’s assertion of the proprietary nature of any information to be provided.

6.11.3. All records relating to costs, work performed and supporting documentation for invoices submitted to ODH by Contractor shall be retained and made available by Contractor for audit by the State of Ohio (including, but not limited to, ODH, the Auditor of the State of Ohio, the Ohio Inspector General or duly authorized law enforcement officials) and agencies of the United States government for a minimum of three years after payment for work performed under this Contract. If an audit, litigation, or other action is initiated during this time period, Contractor shall retain such records until the action is concluded and all issues resolved or the three years end, whichever is later.

6.12. Disclosure of Personal Health Information. Contractor hereby agrees that the information provided or made available by ODH shall not be used or disclosed other than as permitted or required by this Contract or as required by law. Contractor will establish and maintain appropriate safeguards to prevent any use or disclosure of the information, other than as provided for by this Contract. Contractor shall comply with 45 C.F.R.164.504(e)(2)(ii).

Contractor shall within 24 hours report to ODH any discovery of use or disclosure of information not provided for or allowed by the Contract. Contractor hereby agrees that anytime information is provided or made available to any subcontractor or agent, Contractor must enter into a subcontract with the subcontractor or agent that contains the same terms, conditions, and restrictions on the use and disclosure of information as contained in this Contract.

Contractor must obtain ODH approval prior to entering into such agreements. Further, Contractor agrees to make available and provide right of access to an individual of their protected health information when that protected health information is obtained in the performance of Contractor’s obligations under this Contract.

6.13. Prohibition of the Expenditure of Public Funds for Offshore Services. No State of Ohio Cabinet, Agency, Board or Commission will enter into any contract to purchase services provided outside the United States or that allows State of Ohio data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained.

Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided to the State in the Contract. Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective. The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming the Contractor understands and will meet the requirements of the above prohibition. The Affirmation and Disclosure Form is attached hereto as Attachment A. During the performance of this Contract, if the Contractor changes the locations(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

Subject to Section 6.21 (Limitation of Liability).

6.13.1. Termination, Sanction, Damages. If Contractor or any of its subcontractors perform services under this Contract outside of the United States or State of Ohio data is sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside the United States, the performance of such services shall be treated as a material breach of the Contract. ODH is not obligated to pay and shall not pay for such services. If Contractor or any of its subcontractors perform any such services, Contractor shall immediately return to ODH all funds paid for those services. ODH may also recover from Contractor all costs associated with any corrective action ODH may undertake, including but not limited to an audit or a risk analysis, as a result of the material breach.

6.13.2. ODH may, at any time after the breach, terminate the Contract, upon written notice to Contractor. ODH may recover all accounting, administrative, legal and other expenses reasonably necessary for the preparation of the termination of the Contract and costs associated with the acquisition of substitute services from a third party.

6.13.3. If ODH determines that actual and direct damages are uncertain or difficult to ascertain, ODH in its sole discretion may recover a payment of liquidated damages in the amount of 1% of the value of the Contract.

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6.13.4. ODH, in its sole discretion, may provide written notice to Contractor of a breach and permit Contractor to cure the breach. Such cure period shall be no longer than fourteen (14) calendar days. During the cure period, ODH may buy substitute services from a third party and recover from Contractor any costs associated with acquiring those substitute services.

6.13.5. Notwithstanding ODH permitting a period of time to cure the breach or Contractor’s cure of the breach, ODH does not waive any of its rights and remedies provided ODH in this Contract, including but not limited to recovery of funds paid for services Contractor performed outside of the United States, costs associated with corrective action, or liquidated damages.

6.14. Registration with Secretary of State. Contractor certifies that it is either: (i) a company that is properly registered with the Ohio Secretary of State; or (ii) a foreign corporation, not incorporated under the laws of the State of Ohio, but is registered with the Ohio Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised Code, as applicable; or (iii) exempt from registration requirements of the Ohio Secretary of State.

6.15. Drug Free Workplace. Contractor shall comply with all applicable state and federal rules, regulations and statutes pertaining to a drug free workplace. Contractor shall make a good faith effort to ensure that all employees of Contractor do not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way while working on state, county, or municipal property.

6.16. Security & Safety Rules. When using or possessing ODH data or accessing State of Ohio networks and systems, the Contractor, its employees, subcontractors and agents must comply with all applicable state rules, policies, and regulations regarding state-provided IT resources, data security and integrity, including the “Supplier” security terms and conditions set forth by the Ohio Department of Administrative Services found at:

https://das.ohio.gov/technology-and-strategy/information-security-privacy/information-security-governance.

When on any property owned or controlled by the State of Ohio, the Contractor must comply with all security and safety rules, regulations, and policies applicable to people on those premises.

6.17. Trade.

6.17.1. Pursuant to Section 9.76(B) of the Ohio Revised Code, Contractor warrants that Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the Contract Period.

6.17.2. The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the United States. The Contractor certifies that it, its subcontractors, and any agent of the Contractor or its subcontractors, acquire any supplies or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control. A list of those sanctions by country can be found at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

These sanctions generally preclude acquiring any supplies or services that originate from sources within, or that were located in or transported from or through Cuba, Iran, Libya, North Korea, Syria, or the Crimea region of Ukraine.

6.18. Compliance.

6.18.1. Contractor affirmatively represents and warrants to ODH that it is not subject to a finding for recovery under O.R.C. 9.24 or that it has taken the appropriate remedial steps required under O.R.C. 9.24 or otherwise qualifies under that section. Contractor further affirmatively represents and warrants to ODH that it is not debarred or suspended from entering into state of Ohio contracts pursuant to O.R.C. 125.25 and is not subject to exclusion, disqualification or ineligibility as defined in 2 C.F.R.180.110. Contractor agrees that if this representation and warranty is deemed false, the Contract will be void ab initio as between the Parties to this Contract, and any funds paid by ODH hereunder shall be immediately repaid to ODH, or an action for recovery may be immediately commenced by ODH for the recovery of said funds.

6.18.2. Contractor certifies that Contractor is not federally debarred from participating in government contracts funded by federal money as described in 2 C.F.R. 180.220. If at any time during the contractual period Contractor is federally debarred from participating in government contracts funded by federal money, for whatever reason, Contractor shall immediately notify ODH of the debarment.

6.18.3. Contractor certifies that all approvals, licenses, registrations or other qualifications necessary to conduct business where the services are performed have been obtained and are operative. If at any time during the contractual period Contractor becomes disqualified from conducting business in Ohio, for whatever reason, Contractor shall immediately notify ODH of the disqualification.

https://das.ohio.gov/technology-and-strategy/information-security-privacy/information-security-governance

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6.18.4. Contractor certifies that it is in compliance and will remain in compliance throughout the duration of this Contract with all other applicable federal and state laws, regulations, rules and Executive Orders and will require the same certification from its subcontractors.

6.19. Trafficking Victims Act. In carrying out this Contract, Contractor, its employees, subcontractors and their employees shall comply with Section 106 (g) of the Trafficking Victims Protection Act of 2000, as amended (22 USC 7104); and is now located at 2 CFR Part 175 during the term of this Contract. Contractor must include this provision in its contracts and subcontracts under this Contract. Contractor must inform ODH immediately of any information regarding violation of the foregoing. Contractor understands that its failure to comply with this provision may subject ODH to loss of federal funds. Contractor agrees to compensate ODH for any such funds lost due to its failure to comply with this condition, or the failure of its subcontractors to comply with this condition.

6.20. General Representations and Warranties.

For the purposes of the warranties below, “deliverables” mean goods delivered or services performed as part of Contractor’s obligations detailed in Section 5.1 above. If a deliverable is a service, only warranties applicable to services performed shall apply.

6.20.1. The Contractor warrants that during the Warranty Period:

6.20.1.1. The recommendations, guidance, and performance of the Contractor under this Contract will be in accordance with the industry’s professional standards and the requirements of this Contract.

6.20.1.2. No deliverable will infringe on the intellectual property rights of any third party.

6.20.1.3. All warranties are in accordance with the Contractor’s standard business practices.

6.20.1.4. The deliverables will perform substantially in accordance with its Requirements for one (1) year from Contract Ending Date.

6.20.1.5. The deliverables comply with all governmental, environmental and safety standards specified in the contract as applicable to such deliverables or required by law.

6.20.1.6. The Contractor has the right to enter into this Contract.

6.20.1.7. The Contractor has not entered into any other contracts or employment relationships that restrict the Contractor’s ability to perform under this Contract.

6.20.1.8. The Contractor will observe and abide by all applicable laws and regulations as applicable to Contractor as a provider of information technology services, including those of the State of Ohio and/or ODH regarding conduct on any premises owned or controlled by the State of Ohio.

6.20.1.9. The Contractor has good and marketable title to any deliverable delivered under this Contract for which title passes to ODH.

6.20.1.10. The Contractor has the right and ability to grant the license granted in any deliverable for which title does not pass to ODH.

6.20.2. If any work of the Contractor or any deliverable fails to comply with the warranties set forth above, and the Contractor is so notified in writing during the Warranty Period, the Contractor will correct such failure in a commercially reasonable time or as specified in the Contract. If the Contractor fails to comply, the Contractor will refund the amount paid for portion of the deliverable which is found to fail to comply with the warranties set forth above.

6.20.3. The Contractor will indemnify ODH for any claims by third parties based on a claim that a deliverable or service infringes a third party copyright, trade secret, trademark, mask work, United States…