GSA_DBH_Napoli_Elites_Limited_FY26___FY27_All_Signatures.pdf

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Ohio Denartment of Behavioral Health General Services Asreement

STATEMENT OF WORK

a. Contractor shall undertake the work and activities set forth in the lnvitation to Bid, Bid Specifications, Request for Purchase, as applicable, and Scope of Work, which is attached hereto as Exhibit I, ard incorporated by reference as if fully written herein. Contractor shall consult with DMH personnel and other appropriate persons, agencies, and instrumentalities as necessary to assure understanding ofthe work and satisfactory completion thereoi

b. It is fully understood and agreed that Contractor is an independent contractor and is not an agent, servant, or employee ofthe State of Ohio or DMH for any purpose, including purposes ofChapter 145 ofthe Ohio Revised Code. Contractor declares that it is engaged as an independent business and has complied with all applicable federal, state, and local laws regarding business permits and licenses of any kind, including but not limited to any insurance coverage that is required in the normal course ofbusiness.

Contractor shall fumish professional services performed in accordance with standards necessary for the satisfactory performance ofthe work hereunder. DMH shall not be required to provide any training to the

Contractor to enable it to perform services required hereunder. Contractor agrees that it does not have any authority to sign €reements, notes, and/or obligations or to make purchases and/or dispose of property for, or on behalfof, the State of Ohio orDMH.

d. Unless stated otherwise in the Invitation to Bid, Bid Specifications, Request for Puchase, or Scope of Work, Contractor shall furnish its own support staff, materials, tools, equipment, and other supplies necessary for the satisfactory performance ofthe work hereunder. Contractor shall be responsible for and assume all office and business expenses that are incurred as a result ofthe performance ofthis contract, unless stated otherwise.

Any travel-related expenses incurred by the Contractor under this contract shall be at the Contractor's expense.

f. DMH may, from time to time as it deems appropriate, communicate specific instructions and requests to Contractor conceming the performance ofthe work described in this contract. It is expressly understood by the parties that these instructions and requests are for the sole purpose ofperforming the specific tasks requested to ensure satisfactory completion ofthe work described in this contract. The management oflhe work, including the exclusive right to control or direct the manner or means by which the work described herein remains with and is retained by the Contractor. DMH retains the right to ensure that the work of the Contractor is in conformity with the terms and conditions ofthe contract.

g. The Contractor must receive written approval from DMH prior to entering into any subcontract orjoint venture for the delivery of services required by this contract. [fthe Contractor enters into any agreement with a subcontractor, the Contractor is ultimately responsible for any and all actions or omissions by the subcontractor in the delivery ofservices under this contract.

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Throughout the term of this contract, the Conlractor shall provide DMH with copies ofall current licensure, certification, and/or accreditation, including any renew or re-issuance thereof, for any employee or subcontractor. providing services under this contract.

The Contractor agrees that while operating in an DMH facility, the Contractor and./or any employee or subcontractor ofthe Contractor, shall follow all applicable rules and regulations for

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This contract between Napoli Elites Limited, hereinafter referred to as "Contractor," and the Ohio Department of Behavioral Health (DMH), hereinafter referred to as "DMH," is entered into for the mutual benefit ofeach.

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II. TIME OF PERFORMANCE

a. This contract shall commence on 1010112025 and shall expire on 0613012027 .

b. In the event that the work hereunder is to be done in separate phases or tasks, each phase or task shall be completed wilhin the time presoibed.

c. Upon the expiration ofthis contract, DMH and the Contractor may renew this confact under the same terms and conditions stated herein. Such renewal shall be by written addendum executed by the both parties evidencing their agreement to renew the contract. In the event that the parties hereto do not execule an addendum evidencing the parties' agreement to renew this contract, the contract shall expire on the date set forth above and neither party to this contract shall have any further obligations hereunder.

tII. COMPENSATION

a. In consideration for the promises and performance ofContractor as set forth herein, DMH agrees: (check one)

To pay to Contractor, upon completion ofeach deliverable or task and upon actual receipt of proper invoices, compensation at the rate(s) specified in Exhibit I; or

To pay to Contractor, upon actual receipt of proper invoices, compensation at the hourly rate(s) specified in Exhibit I for services performed; or

A lump sum amount of $ for services performed in accordance with Exhibit I.

b. It shall be mutually agreed and understood between both parties that the total amount to be paid by DMH to the Contractor under this contract shall in no event exceed the sum of $257,81 7.72 unless

Contractor receives prior approval from DMH or when required, approval ofthe Controlling Board and is so notified of such approval by DMH in writing.

ln accordance with Section 126.30 ofthe Revised Code, and any applicabte rules thereto, DMH shall make prompt payment for any services acquired from the Contractor. Upon receipt ofa proper invoice and unless otherwise stated, payment shall be made within thirty (30) calendar days. The adequacy and sufficiency of all invoices shall be determined solely by DMH. If DMH determines that an invoice is inadequate or insufficient, or determines that further documentation or clarification is required, the burden ofproving the required information or documentation is on the Contractor. DMH shall notiry the Contractor in writing ofthe inadequacy or insufficiency and may provide any information necessary to correct the inadequacy or insufficiency. Ifsuch notification of inadequacy or insufficiency is sent, the required payment date shall be thirty (30) days after receipt ofthe conected invoice.

d. Contractor shall submit an invoice for the work performed consistent with Exhibit l. Each invoice shall contain an itemization ofthe work performed, including dates the work was performed and total hours worked, ifrequired, the location or address where the work was performed, and the sum due at that time pursuant to this Agreement. All invoices shall contain Contractor's name and address and shall reference DMH and list the billing address as 1756 Sagamore Road, Northfield, Ohio 44067, Attn:, Donna Newhart, Business Office. All invoices for services rendered under this contract must be submitted by the Contractor no later than sixty (60) days after the expiration ofthe contract term. No payment shall be issued for invoices submitted more than sixty (60) days past the expiration ofthe contract term. After receipt and approval by DMH ofa proper invoice, as defined by Ohio Adm. Code 126-3-01(A)(5), payment will be made pursuant to Ohio Adm. Code 126-3-01. Unless otherwise directed by DMH, invoices should be directed via email to: donna.newhart@dbh.ohio.gov.

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Revrsed October 2025

It is expressly understood by the parties thal none ofthe rights, duties, and obligations described in this contract shall be binding on either party until all statutory provisions under the Ohio Revised Code, including but not limited to Section 126.07, Section 35 I 7. 13, or Chapter 102, have been complied with and until such time as all necessary funds are made available and forthcoming from the appropriate state agencies, and, when required, such expenditure offunds is approved by the Ceneral Assembly and the Controlling Board ofthe State of Ohio or, in the event that federal funds are used, until such time that DMH gives the Contractor written notice that such funds have been made available to it, by the State's funding source.

f. Notwithstanding anything in this Agreement to the contrary, Contractor acknowledges that the Ohio Legislature and the Controlling Board of Ohio (each a "Coveming Authority") must approve the appropriation and release of funds in connection with DMH' spending authority for each state biennium It is a$eed that any and all obligations of funds under this Ageement extending beyond the current biennium are contingent upon the continuing availability of lawful appropriations by the Ohio General Assembly. Ifthe General Assembly fails at any time to continue funding authority for the obligations that may be due under this Agreement, then all of Contractor's and DMH' obligations under this Agreement, except those that by their nature or by designation survive termination, are terminated as of the date that the funding expires.

g. To receive payment, Contractor must provide Electronic Funds Transfer (EFT) payment information within the State of Ohio's, OhioPays Portal. Electronic Funds Transfer is a method ofpayment that directs funds electronically to the Contractor's financial institution account through the provision ofthe Contractor's financial institution routing/transit number and account number.

IV. GENERAL PROVISIONS

a. ENTIRE AGREEMENT: The contract, when signed by both parties, along with any attachments, constitutes the entire agreemenl between the parties herein. No rights herein will be waived, unless specifically agreed upon in writing by the parties hereto. This contract supenedes any and all previous agreemen6 as to the subject matter herein, whether written. or oral, between the parties. A waiver by any party of any breach or default by the olher party under this contract shall not constitute a continuing waiver by such party ofany subsequent act in breach of or in default hereunder.

b. AMENDMENTS: DMH and the Contractor agree that any amendment or modification includin& but not limited to a change in the rate(s) or type(s) of sewice shall require a written agreement signed by both parties.

GOVERNINC LAW: This contracl and any claims arising in any way out of this contract shall be govemed by the laws ofthe State ofOhio, without regard to choice of law provisions, and only Ohio courts shall have jurisdiction over any action or proceeding conceming the contract or performance thereunder.

d. CONTRACT CONSTRUCTION: This contract will be construed in accordance with the plain meaning of its language and neither for nor against the drafting party.

e. HEADINGS: The headings used in this contract are for convenience only and will not affect the interpretation ofany ofthe contract terms and conditions.

f. ORDER OF PRIORITY: If there is any inconsistency or conflict between this document and any provision incorporated by reference, this document will prevail.

g. SEVERABILITY: tfany provision of this contract or the application ofany provision of this contract is held to be contrary to law, the remaining provisions will remain in full force and effect.

h. ASSIGNMENT / DELEGATION: The Contactor will not assign any of its rights nor delegate any of its duties and responsibilities under this contract without prior wrinen consent ofDMH. Any assignment or e c

Revised October 2025 delegation not consented to may be deemed void by DMH

EQUAL EMPLOYMENT OPPORTUNITY: The Contractor will comply with all state and federal laws regarding equal employment opportunity, including Ohio Revised Code Section 125.1 I I and all related Executive Orders.

Before a contract can be awarded or renewed, an Affirmative Action Program Verification Form must be completed using the Ohio Business Gateway Electronic Filing website http:/,/business.ohio.gov/efiling/. Approved Affirmative Action Plans may be found at the Equal

Opportunity Department's website: http://eodreporting.oit.ohio.gov/searAffirmativeAction.aspx

J. BUSINESS ASSOCIATE AGREEMENT/QUALIFIED SERVICE ORGANIZATION AGREEMENT:

Ifapplicable, the Contractor agrees lo execute the DMH business associate agreement and/or qualified services organization agreement relating to services rendered under this contract. In addilion, DMH may require Contractor, its employees and agents to submit to basic HlPA,Al42 CFR Part 2 orientation provided by DMH.

k. ACCREDITATION STANDARDS: The services to be performed under this contract shall meel standards required by the Joint Commission, Centers for Medicaid & Medicare Services or other accrediting or cenifling organizations. as appropriate.

AUDTTS and RECORDS INSPECTION: The Contractor must keep all financial records in a manner consistent with generally accepted accounting principles. Additionally, the Contractor must keep separate business records for this project. including records of disbursements and obligations incurred that must be supported by contracts. invoices, vouchers and other data as appropriate.

During the period covered by this contract and until the expiration ofthree (3) years afler final payment under this contract, the Contractor agrees to provide the State, its duly authorized representatives or any person, agency or instrumentality providing financial support to the work undenaken hereunder, with access to and the right to examine any books, documents, papers and records ofthe Contractor involving transactions related to this contract.

The Contractor shall, for each subcontract in excess of two thousand five hundred dollars ($2,500), require its subcontractors to agree to the same provisions. The Contractor may not artificially divide contracts with its subcontracton to avoid requiring subcontractorc to agree to this provision.

The Contractor must provide access to the requested records no later than five (5) business days after the request by the State or any party with audit rights. [f an audit reveals any material deviation from the contract requirements, and misrepresentations or any overcharge to the State or any other provider of funds for the contract, the State or other party will be entitled to recover damages, as well as the cost of the audit.

lfthis contract or the combination of all olher contracts with the Contractor exceeds ten- lhousand dollars ($ 10,000) over a twelve ( l2) month period, the Contractor agrees to allow federal govemment access to the contracts and books. documents. and records needed to verifu the Contractor's and/or subcontractor's costs.

m ANTITRUST ASSIGNMENT TO THE STATE: Confiactor assigns to the State of Ohio, through the DMH, all of its rights to any claims and causes ofaction the Contractor now has or may acquire under state or federal antitrust laws ifthe claims or causes of action relate to the services provided under this contract. Additionally, the State of Ohio will not pay excess charges resulting from antitrust violations by Contractor's suppliers and subcontractors.

DRUG-FREE WORKPLACE: The Contractor agrees 1o comply with all applicable state and federal laws regarding smoke-free and drug-free workplaces. The Contractor agrees to require that all its n

Revised October2025 o employees, while working on state property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

OWNERSHIP: DMH shall have uffeslricted authority to reproduce, distribute and use (in whole or in part) any reports, data or materials prepared by the Contractor, subcontractor or any person acting on behalfofthe contractor pursuant to this agreement. No such documents or other materials produced (in whole or in part) with funds provided to the Contractor by DMH shall be subject to copyright, trademark or patent by the Contractor in the United States or any other country.

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p. PUBLICITY: The Contraclor will not advertise that it is doing business with the State or use this contract as a marketing or sales tool without prior, written consent ofthe State.

q. OHIO ELECTIONS LAW: Contactor, by signature affixed on this document, hereby cenifies that all applicable parties listed in Division (l)(3) or (J)(3) ofORC 3517.13 are in full compliance with divisions (l)(l ) and (JX l) of ORC 3517.13.

OFFSHORE SERVICES: Contractor affirms to have read and understands Executive Order 2019-l2D and 2022-02D and shall abide by those requirements in the performance ofthis Agreement.

Notwithstanding any other terms ofthis Agreement, DMH reserves the right to recover any funds paid for services Contractor performs outside ofthe United States for which it did not receive a waiver. DMH does not waive any other rights and remedies provided DMH in this Agreement. Contractor agrees to complete the attached Exhibit 2, Executive Order 2019- l2D Affirmation and Disclosure Form, and

Exhibit 3, Executive Order 2022-02D Affirmation and Disclosure Form which is incorporated and becomes a pan of this Agreement.

FORCE MAJEURE: If DMH or the Contractor is unable to perform any part of its obligations under this contract by reason of force majeue, the party will be excused from its obligations, to the exlent that its performance is prevenled by force majeure for the duration ofthe event. The party must remedy with all reasonable dispatch the cause preventing it fiom carrying out its obligations under the contract. The term

"force majeure" means without limitalion: acts ofGod such as epidemics; lightning; earthquakes; fires;

storms; hurricanesl tornadoes; floods; washouts; droughts; other severe weather; explosions; restraint of government and people; war; strikes; and other like events; or any cause that could not be reasonably foreseen in the exercise ofordinary care, and that is beyond the reasonable control ofthe party.

STRICT PERFORMANCE: The failure of either parE" at any time to demand strict performance by the other party ofany ofthe terms ofthis contract will not be construed as a waiver ofany such term, and either party may at any time demand strict and complete performance by the other party.

TAXES: The Contractor affirms that it is not delinquent in the payment ofany applicable federal, state, and local taxes and agrees to comply with all applicable federal, state and local laws in the performance ofthe work hereunder.

The Contractor accepts full responsibility for payment of all taxes, including and without limitation, unemployment compensation, insurance premiums, all income tax deductions, social securify deductions, and any and all other taxes or payroll deductions required for all employees engaged by the

Contractor in the performance ofthe work authorized by this Contact. DMH and the State of Ohio shall not be liable for any taxes under this conract.

WORKERS' COMPENSATION: The Contractor must maintain workers' compensation insurance its required by Ohio law and the laws ofany other state where work is performed under this contract. The

Contractor must submit proof or workers' compensation insurance upon request.

UNRESOLVED FINDINGS: The Contractor warrants that it is not subject to an unresolved finding for recovery as defined in O.R.C. 9.24. Ifthe warranty is deemed to be false, this contract is void ab inirio and the Contractor shall immediately repay the State any funds paid under this contract.

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OHIO ETHICS: The Contractor is responsible to review and comply with all relevant provisions of O.R.C Chapters 102 and2921, as interpreted by the courts ofthe State and the opinions ofthe Ohio Ethics Commission. tn addition. the Contractor certifies that it is curently in compliance and will continue to adhere lo the requirements ofthe Ohio ethics laws.

CRIMINAL BACKGROLTND CHECK: The Contractor, its employees and agents may be subject to a criminal background check upon request by DMH, at the expense of DMH. Upon request, Contractor, its employees and agents must provide verification ofsaid criminal background check. DMH reserves the righl to restrict access of its property and facilities to any employee or agent ofContractor based upon a criminal conviction or pending charge that could constitute a first degree misdemeanor or a felony under the Ohio Revised Code or other state or federal law, as determined by DMH. Failure to comply on behalfofthe Contractor, its employees or agents may result in lhe termination of this contract.

BOYCOTTING: Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy free trade, including Israel. and will not do so during the contract period.

aa. CONFIDENTIALITY: Contractor shall not discuss or disclose any information or material obtained pursuant to its obligations under this Agreement without the prior written consent of DMH.

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

bb. 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.

cc. CONFLICTS OF INTEREST. No personnel ofContractor who exercise any functions or responsibilities in connection with the review or approval ofthis Agreement or carrying out ofany of the Work shall, prior to the completion ofthe Work, voluntarily acquire any personal interest, direct or indirect, which is incompatible or in conflict with the discharge and fulfillment ofhis or her functions and responsibilities with respect to the carrying out of the Work. Any such person who acquires an incompatible or conflicting personal interest on or after the effective date ofthis Agreement, or who involuntarily acquires any such incompatible or conflicting personal interest, shall immediately disclose his or her interest to DMH in writing. Thereafter, he or she shall not participate in any action affecting the Work, unless DMH shall determine in its sole discretion that, in light ofthe personal interest disclosed, his or her participation in any such action would not be contrary to the public interest.

V. TERMINATION

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LINILATERAL TERMINATION: Prior to the expiration of the term of this contlact, eilher party may unilaterally terminate this contract with thirty (30) days written notice to the other party.

DEFAULT: Ifthe Contractor fails to perform any ofthe requirements oflhis contract, or is in violation ofa specific provision ofthis contract, DMH may provide the Contractor written notice ofthe failure to perform or the violation and shall provide a thirty (30) day period to cure any and all defaults under this contract. During the thirty (10) day cure period, the Contractor shall incur only those obligations or expenditures which are necessary to enable the Contractor to continue its operalion and achieve compliance as set forth in the notice. Shoutd the Contractor fail to comply within DMH's cure period, the Contractor shall be held in default ofthis contract and the contract shall terminate at the end ofthe thiny (30) day cure period.

TERMINATION OF SERVICES: ln the event of termination, the Contractor shall be entitled to

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compensation, upon submission of a proper invoice, for the work performed prior to receipt of notice of termination, less any funds previously paid by or on behalf of DMH. DMH shall not be liable for any further claims. Any payments made by DMH in which services have not been rendered by the

Contractor shall be retumed to DMH.

VI CONTRACT REMEDIES

ACTUAL DAMAGES: The Contractor is liable to DMH for all actual and direct damages cause by Contractor's default. DMH may buy substitute services from a third party for those that were to be provided by the Contractor. DMH may recover from the Contractor the costs associated with acquiring substitute services, less any expenses or costs saved by the Contractor's default.

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b. LIQUIDATED DAMAGES: If actual or direct damages are uncertain or difficult to determine, DMH may recover liquidated damages in the amount ofone ( l) percent ofthe value ofthe deliverable that is the subject ofthe default, for every day that the default is not cured by the Contractor.

LIMITATION OF LIABILITY: DMH's liability for damages, whether in contract or in tort, shall not exceed the total amount ofcompensation payable to the Contractor under this contract. ln addition, the Contractor agrees that DMH and the State of Ohio and any funding source for this contract are held harmless and immune from any and all claims for injury or damages arising from this contract which are attributable to the Contractor's own actions or omissions or those of its trustee, officers, employees, subcontractors, suppliers, and other third parties while acting under this contract. Such claims shall include any claims made under the Fair Labor Slandards Act or under any other federal or state law involving wages, overtime, or employment matlers and any claims involving patents, copyrights and trademarks. Contractor agrees 1o bear all costs associated with defending against any such claims or legal actions when requested by DMH or the State to do so.

NOTICE: Except as specifically provided otherwise, all notices, consents and communications hereunder shall be given in writing, and be either hand carried, sent by certified mail, or registered email, with return receipt requested, to the respective addresses on the signature page ofthis document.

VIII

Rcvised October2025 a.

IN WITNESS WHEREOF, the parties have executed this contract as of the date and year last written below

STATE OF OHIO

Ohio Department of Behavioral Health

CONTRACTOR

Napoli Elites Limited

Yannx{iPo{*nal+ EO S[*lo[ a uthtritl l- Conr,u.toi

Chief Operating Officer

Title

10t14t2025

Datc

Approved as to form:

? 10t1512025

Office of Legal Services Date lN{ust be revieu'ed/signed offas approved by the Office ofLegal Senices priorto Director's review/sigaature]

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Rcvised October 202i tO\ruo\0r$r Datd I

DMH Facilit!/Division (Name and Address) Northcoast Behavioral Healthcare 1756 Sagamore Road Northfield, Ohio 44067

Contractor (Name and Address)

Napoli Elites Limited

4393 Belcher Court

Columbus. Ohio 43224

ComDensation:

Compensation will be made based on a fee schedule listed in Exhibit 1A for type of service, quantity, and method ofshipment. Total compensation shall not exceed $25'7,817 .72

1010112025 06/30/2026 (SFY 2026): Not to exceed $123,937.32

0'7 /0112026 061301202'l (SFY 2027): Not to exceed $133,880.40

Scope of Work:

The contractor has a partnership with alocal company capable of sterilizing podiatry instruments. Ifthar pannership ends, the contractor will secure a replacement to fulfill the services needed. The contractor, through parmership, will clean and sterilize insfuments weekly. Method ofsterilization is with Steam. NBH will send l-3 boxes of instruments/tools to be cleaned and sterilized weekly. Each box will be approximately 12" x 8" in size and weighing approximately l0 lbs. per box. After sterilization, the contractor, through its partnership, will seal each instrumenvtool to be send back to NBH located at 1756 Sagamore Road, Northfield, Ohio 44067. Method of transport will be 3'd party carrier (i.e. PS, FedEx, etc.) Transport must have tracking capabilities and must be insured to cover lost/damaged during transport.

Upon request, Contractor must be able to provide records of sterilization cycle date/time ofcycle, contents of cycle, and results of process indicators.

Contractor understands NBH management will conduct an annual evaluation, and the indicators are as follow

l. Equipment(ifapplicable)

2. Personnel Rating

3. Timeline ofResponse

4. Contractor is reliablc and provides high quality ofwork.

5. Schedule meets the needs ofthe hospital.

6. Contractor can resolve issues with their partner or shipping company that would caus€ delays on getling instruments sterilized.

7. Able to respond to rush./emergency requests.

Rc!rs€d Octohcr 1025

Exhibit I Contract Parties:

!xhrtrit 1A

Steam Steriliration Full Processi.it

' jl(.,te tha! (nl partne.s d0 rr()l ( u,tlrltclly pr o(ols tome ot lhr hi8h !peed d,ill\ orr lhe rr!r,urn.fl eta

Category Product Des(ription 1 Peel Pa(k (lnstruments) r'ull proae5siog

2 Peel PacI (Specialty Drill) lull Proressint

Tran5po(alion Charge

9turday Delivery

FuelSurcharge

Add'l,landling-Packaging Total

Transportation Charte

Weekday Delivery

FuelSurcharge

Add'l Handling-Packagrng

Total

Iransportation Char8e

Hold lor Pickup

FuelSurcharge

Add'l Handling-PackatrnB

Total

tv) t.ist I.Y26 Li3t tY27

5 15.68 S 17 .24

5 24.53 S 26.98

1 10.151bs 576.66 s r6.00 s20.38 529.00

$142.04

110-15lbs 542.14 s0.00 S11.92

S29.oo

S83.06 ss s

14 75

22.34

9.88 $

15.75 s

10.87 I

17.33 S

11.95

19.05

Shipping

This cosl estimate is provrded for 1_3 boxes with dirnensions, 19" x 11" r 7

This estimate is for Pi(k up only, and lhe rate is the serne for delivery as well since it it the same loaation.

Carri0r

Fedex

1 10-15lbs 976 66 s0 00

5r1.43 529 00 s123.09

Prioriry overnlght lNcoMlNG.io N8H( f TDEX.fIQTY SOXr5..r.rirr ,.8OX Welghtr.Bate

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Exhibit 2

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

STANDARD AFFIRMATION AND DISCLOSURE FORM

EXECUTIVE ORDER 20I 9- I 2D

Banning the Expenditure of Public Funds on Offshore Services

Contractor/Subcontractor Affi rmation and Disclosure:

By the signature affixed to this response, Contractor/Subcontractor affirms, understands, and will abide by the requirements of Executive Order 2019- l 2D. lf awarded a contract, Contractor/Subcontractor becomes

Contractor and affirms that both Contractor and any of ils subcontractors shall perform no services requested under this Contract outside ofthe United States.

Contractor/Subcontractor shall provide all the name(s) and location(s) where services under this Contract will be performed in the spaces provided below or by attachment. Failure to provide this information as part ofthe response will deem Conlractor/Subcontractor not responsive the contract will not be executed. If Contractor/Subcontractor will not be using subcontractors, indicate'Not Applicable" in the appropriate spaces.

l. Principal location ofbusiness of Contractor:

4393 Belcher Court Columbus, Ohio 43224

(Address) (City, State, Zip)

Name/Principal location ofbusiness of subconlractor(s) (lnsert "NiA" ifno work will be performed by subcontractors):

Novo/SRI Health 313 S. Rogers Lane, Raleigh, NC 27620

(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

2. Location where services will be performed by Contractor:

4393 Belcher Court Columbus, Ohio 43224

(Address) (City. State, Zip)

Name/Location where services will be performed by subcontractor(s):

Novo/SRI Health 313 S. Rogers Lane, Raleigh, NC 27620

(Name) (Address. City. State. Zip)

(Name)

(Address, City, State, Zip)

3. Location where state data will be stored, accessed, tested, maintained or backed-up, by Contractor:

4393 Belcher Court Columbus, Ohio 43224

(Address) (Address. City, State. Zip)

Name/Location(s) where state data will be stored, accessed, tested, maintained or backed-up by subcontractor(s):

Novo/SRI Health 313 S. Rogers Lane, Raleigh, NC 27620

(Name) (Address, City, State, Zip)

(Name) (Address, City, State. Zip)

4. Location where services to be performed will be changed or shifted by Contractor:

4393 Belcher Court Columbus. Ohio 43224

(Address) (Address, City, State, Zip)

Name/Location(s) where services will be changed or shifted to be performed by subcontracto(s) (lnsert "N/A" if no work will be performed by subcontractors):

Novo/ SRI Health 313 S. Rogers Lane, Raleigh, NC 27620

(Name) (Address, City, State, Zip)

(Name) (Address. City, State, Zip)

(Name) (Address, City, State, Zip)

Exhihit 3

DEPARTMENT OF ADMINISTRATIVE SERVICES

STANDARD AFFIRMATION AND DISCLOSURE FORM

EX EC UTIVE ORDER 2022.02D

State of Ohio's Response to Russiats Unjust War on the Country of Ukraine

Contractor affirms that Contractor has read and understands the applicable Executive Order regarding the prohibition on purchasing from Russian institutions or companies.

Contractor shall provide all the name(s) and location(s) where services under this Contract will be performed and where data is located in the spaces provided below or by attachment. Failure to provide this information may resuh in no award. tf Contractor will not be using subcontractors, indicate "Not Applicable" in the appropriate spaces.

l. Principal location ofbusiness of Contractor:

4393 Belcher Court Columbus. Ohio 43224

(Address) (City. State, Zip)

Name/Principal localion ofbusiness of subcontactor(s) (lnsert "N/A" if no work will be performed by subcontractors):

Novo/SRl Health 313 S. Rogers Lane, Raleigh, NC 27620

(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

2. Location where services will be performed by Contractor:

4393 Belcher Court Columbus. Ohio 43224

(Address) (City. State, Zip)

Name,/Location where services will be performed by subcontractor(s) (lnsert "N/A" if no work will be performed by subcontractors):

Novo/SRI Health 3 13 S. Rogers Lane, Raleigh, NC 27620

(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

3. Location where state data will be stored, accessed, tested, maintained or backed-up. by Contractor:

4393 Belcher Court Columbus. Ohio 43224

(Address)

Revrsed October 2025

(Address, City, State, Zip)

Name/Location(s) where state data will be stored, accessed, tested, maintained or backed-up by subcontractor(s):

Novo/SRl Health 313 S. Rogers Lane, Raleigh, NC 27620

(Name) (Address, City, State, Zip)

(Name) (Address, City, State, Zip)

Contractor also affirms, understands and agrees that Contractor and its subcontractors are under a duty to disclose to the State any change or shift in location ofservices performed by Contractor or its subcontractors before, during and after execution of any contract with the State. Contractor agrees it shall so notify the State immediately ofany such change or shift in location of its services. The State has the right to immediately terminate the contract, unless a duly signed waiver flom the State has been attained by Contractor to perform the services outside the United States.

On behalf of Contractor, I acknowledge that I am duly authorized to execute this Affirmation and Disclosure Form and have read and undersland that this form is a part ofany Contract that Contractor may enter into with the State and is incorporated therein.

Contractor print Name: Yanapoli Fofanah

,,r,". Chief Operating Officer

Date 10t14t2025

Bv: Y^nadiFa{mah