LM_DOSIS_Addendum_-_State_of_Ohio_Terms_and_Conditions_v2_jrp__002__-_CLEAN__1_.pdf

Addendum State of Ohio Terms and Conditions

This Addendum (the “Addendum”) to the “Purchase and Monthly Subscription Agreement for DOSIS Systems,” dated August 15th, 2025 (the “Agreement”), is entered into by and between the Ohio Department Behavioral Health (“ODBH”) and Manchac Technologies, L.L.C. (“Contractor”) effective as of the effective date of the Agreement.

The parties agree as follows:

1. TERM; CONFLICTS. The term of this Addendum shall be cotemporaneous with the term of the Agreement.

In the event of a conflict between the terms of the Agreement or any ancillary agreements entered into between the parties, the terms of this Addendum shall control.

2. INOVICES. All invoices shall contain Contractor's name and address and shall reference ODBH and list the billing address 30 E. Broad Street, 36th Floor, Columbus, Ohio 43054. All invoices must be submitted no later than sixty days after the Work performed. After receipt and approval by ODBH of a proper invoice, as defined by Ohio Revised Code (R.C.) 125.01.

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

4. TRAVEL. Travel expenses shall be reimbursed under the same rules and conditions that apply to state employees under Ohio Adm.Code 126-1-02, pursuant to the Ohio Office of Budget and Management (“OBM”) Travel Policy.

5. INDEPENDENT CONTRACTOR. Contractor shall be responsible for all of its own business expenses, including, but not limited to, computers, email and internet access, software, phone service and office space.

Contractor will also be responsible for all licenses, permits, employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any. Except as expressly provided herein, neither party shall have the right to bind or obligate the other party in any manner without the other party’s prior written consent. It is fully understood and agreed that Contractor is an independent contractor and neither Contractor nor its personnel shall at any time, or for any purpose, be considered agents, servants, or employees of ODBH. Unless Contractor is another State of Ohio entity or a participant in the Ohio Public Employees Retirement System (OPERS), Contractor and its personnel shall not be considered agents, servants, or employees of the State of Ohio, or public employees for the purpose of OPERS benefits.

6. BUSINESS ENTITY. Unless Contractor is a “business entity” as that term is defined in R.C. 145.037 (“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 this Agreement complete and submit to ODBH the Independent Contractor/Worker Acknowledgement form found at https://www.opers.org/forms-archive/PEDACKN.pdf. This paragraph is not applicable to OPERS member employers. Contractor’s failure to complete and submit the Independent Contractor/Worker Acknowledgement form linked in the foregoing paragraph at the time Contractor executes this Agreement shall serve as Contractor’s certification that Contractor is a “business entity” as that term is defined in R.C. 145.037.

Docusign Envelope ID: 1E4D5776-4C05-4949-B818-EAE335D1B2D1 https://www.opers.org/forms-archive/PEDACKN.pdf

7. COMPLIANCE WITH LAWS. Contractor, in the performance of its duties and obligations under the Agreement and any ancillary agreement entered into between the parties, agrees to comply with all applicable federal, state, and local laws, rules, regulations and ordinances.

8. RECORDS; ACCESS. During the period covered by the Agreement and until the expiration of three (3) years after final payment under the Agreement, Contractor agrees to provide ODBH its duly authorized representatives, or any person, agency or instrumentality providing financial support to the work undertaken hereunder, with access to and the right to examine any books, documents, papers, and records of Contractor involving transactions related to this contract. Contractor shall, for each subcontract in excess of two thousand five hundred dollars ($2,500), require its subcontractors to agree to the same provisions.

Contractor may not artificially divide contracts with its subcontractors to avoid requiring subcontractors to agree to this provision. Contractor must provide access to the requested records no later than ten (10) business days after the request by ODBH or any party with audit rights. If an audit reveals any material deviation from the contract requirements, and misrepresentations or any overcharge to ODBH or any other provider of funds for the Agreement, ODBH or other party will be entitled to recover damages, as well as the cost of the audit. If this contract or the combination of all other contracts with Contractor exceeds ten-thousand dollars ($10,000) over a twelve (12) month period, Contractor agrees to allow federal government access to the contracts and books, documents, and records needed to verify Contractor’s and/or subcontractor's costs. Contractor must comply with any direction from ODBH to preserve documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

9. CONFIDENTIALIY. Contractor shall not discuss or disclose any information or material obtained pursuant to its obligations under this Agreement without the prior written consent of ODBH.

10. PRIVACY. If applicable, Contractor agrees to execute the ODBH business associate and/or qualified service organization agreement or acknowledge receipt of HIPAA/42 CFR Part 2 training by executing the ODBH Assurance of Preservation of the Confidentiality and Security of Protected Health Information prior to accessing any PHI or PII relating to services rendered under this contract.

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

12. CONFLICTS OF INTEREST. No personnel of Contractor 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 ODBH in writing. Thereafter, he or she shall not participate in any action affecting the Work, unless ODBH 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.

13. ETHICS COMPLIANCE. Contractor represents, warrants, and certifies that it and its employees engaged in the administration or performance of this Agreement are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws [ORC Chapters 102 and 2921]. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws.

14. QUALIFICATIONS TO DO BUSINESS. Contractor affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If at any time during the term of this Agreement Contractor, for any reason, becomes disqualified from conducting business in the State of

Ohio, Contractor will immediately notify ODBH in writing and will immediately cease performance of the Work.

15. CAMPAIGN CONTRIBUTIONS. Contractor hereby certifies that neither Contractor nor any of Contractor’s partners, officers, directors or shareholders, nor the spouse of any such person, has made contributions in excess of the limitations specified in R.C. 3517.13.

16. FINDINGS FOR RECOVERY. Contractor warrants that it is not subject to an “unresolved” finding for recovery under R.C. 9.24.

17. DEBARMENT. Contractor represents and warrants that it is not debarred from consideration for contract awards by the Director of the Department of Administrative Services, pursuant to either R.C. 153.02 or R.C.

125.25.

18. REPAYMENT. If the representations and warranties in Paragraphs 16 or 17 herein are found to be false, the Agreement is void ab initio and Contractor shall immediately repay to ODBH any funds paid under this Agreement.

19. BOYCOTTING. Pursuant to R.C. 9.76(B), 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 term of this Agreement.

20. GOOD STANDING. If applicable, Contractor warrants that Contractor is a member in good standing. A person or organization in good standing is regarded as having complied with all their regulatory obligations, while not being subject to any form of sanction, suspension, or disciplinary censure. At all times during the term of this Agreement, Contractor shall: (a) maintain in good standing all licenses and/or certifications required by the State of Ohio or any other governmental entity for it to perform the work required under the Contract; and (b) comply in all respects with the applicable provisions of Title 47 of the Ohio Revised Code and any applicable local, state, and federal laws in regard to such licenses.

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

22. WORKERS' COMPENSATION. Contractor must maintain workers' compensation insurance as required by Ohio law and the laws of any other state where work is performed under this contract. Contractor must submit proof of workers' compensation insurance upon request.

23. LIMITATION OF LIABILITY. Contractor is liable to ODBH for all actual and direct damages caused by Contractor's default. ODBH may buy substitute services from a third party for those that were to be provided by Contractor. ODBH may recover from Contractor the costs associated with acquiring substitute services, less any expenses or costs saved by Contractor’s default. Contractor agrees that ODBH 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 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 Standards Act or under any other federal or state law involving wages, overtime, or employment matters and any claims involving patents, copyrights and trademarks. To the extent permitted by law, Contractor agrees to bear all costs associated with defending against any such claims or legal actions when requested by ODBH or the State to do so. In no event shall either party be liable to the other party for indirect, consequential, incidental, special, or punitive damages, or lost profits.

24. INDEMNIFICATION. ODBH is prohibited by law from indemnifying Contractor in any way, and any provision in the Agreement or ancillary agreements between the parties that includes indemnification obligations by ODBH is hereby null and void. Contractor agrees to indemnify and to hold ODBH and the State of Ohio harmless and immune from any and all claims for injury or damages arising from this Agreement which are attributable to Contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third party agents, or joint venturers while acting under this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime, or employment matters and any claims involving patents, copyrights, and trademarks.

25. GOVERNING 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 without regard to choice of law provisions.

26. DISPUTE RESOLUTION; VENUE. Any provision in the Agreement or ancillary agreements entered into between the parties that includes terms regarding dispute resolution, mediation or arbitration is hereby null and void. The parties agree that all actions and proceedings arising out of or relating directly or indirectly to the Agreement, any ancillary agreement or any other related obligations between the parties shall be litigated solely and exclusively in a court of proper jurisdiction in Franklin County, Ohio.

27. ASSIGNMENT. The Agreement or any ancillary agreements between the parties shall not be assigned without the other party’s written consent.

28. ENTIRE AGREEMENT. This Addendum contains the entire agreement between the parties hereto as to the subject matter herein and shall not be modified, assigned or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto.

29. EXECUTIVE ORDERS. Contractor affirms to have read and understands Executive Orders 2019-12D and 2022- 02D and shall abide by those requirements in the performance of the Agreement. Accordingly, Contractor will complete the attached Exhibits 1 and 2 to fulfill the requirements outlined by the executive orders.

Contractor will be referred to as the “Contractor” in the attached Exhibits.

AGREED TO BY:

Ohio Department of Mental Health Contractor:

and Addiction Services

Authorized Representative Authorized Representative Name: Name:

Date: Date:

Steve Warden

10-01-2025 | 12:37:39 PDT

Timothy Bodle

10-06-2025 | 10:50:26 CDT

EXHIBIT 1

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

STANDARD AFFIRMATION AND DISCLOSURE FORM

EXECUTIVE ORDER 2019-12D

Banning the Expenditure of Public Funds on Offshore Services

CONTRACTOR/SUBCONTRACTOR AFFIRMATION AND DISCLOSURE:

By the signature affixed to this response, CONTRACTOR/SUBCONTRACTOR affirms, understands, and will abide by the requirements of Executive Order 2019-12D. If awarded a contract, CONTRACTOR/SUBCONTRACTOR becomes Contractor and affirms that both Contractor and any of its subcontractors shall perform no services requested under this Contract outside of the 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 of the response will deem CONTRACTOR/SUBCONTRACTOR not responsive the contract will not be executed. If CONTRACTOR/SUBCONTRACTOR will not be using subcontractors, indicate “Not Applicable” in the appropriate spaces.

1. Principal location of business of Contractor:

1115 Second Street Alexandria LA 71301 (Address) (City, State, Zip)

Name/Principal location of business of subcontractor(s):

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

2. Location where services will be performed by Contractor:

(Address) (City, State, Zip)

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

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

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

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

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

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

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

Name/Location(s) where services will be changed or shifted to be performed by subcontractor(s):

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

EXHIBIT 2

DEPARTMENT OF ADMINISTRATIVE SERVICES

STANDARD AFFIRMATION AND DISCLOSURE FORM

EXECUTIVE ORDER 2022-02D

State of Ohio's Response to Russia's Unjust War on the Country of Ukraine March 2022

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 result in no award. If Contractor will not be using subcontractors, indicate "Not Applicable" in the appropriate spaces.

1. Principal location of business of Contractor:

1115 Second Street Alexandria LA 71301 (Address) (City, State, Zip)

Name/Principal location of business of subcontractor(s):

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

2. Location where services will be performed by Contractor:

(Address) (City, State, Zip)

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

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

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

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

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

(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 of services 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 of any such change or shift in location of its services. The State has the right to immediately terminate the contract, unless a duly signed waiver from 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 understand that this form is a part of any Contract that Contractor may enter into with the State and is incorporated therein.

By: ____________________________________ Contractor

Print Name: ________________________________

Title: ______________________________________

Date: ______________________________________

10-01-2025 | 12:37:39 PDT

Steve Warden

EVP