CTR030667_-_PALS__a_Chrysalis_Health_Company__LLC_CADC.pdf

Ohio Department of Developmental Disabilities

Revised 5.16.2025 Page 1 of 9

AGREEMENT FOR ACTIVE TREATMENT AND TRANSPORTATION SERVICES

OhioBuys Contract# CTR030667

I. CONTRACT PARTIES

This agreement is entered into by and between the Ohio Department of Developmental Disabilities (DODD) on behalf of Cambridge Developmental Center, hereinafter collectively referred to as DEVELOPMENTAL CENTER, and PALS, a Chrysalis Health Company, LLC, hereinafter ENTITY.

The ENTITY is a DODD certified supplier with the certification number of 2558147.

In consideration of the provisions of this agreement and the mutual covenants and promises as set forth herein, the parties agree as follows:

II. TERM

A. The term of agreement is for one year from July 1, 2025 through June 30, 2026, unless terminated prior thereto by either party in accordance with paragraph II.B and except as provided in paragraph II.C.

B. This agreement may be terminated without cause by either party, at any time, for any reason, by giving sixty (60) days advance notice, in writing, to the other party, or any time upon notice, in writing, if the termination is for cause. Unless the parties agree in writing otherwise, the parties shall perform their obligations under this agreement until termination is effective.

C. This agreement shall not be effective until signed by both parties, and issuance of a purchase order approved by the Office of Budget and Management (OBM).

III. PURPOSE

The parties have entered into this agreement in order to achieve the following goals:

A. Ensure that the residents of the DEVELOPMENTAL CENTER who are enrolled in ENTITY’S day programs receive the programming as prescribed by the Interdisciplinary Team in the individual’s program plan.

B. Maintain a system of collaborative planning for services to eligible individuals.

C. Ensure that services covered by this agreement are limited to active treatment as defined in 42 Code of Federal Regulations (hereinafter CFR) 483.440(a) and transportation services.

D. Outline the provisions for payment of services.

E. Implement the DEVELOPMENTAL CENTER’s obligation to comply with 42 CFR 483.410(d).

IV. DUTIES OF BOTH PARTIES

A. Nondiscrimination

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In the performance of their obligations under this agreement the parties shall not discriminate on the basis of county of origin/residence, place of residence, race, creed, color, age, sex, national origin, source(s) of payment or handicap.

B. Unusual Incidents, Major Unusual Incidents, and Behavior Intervention

The parties agree to comply with applicable requirements relating to unusual and major unusual incidents and behavior intervention in order to protect the health and welfare of individuals served under this agreement. The DEVELOPMENTAL CENTER shall:

i. Give prior notice within a reasonable time to the ENTITY of all meetings related to the development, implementation and/or modification of OhioISP plans affecting individuals served under this agreement.

ii. Permit the ENTITY to participate in all meetings of the DEVELOPMENTAL CENTER staff related to the development, implementation and/or modification of OhioISP plans for persons being served under this agreement, or for whom the DEVELOPMENTAL CENTER is requesting services.

iii. Provide necessary staff to attend meetings held by the ENTITY related to the development, implementation and/or modification of OhioISP plans for persons being served under this agreement, or for whom the DEVELOPMENTAL CENTER is requesting services.

V. DEVELOPMENTAL CENTER OBLIGATIONS

A. The DEVELOPMENTAL CENTER shall notify the ENTITY’S Intake Coordinator for Adult Services of potential new clients and expedite the completion of required forms to the ENTITY’S Intake Coordinator.

B. The DEVELOPMENTAL CENTER shall provide the ENTITY with prior authorization for those portions of each client’s individual habilitation plan that are to be implemented during the day program as per the Interdisciplinary Team agreement.

C. The DEVELOPMENTAL CENTER shall provide all records and other information necessary to inform the ENTITY fully about the nature and extent of the medical and/or OhioISP plans to positively manage the individual receiving services with the ENTITY.

D. The DEVELOPMENTAL CENTER shall be responsible for assuring that active treatment and transportation services meet Medicaid standards for quality of services.

E. Upon receipt of an invoice which conforms to the requirements of paragraph VI. H., the DEVELOPMENTAL CENTER shall reimburse the ENTITY for billed and eligible services monthly. The DEVELOPMENTAL CENTER shall issue such payment within thirty (30) days of receipt of receipt and approval of such invoice.

F. The DEVELOPMENTAL CENTER shall be responsible to carry out all obligations of the DEVELOPMENTAL CENTER as set forth in applicable law, except to the extent that any obligation has been explicitly covered under this agreement.

G. Any delegation of any obligation of the DEVELOPMENTAL CENTER to the ENTITY under this agreement shall not alter the duty of the DEVELOPMENTAL CENTER to meet all requirements of applicable law.

H. Nothing in the agreement shall be interpreted to impose requirements on the ENTITY other than those which are explicitly set forth in this agreement.

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I. The DEVELOPMENTAL CENTER and ENTITY will jointly agree on a roster of those to participate. The roster shall list the names of each individual and the day(s) per week he/she will participate.

VI. ENTITY RESPONSIBILITIES

A. Nothing in the agreement shall be interpreted to require the ENTITY to provide services without compensation.

B. The ENTITY shall admit the new residents of the DEVELOPMENTAL CENTER for evaluation of eligibility within thirty (30) days of receipt of a completed referral packet. In the event that a waiting list for admission should exist, each subsequent request shall be dealt with in accordance with the ENTITY’S existing waiting list policy.

C. The individual’s Interdisciplinary Team shall identify all persons, including ENTITY staff, that shall participate on the individual’s Interdisciplinary team.

D. The ENTITY shall provide active treatment and transportation services to enrolled residents of the DEVELOPMENTAL CENTER as prescribed in each individual’s OhioISP plan and according to the requirements of 42 CFR 483.410(d) and 483.440(a).

E. The ENTITY shall notify the Qualified Intellectual Disability Professional (QIDP) of the DEVELOPMENTAL CENTER of any needed program changes and progress and shall receive written authorization from the QIDP of the DEVELOPMENTAL CENTER prior to implementing any changes in the individual’s program.

F. The ENTITY shall conform to Federal and State laws including all applicable rules of the Ohio Department of Job and Family Services regarding the Ohio Medicaid Program.

G. The ENTITY’S monthly invoice shall indicate the total reimbursement requested for the month, the total reimbursement requested for active treatment services, the total reimbursement requested for transportation, and for each person served in the month: the person’s name, the number of days of attendance, the daily rate for active treatment services for that person, the number of the person’s one-way trips, and the per trip rate.

H. The ENTITY shall provide the DEVELOPMENTAL CENTER current information and billing documentation for all clients attending the ENTITY’S day program under this agreement that will enable the DEVELOPMENTAL CENTER to make claims to appropriate payees for reimbursement of service costs through the Ohio Medicaid Program.

VII. DEVELOPMENT OF INDIVIDUAL SERVICE PLAN (OHIOISP)

A. The DEVELOPMENTAL CENTER and the ENTITY shall cooperate in the development and review of a joint Ohio Individual Service Plan (OhioISP), as applicable, for each individual who has been accepted by the ENTITY to receive active treatment and transportation services under this agreement, including, but not limited to the following activities:

1. Development of an initial OhioISP including goals and criteria for assessing performance.

2. Review and revision of the OhioISP in accordance with applicable State and Federal law.

B. For each type of service required under the OhioISP, the OhioISP shall specify whether that service is to be provided by the ENTITY or the DEVELOPMENTAL CENTER.

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C. The DEVELOPMENTAL CENTER shall permit representatives of the ENTITY to have access to such staff and documents of the DEVELOPMENTAL CENTER as may be reasonably necessary to develop, review and revise the OhioISP.

D. The ENTITY shall permit representatives of the DEVELOPMENTAL CENTER to have access to such staff and documents of the ENTITY as may be reasonably necessary to develop, review and revise the OhioISP.

E. When the team determines any individual has a need for one-to-one permanent full-time staffing, responsibility for such staffing will be incorporated as part of the OhioISP. In the event that the ENTITY determines that the needs of an individual served under this agreement cannot be met within available resources, including but not limited to available staff, the ENTITY shall notify the DEVELOPMENTAL CENTER in writing.

VIII. REIMBURSEMENT

A. The ENTITY shall submit all billing for the delivery of active treatment and transportation services under this agreement to the DEVELOPMENTAL CENTER monthly.

B. The ENTITY shall receive payment from the DEVELOPMENTAL CENTER for:

i. Active treatment services for each day of attendance at the acuity-based daily rates for the ENTITY, as set forth in Appendix B of the Ohio Administrative Code 5123- 9-17 (as amended for services provided on or after July 1, 2024); and

ii. Transportation services for each one-way trip at the per trip rate for the ENTITY as set forth in Appendix B of the Ohio Administrative Code 5123-9-18 (as amended for services provided on or after July 1, 2024). for each individual served under this agreement, as listed in the roster of participants.

C. The maximum compensation the ENTITY may receive for active treatment and transportation services provided during the full term of this agreement is $394,565.60. This amount is based upon current enrollment of 4 individuals and possible participation/enrollment of up to an additional 4 individuals.

D. The ENTITY’S obligations under this agreement are limited to individuals who receive active treatment and transportation services from the ENTITY.

E. The DEVELOPMENTAL CENTER’S obligations under this agreement are subject to the determination by the Director of the Ohio Department of Developmental Disabilities that sufficient funds have been appropriated by the Ohio General Assembly to the Ohio Department of Developmental Disabilities for the purposes of this agreement and to the certification of the availability of such funds by the Ohio Director of Budget and Management as required by ORC 126.07.

IX. DISPUTE RESOLUTION

A. In the event that a dispute arises under the provisions of this agreement other than a dispute concerning the termination of the agreement under section I.B, or other than that the ENTITY has determined that its available resources are insufficient to accept additional individuals for services from the ENTITY under this agreement, the parties shall follow the procedure set forth below in an effort to resolve the dispute. The time requirements may be changed by consent of the parties in writing. The ENTITY shall continue to receive payments due and the enrolled DEVELOPMENTAL CENTER residents shall continue to receive services under this agreement until procedures for the final review set forth in paragraph IX. D. have been completed. Disputes to be resolved by this process may

Revised 5.16.2025 Page 5 of 9 include, but are not limited to the Interdisciplinary Team meeting, program development, program implementation, and/or program review.

B. Notice of Dispute

The complaining party shall provide written notice of the nature of the dispute to the other party. The notice shall include the date and place of the preliminary meeting.

C. Preliminary Meeting

Within ten days of receiving the notice of dispute, the director of the ENTITY and the superintendent of the DEVELOPMENTAL CENTER, or the designee of either, shall hold a preliminary meeting. The complaining party shall make all arrangements for the preliminary meeting. The parties shall make a good faith effort to resolve the dispute at the preliminary meeting. All statements made during the preliminary meeting shall be privileged as settlement discussions and shall not be used for any purpose by either party in any further proceeding involving the parties.

D. Final Review

1. In the event that the dispute is not resolved in the preliminary meeting, the complaining party shall give notice of the continuing dispute within ten days of the preliminary meeting to the other party. The notice of continuing dispute shall contain the time and place of the final review. The ENTITY and the Director of the Ohio Department of Developmental Disabilities shall each appoint two representatives who shall meet and make a good faith effort to resolve the dispute.

2. The final review shall take place not more than ten days from the receipt of the notice of continuing dispute and shall be arranged by the complaining party.

3. The designees of the ENTITY and the designees of the DEVELOPMENTAL CENTER involved in the final review shall issue a joint report in writing within thirty

(30) days of their meeting. The report shall summarize what took place at the meeting and describe the resolution of the dispute, if the dispute is resolved.

4. In the event that the dispute is not resolved in the final review, the complaining party may terminate the agreement by giving sixty (60) days advance notice, in writing, to the other party.

X. MISCELLANEOUS PROVISIONS

A. The parties agree that the rights, duties and responsibilities set forth herein shall not be assigned without prior written consent of the other party.

B. All notices required to be given herein shall be in writing and shall be sent to the superintendent of the ENTITY and the Superintendent of the DEVELOPMENTAL CENTER, as applicable, at their following respective addresses:

TO: Cambridge Developmental Center 66737 Toland Drive Cambridge OH 43725

TO: PALS, A Chrysalis Health Company, LLC 5250 Strawberry Farms Columbus, OH 43230

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C. At all times during the duration of this agreement, the ENTITY shall act as an independent contractor in connection with the performance of their respective obligations under this agreement.

D. The terms and conditions set forth in this agreement constitute the entire understanding between the parties with respect to the matters contained herein and supersede all prior agreements and representations whether written or oral. This agreement may not be modified except in writing signed by authorized representatives of the parties.

E. Any provision of this agreement prohibited by State or Federal laws shall be deemed void and of no effect, leaving the remaining provisions intact.

F. The ENTITY agrees to comply with all applicable State and Federal laws regarding a drug-free workplace. Both parties shall make good faith effort to ensure that all their employees, while working on state/county property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

G. The parties, by their signatures on this agreement, certify that they do not employ any person disqualified from employment pursuant to Ohio Administrative Code 5123-2-02 (E)(1), (2), (3), or (4).

H. The parties shall perform their obligations under this agreement in a manner that enables the DEVELOPMENTAL CENTER to comply with its obligations under Subtitle A of Title II of the American with Disabilities Act of 1990, 42 Section 12131 through 12134.

I. Any action or proceeding arising out of or related to this agreement shall be brought only in a state or federal court of competent jurisdiction located in Franklin County, Ohio. The parties hereby consent to in persona jurisdiction of said courts.

J. The ENTITY warrants that it is not subject to an “unresolved” finding for recovery under ORC 9.24 or currently under suspension or proposed revocation by the Ohio Department of Medicaid or the Ohio Department of Developmental Disabilities. ENTITIES that are DODD certified agency providers warrant they will participate in the DODD DSP Compensation Survey or have fully completed the survey as required for the present year.

If any warranties are deemed to be false, the agreement is void ab initio and the ENTITY must immediately repay to the State of Ohio any funds paid under this agreement.

K. The ENTITY shall not, during the performance of this agreement, change the location(s) of the county where the services are performed or change the location(s) of the county where the data is maintained or made available without prior written approval of the

DEVELOPMENTAL CENTER.

L. Provisions for Compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA)

1. Definition

Protected Health Information (hereinafter “PHI”) is information received from or on behalf of the DEVELOPMENTAL CENTER and the ENTITY that meets the definition of PHI as defined by the Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated by the United States Department of Health and Human Services, specifically 45 CFR. 164.501 and any amendments thereto.

2. Permitted Uses and Disclosures

The DEVELOPMENTAL CENTER and the ENTITY shall not use or disclose PHI created, obtained or disclosed pursuant to this agreement, except as provided within

Revised 5.16.2025 Page 7 of 9 this agreement solely to fulfill the specific agreement activities specified herein or as otherwise required under the HIPAA regulations or other applicable law. All subcontractors and agents of the DEVELOPMENTAL CENTER and the ENTITY are limited to the uses or disclosures that the DEVELOPMENTAL CENTER and the ENTITY are permitted by HIPAA to conduct.

3. Safeguards

The DEVELOPMENTAL CENTER and the ENTITY shall use appropriate safeguards to protect against use or disclosure not provided for by this agreement.

4. Reporting and Disclosure

The DEVELOPMENTAL CENTER and the ENTITY shall promptly report to each other any knowledge of uses or disclosures of PHI that are not in accordance with this agreement or applicable law. In addition, the DEVELOPMENTAL CENTER and the ENTITY shall mitigate any adverse effects of such a breach to the extent possible.

5. Agents and Subcontractors

The DEVELOPMENTAL CENTER and the ENTITY ensure that all of their agents and subcontractors that receive PHI from or on behalf of or create PHI on behalf of themselves or each other agree to the same restrictions and conditions that apply to the DEVELOPMENTAL CENTER and the ENTITY with respect to the use or disclosure of PHI.

6. Accessibility of Information

The DEVELOPMENTAL CENTER and the ENTITY shall make available to each other such information as they may require to fulfill their obligations to provide access to, provide a copy of, and account for disclosures with respect to PHI pursuant to HIPAA and regulations promulgated by the United States Department of Health and Human Services, including, but not limited to, 45 CFR. 164.524 and 164.528 and any amendments thereto.

7. Amendments of Information

The DEVELOPMENTAL CENTER and the ENTITY shall make PHI available to each other in order to fulfill their obligations pursuant to HIPAA to amend the information and shall, as directed by each other, incorporate any amendments into the information held by the other and ensure incorporation of any such amendments into information held by their agents or subcontractors.

8. Disclosure

The DEVELOPMENTAL CENTER and the ENTITY shall make available their internal practices, books and records relating to the use and disclosure of PHI received from each other, or created on behalf of each other, to each other and to the Secretary of the United States Department of Health and Human Services for the purpose of determining their compliance with HIPAA and the regulations promulgated by the United States Department of Health and Human Services and any amendments thereto.

9. Material Breach

In the event of a material breach of either the DEVELOPMENTAL CENTER’s or the ENTITY’S obligations under this section, the non-breaching party may at its

Revised 5.16.2025 Page 8 of 9 option terminate this agreement. Termination of this agreement shall not affect any provision of this agreement, which by its wording or nature, it intended to remain effective and to continue to operate in the event of termination.

10. Return or Destruction of Information

Upon termination of this agreement, the DEVELOPMENTAL CENTER and the ENTITY, at their option, shall return to each other, or destroy, all PHI in their possession, and keep no copies of the information except as requested by each other or required by law. If the DEVELOPMENTAL CENTER or the ENTITY or their agent or subcontractor destroys any PHI, then that party will provide the other documentation evidencing such destruction. Any PHI maintained by the DEVELOPMENTAL CENTER, or the ENTITY shall continue to be extended the same protections set forth in this agreement for as long as it is maintained.

11. Management and Administration

The DEVELOPMENTAL CENTER and the ENTITY permit each other to use PHI obtained from the other for management and administration purposes or to carry out legal responsibilities. The DEVELOPMENTAL CENTER and the ENTITY permit each other to disclose PHI obtained from the other if the disclosure is required by law.

M. SIGNATURES

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

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

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

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

mailto:DDDProcurement@dodd.ohio.gov

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IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized representatives on the dates shown below.

OHIO DEPARTMENT OF DEVELOPMENTAL DISABILITIES

Kimberley Dedino, Residential Resources Division, Deputy Director

By: Date:

CAMBRIDGE DEVELOPMENTAL CENTER

Bryan Kerns, Superintendent

By: Date:

PALS, A Chrysalis Health Company, LLC

By: Date: