PSC_FY26-27_Wolfscape_Inc_All_Signatures.pdf

a Department of Behavioral Health

Conract Information Overview Contractor Name Wolfscape, Inc.

Conttactorts Address 285 East Twinsbutg Road, Northfield, Ohio

44067

Conttactot's OAKS ID 0000065583

End date of A;;teement 06/ 30 /202'1 Renewa! additional terms 2 years

Total Compensation of Agteemeut $450,000.00

DBH Billing Addtess 1756 Sagamore Road, Notthfield, Ohio 44067

DBH Department Fiscal Business Of6ce DBH Conract holder's name Donna Newhart DBH Contract holdet's email Donna,nes'hart(urdbh.ohio. gov

Rct isrd itleh 2024

AGREEMENT BETWEEN THE

OHIO DEPARTMENT OF BEHAVIORAL HEALTH AND

TFIIS AGREEMENT is between the Ohio Departmeot of Behavioral Health (hereinafter the "DBH'), 30 E.

Broad St. Columbus, Ohio.13215, and Wolfscape, Inc. *&ereinafter "Contractor'), I a

Department of BehavioraI Health

The parties agree as follows:

I. NATURE OF AGREEMENT

A. Cootractor shall be employed as an independent contractor, to firlfill the terms of this Agreement aod to act as a contractol to DBH. It is specifically understood that the oatue of tie services to be rendered under this Agreement are of such a personal natute that DBH is the sole judge of the adequagv of such sen'ices.

B. DBH enter into this Agreement in reliance upori Contractoi's representations that it has the necessary expertise and experience to perform its obligations hereunder, and Contractor warrants that it does possess t}le necessary expertise and experieoce.

C. Contractor shall perform the senices to be reodered under this Agreement and DBH shall not hire, supewise, or pay any assistarts to Contacto! io its performance ofservices under this Agreemeot.

II. SCOPE OF WORK

A. Contractor shall perform the services (the 'lWork") set forth in Exhibit 1, Scope ofWork, attached hereto and made a part hereof.

B. Contactor shall, prior to undertaking any work, complete the following (select all that apply) g Contractor who will be uoderaking work at an DBH facfig, or any personnel emploved bv

Contractor who will be undertaking work at an DBH faciliw, shall, at Cootractor's expense, undergo a background invesugatioa in the same manner as set forth in Ohio Administrative Code 5122-7 -21@)(1)(e).If the backgrouod investigation reveals a conviction or guilty plea that woutd disquali!, an employment candidate according to Ohio Adminisfiative Code 5122-7 21F), Contractor must immediatelv pror.ide new personoel or DBH may unilaterallv terminate this contract.

g Contractor who will be undertaking work at an DBH facilitv, or any personnel employed bv

Contractor who will be undertakiag work at an DBH facility, shatl prowide results of a negative

Rcvis.d Nlech 2024

DBH Personal Service Contract tuberculosis test cooducted withh six months prio! to Contractor o! employee beginoing work at the DBH faciJity.

X Conttactor who will be undetaking work at an DBH facilit), or any persoflflel employed bv

Cootnctor who will be undertaking wo(k at an DBFI facility to provide care, teatment, or other services for patients, shall provide proof of vacciaation for COVID-19 in accordance with the faciliqv polic)- before entering the DBH facility, as well as proof of receipt of irnrnurization against any other disease specihed ir facility policy and in accoldance witi that policy. (l.'lote: Some services and tasks performed in or for an DBH facility may be conducted so infrequently that COVID-19 vaccinatioo is not requted, such as ad hoc non-healthcare services (aioual elevator ilspection) or sewices that are performed exclusively off-site and not at or adjacent to any site of patient care (such as accouoting services). Flowwer, DBH may choose to extend COVID-19 source control measures as appropriate. DBFI facilities should consider the ftequency ofpresence, sen'ices provided, and proximity to patients and staff.)

III. TIME OF PERFORMANCE

The Work shall be concluded on or before June 30, 2027 .'lbts Ageement shall termioate on the earlier to occur of: (i) the date on which the Work is completed to the satisfaction of DBH or (ii) the date on which this Agreement is terrniltated as provided in Article VI, Termination of Cootractor's Services.

B. As the current General Assemblv cannot comrnit a future General -t\ssembly to expenditure, this Agreement expires no later than June 30, 2027. Prior to expiration, DBH may renerv this Agreement for an additional terrn of on the same terms and cooditions by giving Contractor written notice of DBH's desire to renew.

C. It is expressly agreed by the parties that none of the rights, duties, and obligations herein shall be binding on either paty if award of this Agreement would be contrary to the terms of Ohio Revised Code ('R.C.") 3517 .13,12'7 .16 or Ch^pter 102.

IV. COMPENSATION

A. DBH shall pay Contracto! no more than $450,000.00 for the \tr(rork

B. The total amount due shall be computed according to the following cost schedule Qump sum for work produced, installrnent pa\rnents on a schedule, hourlv pay, etc.):

Rc\iscd iltaJch 2(r2.1

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

FY2O26; Not to Exceed $ 225,00.00

Cost breakdown of as foltows:

FY2O27: Not to Exceed $ 225,00.00

1. Cost Per Push to Ptow Entire Facitity

2. Cost to Push Satt Entire Facitity

3. Cost Per Push to Hand Shovel

4. Cost per Spread of Catcium Chtoride

5. Cost for Spring Ctean-up

$ 75o.oo

$ s6o.oo

$ 4oo.oo

$ 3so.oo

$ 36,999.60

C. Travel - (choose one) g No Travd - Contractor shall not be separately reimbwsed for travd lodgrng or any other expenses incwred in the performance of the Work.

a Tmvel Reimbursement - Contactor shall be reimbursed for Contractor's reasonable, actual and necessary travel, lodging, and other travel related expenses incured in the performaoce o[ the rVork to the e-xtent that such reimbursemeot is in the best interest of the stete-

1. Only travel expenses which are pre-approved by DBH will be reimbr.used.

2. Travel expenses shall be reimbursed under the same rules and conditions that applv to state employees under Ohio Adm.Code 126-1-02, pursuant to the Ohio Ofhce ofBudget and Managemeat ("OBN{") Travel Policv, attached as Exhibit 2.

3. If it is not possible to follow the OBM Travel Policy, with prior approval of DBH, Contactor shall be reimbutsed pursuant to the federal rates for reimbusement in the Continenal United States.

4. Meals shall not be reimbursed unless overnight tavel is both critical and essential.

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

E. After Contractor receives a purchase order, Contractor shall submit al invoice for the \{'ork performed consistent with *ris Anicle IV, Compensation. Each invoice shall contain an itemization of the Wotk performed, includiog dates the Work was performed and total hours worked, if requted bv Paragraph B.1., above, the location or address where the \Vork was performed, and t}le sum due at tlat time puruant to this Agreement. AII invoices shall contain Contractor's name and address and shall reference DBH and list the billing address as 1756 Sagamore Road, Northfield, Ohio 44067, Atm: Business Office, Donna Newhart. All invoices must be submitted no later than slxn, days after the \{trrk performed. After receipr and approval bv DBH of a proper invoice, as dehned by Ohio Adm.Code 126-3-01(A)(5), paymeot will be made pursuant to Ohio Adm.Code 126 3 01. Unless otherwise dlected by DBFI, invoices should be directed via email to: donna.newhart@dbh.ohio.gov.

Re\ ;s..i iUdch 202.1

F. In the event that any customer of Contracto! negotiates a lower fee structue for the Vork or comparable services, Conftacto! sha.ll prompdy notr$' DBH and shall exteod the lower negotiated rate to DBH retroactively to the Ftst date the lower rate was offered to anotler customer.

G. To receive payment, Contactor must provide Electronic Funds Transfer (EFI) paymeot ilformation vrithin the State of Ohio's, OhioPays Portal Electronic Funds Transfer is a method of palynent that dLects funds electronically to the Contractor's financial institution account through t}le provision of the Conuactor's financial instinrtion routing/transit number and account number.

v. CERTIFICATION OF FUNDS

A. It is expresslv understood aod agreed b,v the parties that none of the nghts, duties, aod obligatioos described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, R.C. 126.07, have been complied with, aod until such time as all necessary ftrnds are available or encumbered and, when required, such e-xpendinrre o[ funds is approved by the Controlling Board of the State of Ohio, or in the event that grant firnds are used, until such time that DBH gives Cootractor written notice that such funds have been made available to DBH by DBH's funding source.

\T. TERMINATION OF CONTRACTOR'S SER\'ICES

A. DBH may, at any time prior to completion of the Work, suspeod or terminate this Agreement srith or u,ithout cause by giving written notice to Contractor.

B. In the event that the Work includes divisible services, DBH may, at any time prior to completion of the Wor\ bv g|ing written notice to Contlactor, suspend or terrninate any one o! more such portions of the Work.

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

D. Contractor shall be paid for services rendered up to the date Cooractor received notice of suspension or termination, less anr, pavments prel-iouslv made, provided Contractor has supported such payments with detailed facnral data cootaining Work performed and hours worked. In the event of suspension or termination, any payments made by DBFI for which Contractor has not rendered services shall be refunded.

E. In t}te event this Agreement is terminated prior to completion of the Work, Contractor shall deliver to DBH all work products and documents which have been prepared by Contractor in the course of performing the \!brk. All such materials shall become, and remain the property o( DBFI, to be used in such manner and for such pu4lose as DBH may choose.

F. Contractor agrees to waive any right to, and shall make no claim for, additional compensation agarnst DBH bv reasoo of anl suspension or rerminadon.

G. Contactor may terminate thisAgreement upon sixty (60) davs' prior written notice to DBH.

Reris.d nllrrch 2r)24

H. If Contractor fails to perform aoy of the requirements of this contract or is in violation of a specihc provision of this contract, DBFI may provide Conttactor wdtten notice of the failue to perform or the violation and may provide a specified period to cure any and all defaults under this cootract. During the cure period, Contractor shall incur ooly tlose obligations or expendinrres which ale necessary to enable Cootractor to continue its operation and achieve compliaoce as set forth in the notice. Should Contractor fail to comply within DBH's cue period, Contractor shall be held in default o[ this contract and the contract shall terminate at the end of the cure period.

VII. REI-ATIONSHIP OF PARTIES

A. Contractor shall be responsible for all of its own business expenses, including, but not Iimited to, computers, email and intemet access, software, phone service and office space. Contractor will also be responsible for all liceoses, permits, employees' wages and salades, insurance of every qpe aod description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers' Compeasation and Unemployment Compensat.ion coverage, if any.

B. \vrhile Contractor shall be requted to render services described hereunder for DBH during the term of this Agreement, flothing herein shall be construed to imply, by reason of Contractor's eogagernent hereunder as an independent contracto!, that DBH shall have or mav exercise aay nght of control over Contractor with regard to the manner or method of Contractor's performance of services hereunder.

C. Except as expressly provided hereio, neither parq' shall have the right to bind or obligate the other party in any manner without the other party's prior written consent.

D. It is fully understood and agreed that Contractor is an independent contractor and neither

Conkactor nor its personnel shall at any time, or for aoy purpose, be considered agents, selvants, or emplovees of DBH. Unless Contractor is another Sate of Ohio entin' or a participant in the Ohio Public Employees Rettemeot 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 benehts.

E. Unless Contractor is a "business ent.ity" as that term is dehned in R.C. 1.15.037 ("an entity with five or more employees that is a corporation, association, ltrm, limited liability company, partnership, sole proprietorship, or other entity eogaged in busioess'), Contractor shall have any individual performing services under this Agreement complete and submit to DBFI the Independent Contractor/\lbrker Acknowledgement form found at h archn e/PLD \Cl.t\.pdf. This paragraph is not applicable to OPERS member emplorers

F. Cootractor's failure to complete and submit the Independent Contracto!/Worker Ackrowledgement form linlied in Paragaph VII@,) at the time Contractor executes this Agreement shall serve as Contractor's certification that Conractor is a "business entitv" as that term is defrned in R.C. 145.037.

G. Contractor declares that it has compJied with all applicable federal, state, and local laws regarding business permits and liceoses of aoy kind, including, but not lirnited to, any insurance coverage that is required rn the normal course ofbusiness.

H. Contractor agrees that it does not have any authority to s,gn agreements, ootes, and/or obligations or to make purcbases and/or dispose of propertv for, or on behalf of, the State of ohio nr DBH.

R!\,s.d \Irch 2r)2.1

I. Contmctor agrees that while operating in an DBH facility, Contractor and/or any employee or subcontractor of Contractor, shall follow ail applicable mles and regulations for that facility.

VIII. RECORD KEEPING

A. Contractor must keep all froancial records in a maoner coosistent witi genetally accepted accounting principles. Additionally, Contracto! must keep separate business records for this project, including records of disbursements and obligations incurred that must be supported bv contacts, inr oices, vouchers and other dara as appropriate.

B. During the period covered by this contract and until tlle expiration of tfuee (3) veats after fmal pay-rnent under this contract, Contractor agrees to provide the State, its duly authodzed representxtives, or any persoo, agency or instrumentality providing hnancial support to the work uodertaken hereunder, with access to and the r€ht to examine any books, documents, PaPers, and records of Contractor involving transactions related to this contract.

C. 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 provisioo.

D. Contractor must provide access to the requested records no later thao hve (5) business days after the request by the State or any party witlr audit nghts. If an audit reveals anv material deviation from the contract requirements, and misrepresentatioos or any overcharge to the State or anv other provider of funds for the contract, the State or otier parry will be entided to recover damages, as well as the cost of the audit.

E. If this contnct ol the combination of all other cootracts with Contractor exceeds ten-thousand dollars ($10,000) over a twelve (12) month period, Contractor agrees to allow federal government access to the contracts and books, documents, and records needed to veri$ Contractor's and/or subcontractor's costs.

F. Contractor must comply with any direction from DBH to preserve documents aod information, in both electrooic and paper form, and to suspend any scheduled destruction of such documents and information.

IX. RELATED AGREEMENTS

A. AII Work is to be performed b,r' Contractor, who may subcontract wirhout DBH's approval for the purchase of art.icles, supplies, components, or special mechanical services that do not involve the type ofwork or services described in Exhibit 1, Scope of Work, but which are tequled for satisfactory completion of the Work.

'1. Contractor shall not enter into subcontracts related to the Scope of Work without priot written approval by DBH. A1l work subcontracted shall be at Contactor,s expense.

2. Contractor shall furnish to DBH a list of all subcontractors; tleir addresses; ta_x identihcation numbers; cuffent licenswe, certification, or accreditation, including aoy renewal gl- reasuance thereof; and the dollar amount of each subcoolrae!-

Re$cd \lrch 202.{

B. Contractor shall bind its subcontractors to the terms of this Agreement, so far as applicable to the work of the subcontractor, and shall not agree to any ptovision which seeks to bind DBH to terms inconsistent with, ot atvar:u'nce from, this Agreement.

C. Cofltractor warrants that it has not entered into, nor shall it enter into, other agreements, without prior written approval of DBH, to perform substaotially ideotical work for the State of Ohio such that the Work dupLicates the work called for by the otier agreements.

X. RIGHTS IN DATA AND COPYRIGHTS/PUBLIC USE

A. DBH shall have unrestricted authority to reproduce, distribute, and use (in whole or in part) any repons, data, or matetials prepared by Contractor pursuant to this Agreement. No such documents or other materia.ls produced (irr whole or in part) with funds plovided to Contractor by DBH shall be subject to copyright by Contractot il tie United States or anv other country'.

B. Contractor agrees that all onginal works created under this Agreement shall be made freely available to the general public to the extent permitted or required by law unt.i1 and unless specilted otherwise by DBFI. Any requests for distribution received by Contractor shall be prompdy referred to DBH.

XI. CONFIDENTIAIITY

A. Contractor shall oot discuss or disclose any information or mateial obtained pusuant to its obligations under this Agreement without the prior wrinen consent of DBll.

B. If applicable, Cootractor agrees to execute the DBFI business associate and/or qualified sewice organization agreement, or acknowledge receipt of HIPAA/,l2 CFR Part 2 raining by executing the DBH Assurance of Presewation of the Conhdentiality aod Secudgv of Protected Flealth Ioformation prior to accessing aoy PHI or PII relating to sen'ices rendered under this cootract.

C. Contractor agrees not to use advertising, news releases, sales promotions, or other publiciqv matters relating to any product or service furnished by Contractor wherein DBH's name is mentioned, or language used from which a connectioo with DBH may be reasonablv inierred, without the prior, written consent of DBH.

XII CONTRACT REMEDIES

A. Conuactor is liable to DBH for all acnral and direct damages caused by Contractor's default.

DBH may buy substitute services from a third party for those tiat were to be provided by Contractor. DBFI may recover from Contractor the costs associated with acquiring substitute services, less any expenses or costs saved by Contractor's default.

B. lf actual or direct damages are uocertain or difhcult to determine, DBH may recover liquidated damages in the amount of one (1) percent of the value o[ the deliverable that is the subject of the default, for even da,v that t}le default is oot cured bv Contractor.

XIII. LIABILITY

A. To the extent petmitted bv lap', Contractor agrees to indemrri$' and to hold DBH and the State of Ohio harmless and immune from any and all claims for injuq' or damages arising from this Agreement

R.\ lnd \lfch:l)11 which arc attributable to Cooftactol's owo actions or omissions or those of its trustees, ofhcers, employees, subcontractors, suppliers, third party agents, or joint venturets while acting uoder dris Agreement. Such claims shall include any claims made uoder the Fai-r Labor Standards Act or under aoy other federal or state law involving wages, overtime, or emplolrnent matters and an,v claims involving patents, copyrights, and trademarks.

B. DBH's liability for damages, whether il contract or in torg shall not exceed the total amount of compensation payable to Contractor under this cootract. In addition, to the extent permitted by law, Contractor agrees that DBH arrd the Sate of Ohio and anv funding source for this conttact are held harmless and immune ftom any and all claims for injury or damages arising from this contract which are attributable to Contractolis owfl actions or omissions or those of its tmstee, officers, employees, subcontractors, suppliers, and other third parties while acting uoder this contact. Such claims shall include any claims made under the Fat Labor Sandards Act or under any otler federal or state law involving wages, overtime, or employment mafters and aoy claims involving patents, copydghts and trademarks. To the extent permitted by law, Contiactor agrees to bear all costs associated with defending against any such claims or legal actions when requested by DBH or the State to do so.

C. To the extent permitted by law, Contractor shall bear all costs associated u,ith defendiog DBH and the State of Ohio against any such claims.

D. In no event shall either party be liable to the other party fo! iodLecq coosequentia! iacidental special, or puoitive damages, or lost profits.

XIY. ANTITRUSTASSIGNMENT

A. Contractor assgns to DBH all State and Federal antitrust claims aod causes of action that relate to all goods and sen'ices provided for in this Agreement. Additionally, the State of Ohio will not pay excess charges resulting from antitrust violations by Contractor's suppliers and subcontractors.

XV. CONTRACTOR'SREPRESENTATIONSANDWARRANTIES

A. COMPLIANCE \1,1TI I llWS. Contractor, in the execution of its duties and obligations under this Agreement, agrees to comply with all applicable federal state aod local laws, rules, regulations and ordinances.

B. DRUG FREE \{'ORKPI-ACE. Contractor agrees to comply with all applicable federal state and local laws regarding smoke-ftee and drug-free work places and shall make a good faith effort to ensure that none of its employees or permitted subcontractors engaged in the Work pruchase, transfer, use or possess illegal drugs or alcohol, or abuse prescription drugs ir anl v.av.

C. DISTRACTED DRIVING. Contractor agrees to reftain fiom anv activities that may result in disracted driving, either when operatirg a state owfled vehicle or operating a personally,owned vehicle while cooducting business pursuant to this agreement.

D. NONDISCRIMINATION OF EM?LO\a{ENT. Pursuant to R.C. 125.111, DBH policv, and applicable Executive Orders Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor, shall not discriminate, by reason of race, colot, religion, gender, gender identitv or expression, sexual orientation, age, disabiliry, military status, oatiooal orlgm, or ancestr,'i status as a parent during pregnancy and immediately after the btth of a child, status as a parent of a young child, status as a ioster4atent, or genetic information agahst anv citizen of this state in the employment of any person qualifred and available to perform the Work. Contractor further agrees that ConEactor, anl subcontractor, and anv person acting on behalf of Contractor or a

Itt\iscd \hrch 2l)2.1 subcontractor shall not, io any manner, discrimioate againsg intjmidate, or retaliate against any employee hted for the performance of the Work on account of !ace, color, religion, gender, gender identity or expressioo, sexual orientadon, age, disability, militarv starus, national odgin, or ancestr)-, status as a p,rent during pregoang and immediately after the birth of a child, status as a parent of a young cbild, status as a foster parent, or genetic infotmation.

E. AFFIRMATIVE ACTION PROGRAM. Contractor rqrresents that it has a wdtteo affumative action program for the employment and effective utilization of economicallv disadvantaged persons pursuant to R.C. 125.1i 1(B) and has filed an Affrrmative Action Progam Verification form with the Equal Employmeot Opportunity and Afhrmative Action Uait of the Department of Administadve Services.

F. CONFLICTS OF INTEREST. No personnel of Cootractor who exercise an,v fi.rnctions or responsibiLities in connection uith the review or approval of this Agreemeat or carry'rng out of any of the Work shall, prior to the completion of ttre Work, voluotarily acquire any personal interest, di.rect or indirecg 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 \\'ork. Arrv such person who acquires an incompatible or conflicting personal ioterest 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 DBH in writing. Thereafter, he or she shall not participate in any action affecting the \Vork, unless DBH shall determine in its sole discretion that, in light of the personal hterest disclosed, his or her participadon in any such actioo would not be contrary to the public interest.

G. ETHICS COMPLIANCE. Contractor represents, warrants, aod cenifies that it and its emplol.ees engaged in the administration or performance of this Agreement are knowledgeable of and uodectand the Ohio Ethics and Conflict of Interest laws [ORC Chapters 102 ard 2921). Contractor fwther represents, warrants, and certihes that neither Contractor nor anv of its employees will do any act that is inconsistent with such laws.

FI. QUALIFICATIONS TO DO BUSINESS. Contractor aflums that it has all of the apptovals, licenses, ot other qualihcations needed to conduct business io Ohio and that all are current. Ifatanv time dudng the term of this Agreement Contracto!, for any reason, becomes disqualified from conduct.ing business in the State of Ohio, Conrractor will immediately noti6 DBH in writhg ard will immediatelv cease performaace of the Work.

I. CAMPAIGN CONTRIBIITIONS. Contractor hereby certihes that neither Contractor nor any of Contractor's partoers, of6cers, directors or shareholders, nor the spouse of any such person, has made contdbutions in excess of the limitations specihed in R.C. 3517.13.

J. FINDINGS FOR RECOVERY. Cootractor waffants that it is not sub]ect to an ..unresolved,, finding fot recovery under R.C. 9.24.

K. DEBARMENT Contractor represents and warrants that it is oot debarred from consideration for conttact awards by the Director of the Departrnent of Administrative Services, pursuant to either R.C. 153.02 or R.C. 125.25.

L. OFFSHORE SERVICES. contractor afftms to have read and understands Executive order 2019 12D and 2022 02D and shalHide by those requiements in the performance of this Agr"ement. Notwithstanding any other rerms of this Agleemenr, DBA reserves the right to recover anv funds paid for services contractor performs outside of the United States for whictit did nor

Itcvised llarch 202'1 l0 receive a waiver. DBH does not waive any other dghts and remedies providcd DBFI in this Agreement. Contractor agrees to complete tlte attached Exhibit 3, Executive Order 2019-1 2D Affirmation and Disclosure Form, and Exhibit 4, Executive Oxder 2022-02D Af6rrnation aod Disclosure Form which is incorporated aod becomes a part of tlis Agreement.

M. REPAYMENT. If the representations and warranties in Paragraphs J or K of this Article XV are found to be false, this Agreement is void ab initio and Contractor shall immediately repay to DBH any funds paid under dris Agreement.

N. BOYCOTTING. Pursuant to R.C. 9.76@), Contractor warants that Contactor 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.

O. GOOD STANDING. If applicable, Contractor warraots that Contractor is a member in good standing. A person or organization in good standing is regarded as having complied with all their regulatory obligatioos, whi.le not being subject to any form of sanction, suspension, or disciplinary censure. At all times durhg the term of this Agreement, Contractor shalt (a) maintain io good standing all licenses ard/or certihcations required by the State of Ohio or anv other governmental ent.ity for it to perform the work required under the Contract; and @) comply in all respects with the applicable prorisions of Tide 47 of the Ohio Rer.ised Code and anv applicable local state, and federal Iaws in regard to such licenses. If applicable, Contmctor agrees to complete the attached Exhibit 5, Certif,cation of Good Standing for Licensed Professionals, rvhich is incorporated and becomes a part of this Agpeement.

P. DATA SECUNTY AND PRMCY TERMS. If applicable, Contractor agaees to comply with the Sate of Ohio Data Securitt' and Pdvacy Terms. If Contractor is managrng or exchanging criminal justice informatioo, Contractor agrees to complete the Federal Bureau of Investigation Criminal

Justice Information Services Security Addendum form. The terms and form can be found at ht d;rs. ohio stat]c tecirn<r - str,l in[ormation-securi c

X!'I. MISCELLANEOUS

A. CONTROLLING l-{W. This Agreement and the rrghts of the parties hereunder shall be govemed, construed, and interpreted in accordance with the laws of the State of Ohio without regard to choice of law provisions.

B. WAIVER. A waiver b,v any party of anv breach or default b,v the other paq' under this Agreement shall not constitrte a continuing waiver by such partl' of an1' subsequent act in breach of or in default hereunder.

C. SURVIVAI. The provisions of Articles IV, VI, VII(G), VIn, X XI, XIII, )(IV and XV(If) hereof shall survive the termination or expiration of this Agreement.

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

E. NOTICES. Except to the exteot expressly provided otherwise herein, all notices, consents, and communicatioos requied hereunder (each, a "Notice') shall be in writing aod shall be deemed to have been prope y [iven when: 1) hand de]ivered with deliveS' acknowledged ia w;r,"g; 2) sent by U S.

Certified mail, return receipt requested, postage prepaid; 3) sent by overaight delivery service (Fed Ex, UPS, etc.) with receipt; 4) sent bv fLr<; or 5) registered email. Notices shall be deemed given upon

Re\ised iurch 202.1 ll receipt thereof, aod shall be sent to the addresses fust set forth above. Notwithstanding the foregoing, notices sent by [a-t or email shall be effectively given only upon acknowledgement of receipt by t]re receiwing parn'. Any parq' mav change its address for receipt of Notices upon notice to the other party-.

If delivery cannot be made at any address designated for Notices, a Notice shall be deemed given on the date on which delivery at such address is attempted.

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

G- HEADINGS. The headings in this Agreement have beeo inserted for coovenieot reference only aod shall not be considered in any questions of interpretadon or construction of this Agreement.

H. SEVERABILITY. The provisions of this Agreement are severable and indepeodenq aod if any such provision shall be determined to be uneoforceable in whole or irt part, the remaining provisions and any partially enforceable provision shall, to tie extent enforceable in any jurisdict.ion, nevertheless be birrding and enforceable.

I. EN IIR-E, AGREEMENT. This Agreement contains the entire agreement between thc parties hereto as to the subject matter herein and shall not be modified, assrgned or supplemented, or anv nghts herein waived, unless specihcally agreed upon in writing by the parties hereto. This Agreement supersedes any and all previous agreements, whethq written or oral, between the parties.

J. EXECUTION. This Agreement is not binding upon DBH unless executed in fu[ and is effective as ofdate/the last date of s€natuie by DBFI.

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

L. FACSIMILE SIGNATURES. Any party hereto may deliver a copy of its counterpart signatwe page to this Agreement via fax or e-mail. Each party hereto shall be eotided to rely upon a facsimile signature of any orher part' delivered in such a manner as if such srgnature were an origioal.

M. CONTR-{CT CONSTRUCTION: This conttact will be construed in accordance with the plain meaning o[its language and neither for nor against the drafting party.

N. ACCREDITATION STANDARDS: The services to be performed uoder this contract shall meet sandards required by the Joint Commission, Centers for Medicaid & N{edicare

Services or other accrediting or certi$,ing organizations, as appropriate.

O. PUBLICITY: Contractor u.,ill not adverdse that it is doing business with the State or use this contract as a marketing or sales tool without prior, wtitten consent of the State.

P. FORCE MAJEURE: If DBH ot Contractor is unable to perform any part of its obligations under this contract by reason o[ force maieute, the partv will be excused from its obligations to the extent that its performance is prevented by force maieure for the duration of the event. The party must remedy with all reasonable dispatch the cause preventing it from carq.iog out its obligations under the contract. The term "force majeure" means witheut limitation: acts of God such as epidemics; Jightniag;-earthquakes; fues; storms;

hurricanes; tornadoes; floods; washouts; dtoughts; other severe weather; explosions; resttaint o[ gor.emment and people; war; strikes; and other like events; or any cause that cou]d not be

I{.iscd IIarch 2024 ll reasonably foreseen in the exercise of ordinary care, and that is beyond the reasonable control of the party.

Q. STRICT PERFORN,f-{NCE: The failure of either party at "ny time to demand strict performance by the other party of any of the terms of *ris conttact will not be construed as a waiver of any such term, and either party may at any time demand strict and complete performance by the other party.

R. TAXES: Conttactor affrrms that it is not delinquent in the payment of any appJicable federal, state, and local taxes and agrees to comply wlth all applicable federal, state, and local Iaws in the performance of the work hereunder.

S. \IORKERS' 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 proofofworkers' compensation insurance upon request.

T. Cofltractor accepts fi.rll responsibility for payment of a1l taxes, including and without limitation, unemployment compensation, insutance ptemiums, al1 income tax deductions, social securitv deductions, and any and all other taxes or payroll deductions required for all employees engaged by Contractor in the performance of the work authorized by this Contract. DBH and the State of Ohio shall not be liable for anv taxes under this contract.

(reaainder oJ page nlediorallt bft bla&)

Rd ised \ldch 202.{ li

IN \\4'INISS \\iHFIREOF, tlre pa1'ties hcrcto havc causcd this Agrccurclrt to bc cxccutcd by thcil duly audrorized r€prcsenrldve$.

CON]'RACTOR

lii, f/r€tx?>€2-

STATE OF OI-IIO

Ohio Departnrenr ol Behavioral He-alth tt/(.1i,()

Narrre : t

Naml-

'fide:

\,po LF o"t.' I\- 1Z'2q 0[o'Iitlc:

PROCUREMENT OFFICER

eilg shn*,,"

Date:

By, By, Andy Shaw Namc:

Tide:

Financial Manager

11t13t2025

Appoml at to.fbrrt:

Matthew D Trent

Name:

Staff Attorney'Iitle:

Date:

11t13t25 t4 narr.: r\rr\foiS-

EXHIBIT 1

Scope of Work

Contractor will provide all supervision, labor, materials, and equipment necessary to remove snow and ice from the Northcoast Behavioral Healthcare (NBH) campus during occurrences of snovvfall and ice accumulation, aswell as perform spring clean-up activities during the spring. All work will be completed consistent with industry standards, taking into consideration that NBH is a 24-hour a day/seven day a week operation. Contractor shall ensure that the jobsite is cleaned up after its work and dispose of any debris at the end of every day.

Conditions of the work:

1 . Work to be performed at the request of authorized NBH personnel.

2. Contractor must be able to be onsite within one hour of being informed of the need for services.

3. Each time Contractor is present at NBH, Contractor must sign in and out at the NBH switchboard, logging services performed that day.

4. The amount of salt and calcium chloride that Contractor spreads must follow industry standards and acceptable to NBH. ln an effort to reduce travel time and provide more expedient services, salt will be stored onsite.

5. An occurrence happens every time 1" of snow falls or there is any ice accumulation.

6. Under normal circumstances, NBH will need serviced before 1" of snow has accumulated.

7. Under normal circumstances all snow and ice must be addressed before 6:30 a.m.

8. Contractor must perform services until end of applicable season or when notined by

NBH.

9. Contractor must plow and treat for ice, all areas noted on provided map to Contractor including:

a. All Drive Lanes

b. Fire Lanes

c. Parking Lots

d. Paved Areas

10. Contractor must hand shovel and apply Calcium Chloride to areas shown on map, including:

a. Sidewalks in front of Main Building

b. Sidewalks behind Main Building

c. All Courtyards

d. Admissions Sidewalks

1 1. Contractor shall perform Spring Clean-up. Clean-up to include

a. Clean up from winter damage - (damage to lawn from winter plowing).

b. Edging

c. Mulch

d. Cleaning out Flower Beds

e. Apply weed control spray

EXHIBIT 2

Ohio Of;Ece of Budget and Management Travel Policy

L26-L-O2 Rates and requirements for reimbursement of travel expenses of state agents.

(A) Defin itions

(1) "Compensation" means payment for services rendered, whether made on an hourly, per diem, salaried, or fee basis but does not include reimbursement of travel expenses.

(2) "Headquarters" means the office address at which a state agent has his/her primary work assignment.

(3) "Continental U.S. travel" means travel within the Continental United States. including the lower forty-eight states, excluding Hawaii and Alaska.

(4) "International travel" means travel outside of the Continental United States, including Hawaii and Alaska.

(5) "Reimbursable travel expenses" means those expenses which are actually incurred as a necessary part of approved travel. In addition to lodging, meals, per diem, and mileage, it includes:

(a) Miscellaneous transportation expenses such as parking charges, road tolls, and other reasonably incurred transportation expenses directly related to authorized travel, provided such expenses are listed separately on a state agent's travel expense reimbursement request;

(b) Commercial transportation expenses paid by the state agent such as taxi cabs, automobile rental , airfare, ferries, subways, bus, trains, and other commercial transportation providers;

(c) Registration fees paid by the state agent for professional events such as conferences, seminars, and meetinqs ;

(d) Miscellaneous business expenses such as telephone, facsimile, internet, and other similar charges paid by the state agent for official state business;

(6) "State agency" means every organized body, office, or agency established by the laws of the state for the exercise of any function of state government which uses money that has been appropriated to it directly, but does not include the general assem bly,supreme court, court of appeals, court of claims, any agency of these, or any state university or college as defined in division (A)(1) of section 3345.12 of the Revised Code .

(7) "State agent" means any officer, member, or employee of a state agency whose compensation is paid, in whole or in part, from state funds but does not include any volunteer serving without compensation:

(e) Miscellaneous living expenses such as laundry. dry cleaning, personal telephone calls, and postage.

(8) "Travel at state expense" means travel expenses which are paid from moneys appropriated directly to a state agency by the general assembly, but does not include travel by a state agent where expenses are paid pursuant to rule 1.10a3:llg of the Administrative Code.

(9) "Receipt" means the original document provided by a service provider or merchant that indicates the merchant's name, date of purchase, transaction amount, and line item detail identifying the service or goods provided.

(10) "Supporting documentation" means documents that validate expense claims to include, but not limited to the following:

(a) Conference material provided by the conference organizer.

(b) Formal meeting agenda provided by the meeting organizer.

(c) Currency exchange rate as evidenced by a foreign currency exchange receipt, bank or credit card statement, or the exchange rate issued by an authoritative souTce such as "OANDA" (http://www.oanda.com/cu rrencv/historical-rates/) for the travel period. Expenses shall be recorded on the travel expense report in U.S. dollars. Reimbursements authorized by this rule will be made in U.S. dollars. The original itemized receipt and the currency exchange rate documentation described in this rule is required.

(d) State agency authorizations

(11) "Conference" means a prearranged gathering with a formal agenda, for consultation or exchange of information or discussion that benefits the state, such as seminars, meetings, and other professional events.

(12) "Paid travel status" means the designation given to a state agent who is traveling on behalf of the state and is in an active pay status.

(1) Authority for travel

All state agents traveling at state expense or on paid travel status must be authorized prior to travel by the head of a state agency or his/her designee. Travel may be authorized only for official state business and only if the state agency has the financial resources to reimburse the state agent for travel expenses. State agents who are traveling at state expense or who are on paid travel status must, at all times, use prudent judgment in the use of state resources, incurring only those expenses necessary to carry out the official business of the state.

(2) Reporting requirements

(a) A state agent who has traveled at state expense and is requesting reimbursement by a state agency of his/her travel expenses shall report his/her travel expenses as prescribed by the office of budget and management. A state agent shall submit the travel expense reimbursement request within sixty days of the last date of travel. This time frame may be extended by the head of the state agency or his/her designee if mitigating circumstances exist, but in no case may this time frame exceed one hundred twenty days from the last date of travel. A completed request for travel expense Te mbursement may be denied by the office of budget and management for reasons including, but not limited to, a state agent's failure to submit the request in a timely, accurate, or truthful manner.

(B) Authority for travel and reimbursement

(b) A state agent shall obtain and provide all receipts and supporting documentation required by this rule.

(c) At no time shall a state agent claim or be reimbursed more than is allowable under this rule.

(3) Approval of travel

When the head of a state agency or his/her designee approves of a state agent's travel, such action constitutes certification of the propriety of the reimbursement of such state agent's travel expenses. The head of a state agency or his/her designee may require any reasonable form of verification of an expense if he/she determines that additional verification is necessary to his/her certification of the propriety of the reimbursement or if required receipts are not available.

(4) Reimbursement of expenses

A state agent shall be reimbursed for his/her travel expenses as authorized by this rule upon approval by the head of a state agency or his/her designee. Reimbursement for travel expenses shall be via electronic funds transfer to the same bank account that a state agent has established for receipt of his/her compensation in accordance with section 124.151 of the Revised Code.

(5) Submission of receipts

As specified by the office of budget and management, original or a legible electronic copy of receipts shall be submitted to the office of budget and management.

(6) Direct payment to vendor

Instead of reimbursing a state agent for his/her travel expenses, a state agency may make direct payment to a vendor who provides travel services for the state agent. A direct payment shall comply with the applicable rates and requirements specified in this rule.

(C) Transportation expenses

The head of a state agency or his/her designee shall, subject to the discretion of the office of budget and management, determine the appropriate mode or modes of transportation to be utilized by a state agent.

(1) Travel by state-owned automobile

Travel by state-owned automobile is authorized only for state agents and for other parties who are properly designated by a state agency and endorsed onto insurance coverage through the department of administrative services. Reimbursement is authorized for incurred service expenses necessary to the efficient and safe operation of a state-owned automobile. The names of all persons traveling in the same state-owned automobile and names of their respective state agencies shall be listed on any travel expense reimbursement request.

Travel by privately owned automobile is authorized only if the owner thereof is insured under a policy of liability insurance complying with the requirements of section 4509.51 of the Revised Code. Reimbursement of mileage expenses incurred on state business is authorized at a rate up to the internal revenue service's business standard mileage rate, within the discretion of the

(2) Travel by privately owned automobile director of the office of budget and management. The reimbursement rate for mileage expenses incurred on state business may not fall below forty-five cents per mile, unless the internal revenue service's business standard mileage rate falls below forty-five cents per mile, in which case the director may lower the reimbursement rate below forty-five cents per mile. The director of the office of budget and management will review the appropriate mileage reimbursement rate on a quarterly basis.

A state agent shall not be reimbursed for mileage commuting from his/her residence to his/her headquarters nor from his/her headquarters to his/her residence. If a state agent is required to report to a location other than his/her headquarters, the state agent will only be reimbursed for the distance from his/her residence to the alternate location less the state agent's normal commute. For example, if a state agent's normal commute from his/her residence to his/her headquarters is ten miles, and a state agent's commute from his/her residence to his/her authorized destination is thirty miles, the state agent shall only be reimbursed for twenty miles.

Travel expense reports shall indicate all intermediate destinations (i.e., specify intermediate towns and cities but not stops within a town or city) between the commencement and termination of travel as well as all vicinity mileage after arrival at destination. Reimbursement shall be made to only one of two or more state agents traveling in the same privately owned automobile, and the names of their respective state agencies shall be listed on the travel expense reimbursement request.

(3) Travel by commercial transportation

(a) Travel by commercial transportation is authorized at the lowest available rate. When any segment of travel by commercial transportation exceeds eight hours, the head of the state agency may authorize business class travel for the state agent.

(b) State funds shall not be expended to pay for unused reservations with commercial transportation unless the state agency is satisfied that failure to cancel or use the reservation was unavoidable. State agency authorization shall be required as supporting documentation.

(d) Reimbursement is authorized for automobile rental if automobile rental is more economical than any other mode of transportation or if the state agent's destination is not easily accessible by any other mode of transportation. The state agent must purchase liability insurance and loss damage waiver for accidents arising out of the operation or use of the automobile and include that cost in determining whether the automobile rental is the most economical mode of transportation.

(4) Required receipts for transportation expenses

Except as otherwise provided, receipts are required for all service expenses incurred in connection with the operation of state-owned automobiles, all commercial transportation expenses, and all miscellaneous transportation expenses exceeding ten dollars.

(D) lvleal, incidental, and miscellaneous expenses within the Continental U.S.

(1) Restrictions and…