Johnson_Control_Agreement.pdf

ITS GSA (v.5.25) Drafted 10/23/2025, Page 1 of 9

Contract #CTR034468

Ohio Department of Developmental Disabilities

Agreement for Purchase of Goods and/or Services

SECTION A. AGREEMENT PARTIES

This Agreement is entered into between the Ohio Department of Developmental Disabilities (Agency), on behalf of the following:

Central Office Division:

Information Technology Services (ITS)

Address: (Street, City, State, Zip)

30 E. Broad Street, 13th fl.

Columbus, OH 43215

And

Supplier’s Name:

Johnson Controls Fire Protection

Address: (Street, City, State, Zip)

3661 Briarfield Blvd, Suite 101

Maumee, Ohio 43537

OAKS Supplier ID:

99678

Project / Service:

HVAC Metasys Controls – Maintenance Agreement (Year 2) - NODC/TDC

SECTION B. EFFECTIVE DATES

1. This agreement is effective on December 1, 2025, and shall expire on June 30, 2026 unless terminated prior thereto pursuant to Section G. Services shall not begin until the Agency receives an OBM approved Purchase Order.

2. The Agency may renew this Contract for up to an additional two (2) years with mutual written agreement by both parties.

SECTION C. COMPENSATION

1. The Agency agrees to pay Supplier at the rates set forth in the Supplier’s quote# 1-1QJSR6A0 dated July 29,2025, on a reimbursement basis upon the Agency’s receipt and approval of proper invoices. Supplier shall not be compensated for services except as expressly set forth on the quote or additional services and/or goods identified and agreed upon in writing by both parties.

The total compensation to be paid to the Supplier under this agreement shall not exceed forty-two thousand five hundred and eighty-five dollars and zero cents. ($42,585.00).

2. The supplier shall not be reimbursed for travel expenses incurred in the provision of services under this agreement.

3. Supplier shall be required to submit proper invoices that are itemized and contain all of the following:

a. An itemization of the services performed, the material supplied, and/or labor furnished;

b. Date(s) of the rendering of the services;

c. The sum due pursuant to the invoice for compensation of services provided;

d. Invoice date and invoice number;

e. Supplier’s name and remit to address; and

f. “Bill to” must list the Agency’s name and address as on PO.

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The adequacy and sufficiency of such invoices shall be determined solely by the Agency. If the

Agency determines that an invoice is inadequate or insufficient or determines that further documentation or clarification is required for a particular invoice, the burden of providing the required information or documentation is on Supplier. Costs incurred by Supplier associated with providing the required additional information or documentation related to defending an inadequate or insufficient invoice shall not be charged to the Agency and are not considered an allowable expense under the Agreement.

4. Supplier shall submit invoice(s), to the Agency via email at invoices@ohio.gov. The subject of the email should contain the Supplier’s Name, Invoice Number, and Invoice Date. All invoices must be submitted to the Agency no later than November 1st immediately after the close of the fiscal year in which services are provided.

5. Agency shall pay Supplier within thirty (30) days of receipt of an approved invoice.

SECTION D. GOODS AND/OR SERVICES

1. Supplier shall provide the goods and/or services as set forth in the Sourcing Project

SRC0000032624 and the Supplier’s corresponding bid /quote# 1-1QJSR6A0 dated 07/29/2025.

The Supplier should consult with personnel of the Information Technology Services Division if additional goods and/or services are identified as necessary for the performance of this agreement and must be agreed upon in writing by both parties before additional work is performed.

2. The Supplier shall maintain all necessary licenses or registrations. Supplier shall perform all services with reasonable care, skill and diligence as would normally be provided by an experienced consultant and in accordance with industry standards.

SECTION E. NATURE OF AGREEMENT

1. Agency enters into this agreement in reliance upon Supplier’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and Supplier warrants that it does possess the necessary expertise and experience. It is specifically understood that the nature of the services to be rendered under this agreement are of such a personal nature that the Agency is the sole judge of the adequacy of such services. Agency thus reserves the right to terminate this agreement should Agency at any time be dissatisfied with Supplier’s performance of its duties under this agreement.

2. In the event of termination of this agreement by Agency, Supplier shall be reimbursed in accordance with Section G.

3. Agency may, as it deems appropriate and necessary, communicate specific instructions and requests to Supplier concerning the performance of the work described in this agreement. Upon such notice, Supplier shall comply with such instructions and fulfill such requests to Agency’s satisfaction. It is expressly understood by the parties that these instructions and requests are for the sole purpose of performing the specific tasks requested to ensure satisfactory completion of the work described in this agreement. The management of the work, including the exclusive right to control or direct the manner or means by which the work is performed, remains with the Supplier.

SECTION F. CERTIFICATION OF FUNDS

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, O.R.C. Section 126.07, have been complied with, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is mailto:invoices@ohio.gov

ITS GSA (v.5.25) Drafted 10/23/2025, Page 3 of 9 approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that Agency gives Supplier written notice that such funds have been made available to Agency by

Agency’s funding source.

SECTION G. TERMINATION OF AGREEMENT

1. Agency may, at any time prior to the completion of services by Supplier under this Agreement, suspend or terminate this Agreement with or without cause by giving twenty (20) days written notice to Supplier.

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

3. Supplier shall be paid for services rendered up to the date Supplier received notice of suspension or termination, less any payments previously made, provided Supplier has supported such payments with invoices as required under Section C. In the event of suspension or termination, any payments made by Agency for which Supplier has not rendered services shall be refunded.

4. In the event this Agreement is terminated prior to its completion, Supplier, upon payment as specified, shall deliver to Agency all work products and documents which have been prepared by Supplier in the course of providing services under this Agreement. All such materials shall become and remains the property of Agency, to be used in such manner and for such purpose as Agency may choose.

5. Supplier agrees to waive any right to, and shall make no claim for, additional compensation against

Agency by reason of such suspension or termination.

6. Supplier may terminate this Agreement with or without cause upon thirty (30) days prior written notice to Agency.

SECTION H. INDEPENDENT SUPPLIER

1. No relationship of employer and employee is created by this Agreement. Supplier will act hereunder as an independent Supplier with no claim under this Agreement or otherwise against Agency or the

State of Ohio for business expenses, travel expenses, vacation pay, sick pay, retirement benefits, workers compensation, or disability or unemployment insurance benefits or employee benefits of any kind. Neither Supplier nor any of its employees or subcontractors are eligible to participate in any employee benefit or retirement plans offered by Agency or the State of Ohio. Agency shall withhold no payroll or employment taxes of any kind.

2. Supplier is solely responsible for all of Supplier’s business expenses, including the payment or withholding of all federal, state and local income taxes, workers compensation insurance, social security and unemployment insurance, and the payment of wages and salaries, travel expenses, insurance of every kind, and health and retirement plans. Supplier shall indemnify and hold Agency harmless from and against any and all claims, demands, liabilities, losses, damages and expenses resulting in any manner from any act or omission of Supplier or its employees or subcontractors related to its obligation to pay and withhold income tax, social security, unemployment insurance and to maintain worker’s compensation insurance.

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3. Supplier understands that as an independent Supplier, it is not a public employee and is not entitled to contributions from the State to any public employee retirement system. Supplier acknowledges and agrees that any person providing services under this Agreement is not a public employee for purposes of Ohio Revised Code Chapter 145. If Supplier is an individual performing service under the agreement, Supplier shall complete and submit to the Agency the Independent Supplier/Worker

Acknowledgement form, attached and found at the following link:

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

SECTION I. RECORD KEEPING

1. Until the expiration of six (6) years after the termination of this Agreement, Supplier will, upon proper request, allow Agency, the Comptroller General of the United States, the U.S. Department of Health and Human Services, the State of Ohio, the Ohio Medicaid Fraud Control Unit and the Ohio

Department of Medicaid and their duly-authorized representatives access to Supplier’s books, documents and records necessary to certify the nature and extent of costs of reimbursable services provided under this Agreement. For each sub-agreement in excess of $10,000, the Supplier shall require the subcontractor to agree to these record keeping provisions. If Supplier is requested to disclose any books, documents or records relevant to this Agreement for the purpose of an audit or investigation by any government agency, Supplier shall immediately notify Agency of the nature and scope of the request and shall make available to Agency all books, documents and records relevant to the request.

2. All provisions under this section survive the expiration, suspension, or termination of this agreement.

SECTION J. CONFLICTS OF INTEREST, ETHICS, AND LEGAL COMPLIANCE

1. No personnel of Supplier who exercise any functions or responsibilities in connection with the review or approval of this Agreement or carrying out of any of the Work shall, prior to the completion of the

Work, voluntarily acquire any personal interest, direct or indirect, which is incompatible or in conflict with the discharge and fulfillment of his 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 of this Agreement, or who involuntarily acquires any such incompatible or conflicting personal interest, shall immediately disclose his or her interest to the

Agency in writing. Thereafter, he or she shall not participate in any action affecting the Work, unless the Agency shall determine in its sole discretion that, in light of the personal interest disclosed, his or her participation in any such action would not be contrary to the public interest.

2. Supplier represents, warrants, and certifies that it and its employees engaged in the administration or performance of this Agreement are knowledgeable of and understand the Ohio Ethics and Conflicts of Interest laws. Supplier further represents, warrants, and certifies that neither Supplier nor any of its employees will do any act that is inconsistent with such laws.

3. Supplier represents and warrants that all applicable parties listed in Division (I) or (J) of O.R.C.

Section 3517.13 are in full compliance with Divisions (I) and (J) of O.R.C. Section 3517.13.

4. Supplier represents and warrants that it is not subject to an "unresolved" finding for recovery under

O.R.C. Section 9.24 or currently under suspension or proposed revocation by the Ohio Department of Medicaid or the Ohio Department of Developmental Disabilities. Suppliers that are DODD certified agency providers warrant they participate in the DODD DSP Compensation Survey or have fully completed the survey as required for the present year. If this warranty is found to be false, this agreement is void ab initio and Supplier shall immediately repay to Agency any funds paid under this

Agreement.

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

ITS GSA (v.5.25) Drafted 10/23/2025, Page 5 of 9

5. Supplier represents and warrants that it is not debarred from consideration for agreement awards by the Director of the Department of Administrative Services, pursuant to either O.R.C. Section 153.02 or O.R.C. Section 125.25. If this representation and warranty is found to be false, this Agreement is void ab initio and Supplier shall immediately repay to Agency any funds paid under this Agreement.

6. Supplier represents and warrants that neither it nor any of its employees or agents are excluded from participation under any Federal health care program, as defined under 42 U.S.C. Section 1320a-

7b(D), for the provision of items or services for which payment may be made under a Federal health care program; Supplier has not arranged or contracted (by employment or otherwise) with any employee, Supplier or agent that Supplier knows is excluded from participation in any Federal health care program, and no final adverse action, as defined under 42 USC Section 1320a-7e(g) has occurred or is pending against Supplier or to its knowledge against any employee Supplier or agent engaged to provide items or services under this Agreement (collectively, "Exclusions/Adverse Actions").

Supplier shall notify Agency of any Exclusions/Adverse Actions within five (5) business days of its learning of such Exclusions/Adverse Actions.

7. Supplier shall comply with all applicable federal, state and local laws regarding smoke-free and drug-free workplaces and shall make a good faith effort to ensure that none of its employees or permitted subcontractors engaged in the work being performed hereunder purchase, transfer, use, or possess illegal drugs or alcohol, or abuse prescription drugs in any way.

8. Supplier warrants that it has not entered into, nor shall it enter into, other Contracts, without prior written approval of Agency, to perform substantially identical work for the State of Ohio such that the product contemplated hereunder duplicates the work called for by the other Contracts.

9. Supplier affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If at any time during the term of this Agreement, Supplier, for any reason, becomes disqualified from conducting business in the State of Ohio, Supplier will immediately notify the Agency in writing and will immediately cease performance of work.

10. Supplier represents and warrants that neither it nor any of its employees or agents in a direct services position has been convicted of any offense set forth in Section 5123.081(A) (4) of the Ohio Revised

Code.

11. Supplier affirms that neither it nor any of its employees or agents is presently holding a civil service position with the State of Ohio.

SECTION K. NONDISCRIMINATION

1. Pursuant to O.R.C. Section 125.111, Supplier agrees that Supplier, any subcontractor, and any person acting on behalf of Supplier or a subcontractor, shall not discriminate, by reason of race, color, religion, sex, age, national origin, veteran status, or disability against any citizen of this state in the employment of any person qualified and available to perform the work under this Agreement.

2. Supplier further agrees that Supplier, any subcontractor, and any person acting on behalf of Supplier or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of work under this Agreement on account of race, color, religion, sex, age, national origin, veteran status or disability.

3. Supplier shall not discriminate in the provision of services on account of race, color, religion, sex, age, natural origin, veteran status or disability.

SECTION L. LIABILITY

ITS GSA (v.5.25) Drafted 10/23/2025, Page 6 of 9

1. Each party shall accept and be responsible for its own acts and omissions, as well as those of its employees discharging its obligations under this agreement. Nothing in the Agreement shall be interpreted or construed to place any responsibility for acts or omissions of one party or its employees onto the other party.

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

SECTION M. COMPLIANCE WITH LAWS

1. Supplier, in the execution of duties and obligations under this Agreement, agrees to comply with all applicable federal, state and local laws, rules, regulations and ordinances, along with all applicable

Agency policies.

2. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE

SERVICES. No State Cabinet Agency, Board or Commission will enter into any agreement to purchase services provided outside of the United States or that allows State data to be sent, take, 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 Agreement, the State reserves the right to recover any funds paid for services the

Supplier performs outside of the United States for which it did not receive a waiver. The State does not waiver any other rights or remedies provided to the State in the Agreement.

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 Agreement, the State reserves the right to recover any funds paid to Supplier 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 (2022-02D) is no longer effective.

The Supplier must complete the attached Supplier/Subcontractor Affirmation and Disclosure Form

(2019-12D & 2022-02D) affirming the Supplier understands and will meet the requirements of the above prohibition. During the performance of this Agreement, if the Supplier changes the location(s) disclosed on the Affirmation and Disclosure Form, Supplier must complete and submit a revised

Affirmation and Disclosure Form reflecting such changes.

3. The Department of Developmental Disabilities recognizes the safety of employees and Suppliers within Central Office and any of the agency’s Developmental Centers. In accordance with State of

Ohio Administrative Policy HR-42 “Response to Active Aggressor”, every employee of the Supplier providing services at the Offices of the Ohio Department of Developmental Disabilities under this

Agreement shall enroll and complete the online “Active Aggressor Response” training within thirty

(30) days of the at employee’s initiation of services on site.

SECTION N. CONFIDENTIALITY

1. Supplier agrees that all data, reports and information received from Agency shall be used only for the services to be provided under this Agreement. Supplier agrees that all discussions with Agency personnel and all reports prepared by Supplier are confidential. Supplier agrees to maintain the confidentiality of all such information and will not release such information without the prior written authorization of Agency or as required by law. If Supplier becomes subject to compulsory process to disclose any such information, Supplier shall immediately notify Agency of such process and the opportunity to contest any disclosure.

ITS GSA (v.5.25) Drafted 10/23/2025, Page 7 of 9

2. Supplier IS or IS NOT a "business associate" pursuant to the definition under the Health

Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder specifically 45CFR160.03.

3. All provisions under this section survive the expiration, suspension, or termination of this Agreement.

SECTION O. ENTIRE AGREEMENT/WAIVER

1. 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.

2. This Agreement supersedes any and all previous Agreements, whether written or oral, between the parties.

3. A waiver by any party of any breach or default by the other party under this Agreement shall not constitute a continuing waiver by such party of any subsequent act in breach of or in default hereunder.

SECTION P. NOTICES

All notices, consents, and communications hereunder shall be given in writing, shall be deemed to be given upon mailing and shall be sent to the respective addresses set forth below:

Attn: Legal Counsel

30 East Broad Street, 12th fl.

Columbus, Ohio 43215

Johnson Controls, Inc.

Attn: Lisa Glasgow

1935 S. Industrial Hwy, Ann Arbor, MI 48104

SECTION Q. SEVERABILITY

The provisions of this Agreement are severable and independent, and if any such provision shall be determined to be unenforceable in whole or in part, the remaining provisions and any partially enforceable provision shall, to the extent enforceable in any jurisdiction, nevertheless be binding and enforceable.

SECTION R. 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 and only Ohio courts shall have jurisdiction over any action or proceeding concerning the Agreement and/or performance thereunder.

SECTION S. SUCCESSORS AND ASSIGNS

Neither this Agreement nor any rights, duties or obligations hereunder may be assigned or transferred in whole or in part by Supplier, without the prior written consent of Agency.

SECTION T. INCORPORATION of ANCILLARY DOCUMENTS

ITS GSA (v.5.25) Drafted 10/23/2025, Page 8 of 9

Standard Affirmation and Disclosure Form (EO 2019-12D & 2022-02D)

Request for Quotes

Supplier’s Quoted #1-1QJSR6A0

SECTION U: SIGNATURES

The Agency will accept either 1) a wet signature or 2) an electronic signature using OneSpan.

To execute the agreement with a wet signature, Supplier may print the agreement, sign the agreement, and scan the agreement and email it back to DDDProcurement@dodd.ohio.gov.

To execute the Agreement electronically, using the electronic signature solution, OneSpan, Supplier shall inform DODD of its intent to sign the Agreement electronically. DODD will then transmit Supplier to the signatory who may complete and sign the document(s) as required using OneSpan. The signatory will receive a notification via email from OneSpan when a copy of the fully executed Agreement is available for download.

DODD will not accept electronic signatures using any other electronic solution unless specific approval is obtained from DODD prior to signing the Agreement.

mailto:DDDProcurement@dodd.ohio.gov

ITS GSA (v.5.25) Drafted 10/23/2025, Page 9 of 9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers, as of the day and year first written above.

Johnson Controls, Inc. Ohio Department of Developmental Disabilities

Lisa Glasgow, Branch Manager Lyndsay Nash, Acting Director

By:_ By:

Date:_ Date:

Jeffery Coffey, Deputy Director

By:_______________________________

Date:_____________________________