410-26-336_Jackson___Coker_Contract_ABC_Nursery_Grant_ORW_Pediatrician_Heather_Battles_PE.pdf

DRC 1271 (Rev. 05.2020) Page 1 of 13

Contract No.

410-26-3366

Fund ALI DEPT Program

CONTRACT

SECTION I: CONTRACT PARTIES

This Contract is entered into between the Ohio Department of Rehabilitation and Correction (Agency) and the named Independent Contractor (Contractor):

Name of Institution, Institutional Grouping, Division, Office or Other Entity:

Ohio Reformatory for Women (ORW)

Agency Contact:

Business Administrator 3

Address:

1479 Collins Avenue

City:

Marysville

State:

OH

Zip:

43040

OAKS #:

154927

Name of Vendor:

Jackson & Coker LocumTenens, LLC

Address:

2655 Northwinds Parkway City:

Alpharetta

State:

GA

Zip:

30009

SECTION II: EFFECTIVE DATES

The term of this Contract shall commence on 1st day of August 2025, as agreed by the parties; or upon the date of approval of the Controlling Board if such approval is required, subject to Termination in accordance with Section V. This Contract shall continue in full force and effect until the earliest of: 1. the 30th day of June, 2026; 2. the Contract is fully performed by both parties; or 3. the Contract is canceled or terminated.

Contract may be renewed upon satisfactory performance of activities hereunder, appropriation of funds by the Ohio General Assembly, and upon mutual agreement of the parties at a rate to be negotiated prior to the agreed extension as mutually agreed upon terms prior to expiration of the Contract. Agency shall notify the Contractor if the Agency decides to renew this Contract. The Contractor shall not obligate resources in anticipation of a renewal until notice is provided.

Contractor agrees to perform the services or render the supplies as specified in Section III of this Contract, subject to the Terms and Conditions of Section IV.

SECTION III: SERVICES OR SUPPLIES

The Contractor agrees that invoicing for the services/supplies specified under this Contract shall not exceed $47,840.00 for FY 2026 and $TBD for FY 2027.

Contractor shall provide the following services as listed below and, when applicable, as described in solicitation for services/supplies and such� response� or� the� Request� for� Proposal� and� Bidder’s�Response,� including� all� attachments� which� shall� be� attached� hereto� and incorporated herein. (List all services/supplies to be rendered; if more room is needed, reference below the attached solicitation continuation page and attach such page):

Contractor shall facilitate, source, screen and present referral(s) of Pediatrician(s) to provide on-site Pediatric Care (per Attachment A which is attached hereto and incorporated herein) at the Ohio Reformatory for Women (ORW) one day per week at $230.00 per hour bill rate which guarantees at least 4 hours of work for the physician. Attachment B is attached hereto and incorporated herein.

Calculation:

($230.00*4 hrs.=$920.00) *52 weeks = a maximum of $47,840.00 for FY2026

DRC 1271 (Rev. 05.2020) Page 2 of 13

SECTION IV: TERMS AND CONDITIONS

A. INSTITUTIONAL SECURITY REQUIREMENTS. Due to institutional security requirements, available hours to perform services or render supplies may be limited. The Contractor and Agency staff will negotiate a mutually agreeable schedule to provide services/render supplies. The Contractor recognizes the security requirements for entering a correctional institution and the Agency shall�provide�the�“Standards�of�Conduct�for�Contractors”�to�Contractor.�By�signing�this�Contract,�the�Contractor�agrees�to�notify all selected locum tenens pediatricians of their required compliance with these standards and with safety rules and procedures.

B. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. It is fully understood and agreed that Contractor is an independent contractor and is not an agent, servant, or employee of the Agency or the State of Ohio. Contractor declares that it is engaged as an independent business and has complied with all applicable federal, state, and local laws regarding business permits and licenses of any�kind,�including�but�not�limited�to�any�insurance�coverage,�workers’�compensation,�or�unemployment�compensation�that�is�required in the normal course of business and will assume all responsibility for any federal, state, municipal or other tax liabilities. Additionally, Contractor understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the Agency or the State of Ohio to any public employee retirement system.

Contractor acknowledges and agrees any individual providing clinical services or rendering supplies under this Contract is also an independent contractor and not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Contractor is a “business�entity”�as�that�term�is�defined�in�Section�145.037�of�the�Ohio�Revised�Code�(“an�entity�with�five�or�more�employees that is a corporation, association, firm, limited liability company, partnership, sole� proprietorship,� or� other� entity� engaged� in� business”)� Contractor shall require any individual performing services or rendering supplies under the Contract complete and submit to the Ordering Agency the Independent Contractor/Worker Acknowledgement form.

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

C. CONTRACTOR TRAINING: If applicable, Agency shall provide Contractor and/or the Pediatrician the necessary orientation and a copy�of�the�relevant�Agency’s�policies�and�procedures by which selected locum tenens pediatricians are expected to abide while on Agency premises.

D. APPROPRIATION OF FUNDS. The� Agency’s� funds� and� validity� of� this� Contract� are� contingent� upon� the� availability� of� lawful� appropriations by the Ohio General Assembly. If the General Assembly fails at any time to continue funding for the payments or any other obligations due by the Agency under this Contract, the Agency will be released from its obligations on the date funding expires.

If appropriations are approved, the Agency may continue this Contract past the current biennium by issuing written notice of continuation to the Contractor. Any obligations of the Agency are subject to Section 126.07 of the Ohio Revised Code.

E. CONFLICT OF INTEREST/ETHICS. Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Contract are knowledgeable of and understand the applicable Ohio Ethics and Conflict of Interest laws including but not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio Revised Code. Contractor further represents, warrants, and certifies that Contractor will use commercially reasonable efforts using industry standard means and methods to ensure that neither Contractor nor any of its employees will do any act that is inconsistent with such laws.

F. AMENDMENTS. No change to any provision of this Contract will be effective unless it is in writing and signed by both parties.

Notwithstanding the foregoing, the Agency may reduce nonmaterial changes to writing and provide notice to the Contractor, subject to�Contractor’s�right�to�reasonably�dispute�that�any�such�change�was�material�and�therefore�should�be�further�mutually�negotiated.

G. WAIVER. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Contract will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

H. COMPLIANCE WITH LAW. The Contractor must comply throughout the duration of the Contract with all applicable federal, state, local laws and Executive Orders while performing under this Contract. This shall include maintaining all business permits and licenses of�any�kind�necessary�to�its�business�or�to�this�contract.�Contractor’s�failure�to�maintain�required�licensure�is�a�breach�of Contract.

I. REGISTRATION WITH THE SECRETARY OF STATE. Contractor certifies that it is either: 1. A company that is properly registered with the Ohio Secretary of State; or 2. A foreign corporation not incorporated under the laws of the State of Ohio but is registered with the Ohio Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised Code, as applicable; or c. Exempt from registration requirements of the Ohio Secretary of State.

J. EQUAL EMPLOYMENT OPPORTUNITY. The Contractor will comply with all applicable state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Section 125.111 of the Ohio Revised Code and all applicable related Executive Orders. Before a Contract can be awarded or renewed, an Affirmative Action Plan must be submitted to and approved by the Ohio Department of Administrative Services, Equal Opportunity Division.

K. RIGHTS IN DATA. Agency shall have unrestricted authority to reproduce, distribute and use (in whole or in part) any reports, data or materials prepared by Contractor pursuant to this Contract. No such documents or other materials produced exclusively for Agency (in whole or in part) with funds provided to Contractor by Agency shall be subject to copyright by Contractor in the United States or any other country,� except� to� the� extent� that�such� reports,� data,�and�materials� contain�Contractor’s�name�and�other� trademarks.

Contractor agrees that all deliverables hereunder shall be made freely available to the general public to the extent required by law, subject� to�Contractor’s� requests� that� certain� information� is� proprietary� or� should� be� subject� to� reasonable� requests� to�maintain confidentiality to the extent permitted by applicable law or is subject to an applicable waiver as more fully outlined in section GG, below.

L. INVOICE REQUIREMENTS. The Contractor or dealer, authorized to submit invoices, must submit an original invoice to the office

DRC 1271 (Rev. 05.2020) Page 3 of 13 designated in the purchase order. The Contractor will only be compensated for the Deliverables (as that term is defined below) accepted by the Agency, provided, however, that Agency shall promptly notify Contractor in writing if any Deliverable is deemed to be unacceptable so that Contractor shall have a reasonable opportunity to cure such Deliverable. Notwithstanding anything to the contrary contained herein, Contractor and Agency acknowledge and agree that the Deliverables shall be for staffing services provided by the Contractor and shall not include the clinical services provided by the selected Pediatrician. To be a proper invoice, the invoice must include the following: 1. The purchase order number authorizing the delivery of supplies or services; 2. Agency Contract Number (if used); 3. Agency Name; 4. Agency Billing Address; 5. Delivery location of supplies or services; 6. Contractor Name; 7. Contractor Address; 8. Contractor’s�Unique�Invoice�Number;�9. Date that services were provided or that supplies were delivered; 10. Itemization of supplies or services provided, including cost; 11. For leases, the invoice must also include the payment number (e.g., 1 of 36); 12.

For time and material Contracts, the invoice must reflect labor hours actually worked and, if applicable, supplies used; and; 13. Clear statement of total payment expected.

M. PAYMENT DUE DATE AND PROCESS. In accordance with Section 126.30 of the Ohio Revised Code payments under this Contract will be due on the 30th calendar day after the date of actual receipt of a proper invoice in the office designated to receive the invoice.

The date payment is issued by the Agency will be considered the date payment is made. Payment of an invoice by the Agency will not�prejudice�the�Agency’s�right�to�object�to�or�question�that�or�any�other�invoice�or�matter�in�relation�thereto.�The�Agency’s�preferred method of payment is by electronic funds transfer. However, the Ordering Agency may also make payment by State of Ohio payment card or by warrant issued by the Auditor of State. At the time of Contract award, Contractor must be able to accept all forms of payment from the State and Agency.

N. GENERAL REPRESENTATIONS AND WARRANTIES. The Contractor warrants that: 1. The recommendations, guidance, and performance of the Contractor’s� staffing� services under this Contract (“Deliverables”) will be in accordance� with� the� industry’s� professional standards, the requirements of this Contract and without any material defect. 2. No Deliverable will infringe on the intellectual property rights of any third party. 3. All warranties are in accordance with the Contractor’s�standard�business�practices.�4.

To the extent it is applicable the Deliverables are merchantable and fit for the particular purpose described in this Contract and will perform substantially in accordance with its user manuals, technical materials, and related writings. 5. The Deliverables comply with all applicable governmental, environmental and safety standards. 6. The Contractor has the right to enter into this Contract. 7. The Contractor has not entered into any other contracts or employment relationships�that�restrict�the�Contractor’s�ability�to�perform�under� this Contract. 8. The Contractor will observe and require all selected locum tenens pediatricians to abide by all applicable laws and regulations, including those of the Agency regarding conduct�on�any�premises�under�the�State�of�Ohio’s�control.�9. To the extend it is applicable, the Contractor has good and marketable title to any Deliverable delivered under this Contract for which title passes to the Agency. 10. To the extend it is applicable, the Contractor has the right and ability to grant the license granted in any Deliverable for which title does not pass to the Agency. If any work of the Contractor or any Deliverable fails to comply with these warranties, and the Contractor is so notified in writing, the Contractor will correct such failure in a commercially reasonable time or as specified in the Contract. If the Contractor fails to comply, the Contractor will refund the amount paid for the Deliverable. The Contractor will also indemnify the Agency and the State of Ohio for any direct and actual damages based on claims made by third parties to the extent based on Contractor’s�negligent�breach of these warranties, except to the extent any such damages or claim is attributable to Agency or the�State�of�Ohio’s�acts�or�omissions. Any other written warranties offered by the Contractor shall be a minimum of one year�or�the�Contractor’s�standard�warranty�whichever�is longer.

O. INDEMNITY. The Contractor shall indemnify the Agency for any and all third party claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities including, but not limited to, bodily injury to any person (including injury resulting in death) or damage to property (“Claim”), to the extent arising out�of,� the�Contractor’s�performance�of staffing services under this Contract, providing such is due to the negligence or other tortious conduct of the Contractor or the� Contractor’s� employees.� Such indemnification shall not extend to the extent that such Claim is attributable to the Agency or its personnel or agents. The Contractor must also indemnify the Agency against any claim of infringement of a copyright, patent, trade secret, or similar intellectual property right�based�on�the�Agency’s�proper�use�of any Deliverable under this Contract. This obligation of indemnification will not apply where the Agency has modified or misused the Deliverable and the claim of infringement is based on the modification or misuse. If a successful claim of infringement is made, or if the Contractor reasonably believes that an infringement claim that is pending may actually succeed, the Contractor must take one (1) of the following four (4) actions: 1. Modify the Deliverable so that the Deliverable is no longer infringing; 2. Replace the Deliverable with an equivalent or better item; 3. Acquire the right for the Agency to use the infringing Deliverable as intended; or 4. Remove the infringing Deliverable and refund the fee the Agency paid for such Deliverable and any other affected Deliverable.

The Agency agrees to give the Contractor notice of any such claim as soon as reasonably practicable and to give the Contractor the authority to settle or otherwise defend any such claim upon consultation with and approval by the Office of the Ohio Attorney General.

P. CONTRACT REMEDIES. 1. Actual Damages. The Contractor is liable to the Agency for all actual and direct damages caused by the�Contractor’s�default.�The�Agency�may�self-perform or buy substitute Deliverables from a third party for those that were to be provided by the Contractor. The Agency may recover the costs associated with acquiring substitute Deliverables, less any expenses or�costs�avoided�by�the�Contractor’s�default. The Agency may only recover these costs if the Agency first gives Contractor notice and a reasonable opportunity to correct the default; 2. Liquidated Damages. If actual and direct damages have been finally adjudicated to be uncertain or difficult to determine, or if the parties mutually agree, the Agency may recover liquidated damages. Unless otherwise specified, liquidated damages will be in the amount of 1% of the value of the order, Deliverable, or milestone that are the subject of the default, for every day that the default is not cured by the Contractor after reasonable notice and cure period has been provided;

3. Deduction of Damages from Contract Price. The Agency may withhold payment and deduct all or any part of the damages resulting�from�the�Contractor’s�default�from�any�part�of�the�Contractor’s�compensation still due on the Contract, assuming the Agency first provided the Contractor with notice and a reasonably opportunity to correct the default; 4. Suspension of Contracting Rights.

Any Contractor that fails to perform on a contract may be held liable for damages incurred by Agency to the extent outlined in this section. In addition, a Contractor who breaches a contract or fails to perform on a contract may be precluded from being awarded any subsequent contract for the same or similar service for up to two (2) years after the termination of this contract, for cause, by Agency subject to the notice and cure provisions herein; 5. Limitation of Liability. Notwithstanding any limitation provisions

DRC 1271 (Rev. 05.2020) Page 4 of 13 contained in the documents and materials incorporated by reference into this Contract, the parties agree as follows: (a) Neither party will be liable for any indirect, incidental or consequential loss or damage of any kind including but not limited to lost profits, even if the parties have be en advised, knew, or should have known of the possibility of damages. (b) The Contractor further agrees that the Contractor shall be liable for all direct damages due to the sole fault or negligence of the Contractor, subject to the other provisions of this Contract.

Q. WORKERS’�COMPENSATION.�Workers’�compensation�insurance,�as�required�by�Ohio�law�or�the�laws�of�any�other�state�where� work under this Contract will be done, shall be maintained. Contractor shall furnish proof of coverage by providing a copy of their Ohio Bureau of Workers’ Compensation certificate. The Contractor will also maintain employer’s liability insurance with at least a $1,000,000.00 limit.

R. AUTOMOBILE AND GENERAL LIABILITY INSURANCE. During the term of the Contract and any renewal thereto, the Contractor, and any agent of the Contractor, at its sole cost and expense shall maintain a policy of Automobile Liability Insurance in accordance with the State and Federal laws, unless otherwise stated. In addition, Contractor shall carry Commercial General Liability Insurance coverage with a $1,000,000 annual aggregate and a $500,000 per occurrence limit for bodily injury, personal injury, wrongful death and property damage. The defense cost shall be outside the policy limits. Such policy shall designate the Ohio Department of Rehabilitation as an Additional Insured, as its interest may appear. The policy shall also be endorsed to include a blanket waiver of subrogation�and�a�statement�that�the�Contractor’s�commercial�general�liability�insurance�shal l be primary over any other coverage.

Umbrella/excess liability insurance may be used to meet the required limits and the coverage must follow form. The Agency reserves the right to approve all policy deductibles and levels of self-insured retention-captive insurance programs and may require the Contractor to have their policy(ies) endorsed to reflect per project / per location general aggregate limits.

S. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, the Agency is exempt from sales tax.

T. TRAVEL. Any�travel�that�the�Contractor�requires�to�perform�its�obligations�under�this�Contract�will�be�at�the�Contractor’s�expense.� The Agency will pay for any additional travel that it requests only with prior written approval. The Agency will pay for all additional travel expenses that it requests in accordance with Section 126.31 of the Ohio Revised Code and Rule 126-1-02 of the Ohio Administrative Code.

U. CONFIDENTIALITY. The Contractor may learn of information, documents, data, records, or other material that is confidential in the performance of this Contract. The Contractor may not disclose any information obtained by the Contractor as a result of this Contract, without the written permission of the Agency. The Contractor must assume that all Agency information, documents, data, source codes, software, models, know-how, trade secrets, or other material is confidential. In addition, the Contractor may not disclose any documents or records excluded by Ohio law from public records disclosure requirements.

V. FORCE MAJEURE.�The�term�“force�majeure”�means�without�limitation:�acts�of�God;�such�as�epidemics;�lightning;�earthquakes;�fires;� storms; hurricanes; tornadoes; floods; washouts; droughts; any other severe weather; explosions; restrain of government and people;

war; strikes; and other like events; or any cause that could not be reasonably foreseen in the exercise of ordinary care, and that is beyond the reasonable control of the party. If the Agency or Contractor is unable to perform any part of its obligations under this Contract by reason of force majeure, the party will be excused from its obligations, to the extent that its performance is prevented by force majeure, for the duration of the event. In order to exercise this clause, the party must provide prompt written notice of the alleged event and detail the proposed remedy or revised performance date.

W. DRUG FREE WORKPLACE. The Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall require that all selected locum tenens pediatricians, while working on Agency property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

X. ELECTIONS LAW. Unless this Contract was solicited by competitive bid pursuant to Section 125.07 of the Ohio Revised Code, Contractor hereby certifies that all applicable parties are in full compliance with Section 3517.13 of the Ohio Revised Code.

Y. ASSIGNMENT / DELEGATION. The Contractor must not assign any of its rights nor delegate any of its duties under this Contract without written consent of the Agency. Any assignment or delegation not consented to may be deemed void by the Agency.

Z. SEVERABILITY. If any provision of the Contract or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Contract will remain in full force and effect.

AA. SUBCONTRACTING. The Agency recognizes that it may be necessary for the Contractor to use a subcontractor to perform a portion of�the�work�under�the�Contract.�In�those�circumstances,�the�Contractor�shall�submit�a�list�identifying�the�Contractor’s�subcontractors.

The Contractor may not enter into subcontracts related to the Contract after award without written approval from the Agency. If any change occurs during the term of the Contract, that requires a change to identified subcontractors, the Contractor shall amend its list of subcontractors and request written approval from the Agency. The Agency reserves the right to reject any subcontractor submitted by the Contractor.

All subcontracts will be at the sole expense of the Contractor and the Contractor will be solely responsible for payment of its subcontractors. The Contractor assumes responsibility for all sub-contracting and third-party manufacturer work performed under the Contract. In addition, all subcontractors agree to be bound by all of the Terms and Conditions and specifications of the Contract. The Contractor will be the sole point of contact with regard to all contractual matters. For purposes of clarification and notwithstanding anything to the contrary contained herein, the Agency and Contractor acknowledge and agree that the Pediatrician is not a subcontractor, agency, representative, or employee of the Contractor.

BB. SURVIVORSHIP. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, warranties and limitations on damage, and any other provision herein that by its nature should survive termination or expirat ion of this Contract, shall survive the termination of this Contract.

CC. GOVERNING LAW. This Contract shall be governed by the laws of the State of Ohio, and the venue for any disputes will be exclusively with the appropriate court in Franklin County, Ohio.

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DD. NOTICES. For any notice under this Contract to be effective the notice must be made in writing and delivered to the appropriate contact provided in the Contract.

EE. CONTRACTOR’S�WARRANTY�AGAINST�AN�UNRESOLVED�FINDING�FOR�RECOVERY�AND�DEBARMENT.����The Contractor warrants that to the best of its knowledge and belief it is not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised Code or debarred from consideration for contract awards by any governmental agency. If either warranty is false on the date the parties signed this Contract, the Contract is void ab initio and the Contractor shall immediately repay any funds paid under this Contract.

FF. ORDER OF PRIORITY. Unless otherwise stated elsewhere in this Contract, if there is any inconsistency or conflict between this Contract and any provision incorporated by reference by the Contractor or any exhibit hereto, this Contract shall prevail.

GG. PUBLIC RECORDS AND RETENTION OF DOCUMENTS AND INFORMATION. The Contractor acknowledges, in accordance with Section 149.43 of the Ohio Revised Code, that this Contract, as well as any information, Deliverables, records, reports, and financial records directly related to this Contract are presumptively deemed public records. The Contractor understands that these records will be made freely available to the public unless the Agency determines that, pursuant to state or federal law, such materials are confidential or otherwise exempt from disclosure. The Contractor must comply with any direction from the Agency or the State of Ohio to preserve and/or provide documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

HH. DATA AND IT SAFETY & SECURITY. When using or possessing Agency data or accessing Agency networks and systems, the Contractor, and its employees must comply with all applicable Agency rules, policies, and regulations regarding Agency-provided IT resources, data security and integrity, provided a copy of such has been provided to Contractor. When on any property owned or controlled by the Agency, the Contractor will require all selected locum tenens pediatricians comply with all security and safety rules, regulations, and policies applicable to people on those premises.

II. PRISON RAPE ELIMINATION ACT (PREA). If this Contract is for residential services, the contractor shall comply with all Federal PREA standards per the National PREA Resource Center.

JJ. BACKGROUND CHECKS. A Background check (LEADS) shall be completed by Agency on any individual contractor and may be conducted on anyone coming into a correctional facility to provide supplies or services, prior to the contracted services being performed. Information obtained from the background check shall be used to determine whether a contract may be awarded.

KK. EXPENDITURE OF PUBLIC FUNDS ON OFFSHORE SERVICES. The Contractor affirms it has read, understands, and agrees to abide by Executive Order 2019-12D and affirms no services pursuant to this Contract will be provided from outside of the United States to include services of subcontractors in performance of this Contract. Notwithstanding any other terms of this Contract, the Agency reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The Agency does not waive any other rights and remedies provided the Agency in the Contract. During the performance of this Contract, the Contractor agrees to: 1. disclose the location(s) where all services will be performed by any contractor or subcontractor; 2. disclose the locations(s) where any Agency data associated with any of the services they are providing, or seek to provide, will be accessed, tested, maintained, backed-up or stored; 3. disclose any shift in the location of any services being provided by the contractor or any subcontractor; and 4. disclose the principal location of business for the contractor and all subcontractors who are supplying services to the Agency under theContract.

SECTION V: TERMINATION

A. This Contract may be terminated before its expiration date in any of the following manners: 1. by the parties upon mutual written agreement; 2. by either party with 30-day written notice without cause; 3. by either party with written notice of performance failure; or

4. by Agency immediately with concurrent notice if the Contractor, subcontractor and/or any selected locum tenens pediatrician violates the law or otherwise compromises the security and safety of the work site.

Either party may provide written notice of a breach and permit the breaching party to cure the breach. Such cure period shall be no longer than 21 calendar days.

B. Notwithstanding the non-breaching party permitting a period of time to�cure�the�breach�or�the�breaching�party’s�cure�of�the�breach,� neither party waives any of its rights and remedies provided in this Contract, costs associated with corrective action, or liquidated damages.

IN WITNESS WHEREOF, the parties hereto have signed this Contract on the dates indicated below.

INDEPENDENT CONTRACTOR:

Signature of Vendor:

Printed Name of Vendor / Position Title: Date:

AGENCY:

M��� ��� A��

M��� ��� ����� � A��������� ��������

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(If under $2,500.00) Deputy Director, Administration: Date:

(If $2,500.00 or greater) Director, Ohio Department of Rehabilitation and Correction: Date:

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ATTACHMENT A: SCOPE OF SERVICES

Pediatric Care

Contractor shall require the Pediatrician to provide the following:

1. An Ohio licensed physician, board certified in pediatrics to provide on-site physician care and clinical over site for the infants (newborn through 36 months of age) residing with their mothers at the Ohio Reformatory for Women. Clinic time must include patient/parent/staff education related to infant conditions and current pediatric topics.

2. The Pediatrician must provide hands on physician care whether provided on-site or at a mutually agreeable off-site location i.e., Physician office or hospital and to bill said services to Medicaid, other government funding sources and/or private third-party payers.

3. The Contractor agrees to accept Medicaid reimbursement as payment in full for services rendered for infants that have Medicaid coverage. Not applicable to this contract.

4. The Contractor must be participating provider with Ohio Medicaid and will be responsible for obtaining a Medicaid PIN number for provision of services at this site. Not applicable to this contract.

5. The Contractor must agree to be a contracted provider, or willing to execute single case agreements as applicable, with managed care plans (MCPs) contracted with Ohio Medicaid for the provision of services to MCP members. Not applicable to this contract.

6. The Pediatrician must provide screening examinations, as indicated by the most recent version of the document entitled�“Recommendations�for�Preventative�Pediatric�Health�Care,”�published�by�Bright�Futures/AmericanAcademy of Pediatrics; and adhere to the provision of services outlined in Ohio Administrative Code rule 5160-14 (or Ohio Administrative Rules that establishes EPSDT), Early and Periodic Screening, Diagnosis, and Treatment Program (EPSDT) Services and Ohio Medicaid or MCP coverage requirements as applicable.

7. The Pediatrician will provide, direct and oversee all aspects of infant medical care including weekly on-site clinics.

8. The Pediatrician will provide direct clinical patient care which ensures that appropriate medical care is delivered to the infant patients in a timely manner.

9. The Pediatrician must attend meeting and training sessions as required by the institution and/or ODRC.

10. The Pediatrician must walk between various locations on the grounds to provide medical care where infants are housed.

11. Although not required, the physician(s) may elect to begin care of the program infants at the time of delivery. If Pediatrician elects to begin providing care at OSU this service must be done for all program infants and only after approval by the ODRC MedicalDirector.

12. The Pediatrician will arrange actual clinic times for the provision of on-site services with the Unit Manager to provide adequate coverage as determined by institutional need and the availability of security and support staff.

13. Medical services will be provided in manner consistent with clinically accepted standards.

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ATTACHMENT B

Proposal

Heather Battles, MD

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