CTR028865_Unversity_Hospitals__executed.pdf

Contract (v.4.25) Drafted 04/29/2025 Page 1 of 10

Contract # CTR028865

Ohio Department of Developmental Disabilities

PERSONAL SERVICE CONTRACT

SECTION A. CONTRACT PARTIES

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

Developmental Center / Central Office Division:

Warrensville Developmental Center

Address (Street, City, State, Zip)

4325 Green Road

Highland Hills, OH 44128 and

Contractor’s Name:

University Hospitals Medical Group

Address (Street, City, State, Zip)

11100 Euclid Ave.

Cleveland, OH 44106

OAKS Supplier ID:

Type of Service:

Psychiatrist Services for Residents at WDC

SECTION B. TERM

1. The work described in this Contract shall commence on July 1, 2025. All activities under this

Contract shall be completed not later than June 30, 2027, upon which this Contract shall expire unless terminated prior thereto pursuant to Section G. In the event that the work hereunder is to be done in separate phases, each phase shall be completed within the time prescribed in Appendix I. Work shall not begin until the Agency receives an Office of Budget and Management (OBM) approved Purchase

Order.

SECTION C. COMPENSATION

1. In consideration of the promises of the Contractor herein, the Agency agrees to pay Contractor at the rates set forth in Appendix I on a reimbursement basis upon the Agency’s receipt and approval of proper invoices. Contractor shall not be compensated for services except as expressly set forth herein.

The total compensation to be paid to the Contractor under this Contract shall not exceed one hundred fifty-one thousand eight hundred forty dollars and zero cents ($151,840.00).

2. Contractor shall be solely responsible for all office, business, and personnel expenses associated with the performance of this Contract.

3. If “travel expenses” as defined by Ohio Administrative Code Section 126-1-02, are within the Scope of Work in Appendix I, Contractor shall only be reimbursed for those permissible travel expenses in accordance with the provisions of Ohio Administrative Code Section 126-1-02, in effect at the time

Contractor renders the services.

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

a. An itemization of the services performed, the material supplied, and/or labor furnished as described in Appendix I;

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

c. The sum due pursuant to the invoice for compensation owed under the Contract;

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d. Invoice date and invoice number;

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

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

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

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

5. Contractor shall submit invoice(s) and supporting documentation, if applicable, to the Agency via email at Accts.Payable@dodd.ohio.gov. The subject of the email should contain the Contractor’s

Name, Invoice Number, and Invoice Date. All invoices must be submitted to the Agency no later than November 1st immediately after the close of the fiscal year in which services are provided.

6. Agency shall pay Contractor within thirty (30) days of receipt of an approved invoice.

SECTION D. STATEMENT OF WORK

1. Contractor shall undertake and complete the work and activities set forth in Appendix I: Scope of

Work, which is attached hereto, made a part hereof, and incorporated herein by reference as if fully rewritten herein. Contractor shall consult with personnel of the Agency and with other appropriate persons, agencies, or instrumentalities as necessary to ensure a complete understanding of the work and satisfactory completion thereof.

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

3. Agency may, as it deems appropriate and necessary, communicate specific instructions and requests to Contractor concerning the performance of the work described in this Contract. Upon such notice and within a reasonable time, Contractor shall comply with such instructions and fulfill such requests to the satisfaction of the Agency. It is expressly understood by the parties that the instructions and requests are for the sole purpose of performing the specific tasks outlined in the Scope of Work and to ensure satisfactory completion of the work described in this Contract. However, they are not intended to amend or alter the terms of the Contract or any part thereof.

SECTION E. NATURE OF CONTRACT

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

Agency at any time be dissatisfied with Contractor’s performance of its duties under this Contract.

2. In the event of a termination of this Contract by Agency, Contractor shall be reimbursed in accordance with Section G.

mailto:Accts.Payable@dodd.ohio.gov

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SECTION F. CERTIFICATION OF FUNDS

It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Contract shall be binding on either party until all relevant statutory provisions of the Ohio Revised

Code (O.R.C.), including, but not limited to, O.R.C. Section 126.07, have been complied with, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that Agency gives Contractor written notice that such funds have been made available to Agency by Agency’s funding source.

SECTION G. TERMINATION OF CONTRACT

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

Contractor.

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

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

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

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

Agency by reason of such suspension or termination.

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

SECTION H. INDEPENDENT CONTRACTOR

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

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

2. Contractor is solely responsible for all of Contractor’s business expenses, including the payment or withholding of all federal, state and local income taxes, workers compensation insurance, social security and unemployment insurance, and the payment of wages and salaries, travel expenses, insurance of every kind, and health and retirement plans. Contractor shall indemnify and hold

Agency harmless from and against any and all claims, demands, liabilities, losses, damages and

Contract (v.4.25) Drafted 04/29/2025 Page 4 of 10 expenses resulting in any manner from any act or omission of Contractor or its employees or subcontractors related to its obligation to pay and withhold income tax, social security, unemployment insurance and to maintain worker’s compensation insurance.

3. Contractor understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the State to any public employee retirement system. Contractor acknowledges and agrees that any person providing services under this Contract is not a public employee for purposes of O.R.C. Chapter 145. Contractor, its employees, or any individuals performing services under the contract, shall complete and submit to the Agency the Non-Member

Acknowledgement form, attached and found at the following link:

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

SECTION I. RECORD KEEPING

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

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

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

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

1. No personnel of Contractor who exercise any functions or responsibilities in connection with the review or approval of this Contract or carrying out of any of the Work shall, prior to the completion of the Work, voluntarily acquire any personal interest, direct or indirect, which is incompatible or in conflict with the discharge and fulfillment of his or her functions and responsibilities with respect to the carrying out of the Work. Any such person who acquires an incompatible or conflicting personal interest on or after the effective date of this Contract, or who involuntarily acquires any such incompatible or conflicting personal interest, shall immediately disclose his or her interest to the

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

2. 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 Ohio Ethics and Conflicts of Interest laws. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws.

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

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

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

O.R.C. Section 9.24 or currently under suspension or proposed revocation by the Ohio Department of Medicaid or the Ohio Department of Developmental Disabilities. Contractors that are DODD certified agency providers warrant they participate in the DODD DSP Compensation Survey or have fully completed the survey as required for the present year. If this warranty is found to be false, this https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

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Contract is void ab initio and Contractor shall immediately repay to Agency any funds paid under this Contract.

5. Contractor represents and warrants that it is not debarred from consideration for contract awards by any state agency pursuant to either O.R.C. Section 125.25, O.R.C. 153.02, O.R.C. 5513.06, or any other provision of the Ohio Revised Code. If this representation and warranty is found to be false, this Contract is void ab initio and Contractor shall immediately repay to Agency any funds paid under this Contract.

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

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

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

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

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

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

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

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

SECTION K. NONDISCRIMINATION

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

2. Contractor further agrees that Contractor, any subcontractor, and any person acting on behalf of

Contractor or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of work under this Contract on account of race, color, religion, sex, age, national origin, veteran status or disability.

3. Pursuant to O.R.C. Section 125.111, Contractor shall maintain a written affirmative action program for the employment and effective utilization of economically disadvantaged persons and shall file a

Contract (v.4.25) Drafted 04/29/2025 Page 6 of 10 description of the affirmative action program and a progress report on its implementation with the equal employment opportunity office of the Department of Administrative Services.

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

SECTION L. LIABILITY

1. Contractor agrees to indemnify and to hold Agency and the State of Ohio harmless and immune from any and all claims, costs and liabilities for injury or damages arising from this Contract which are attributable to Contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third parties utilized by Contractor, or joint venturers while acting under this Contract. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime, or employment matters and any claims involving patents, copyrights, and trademarks.

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

3. Contractor shall purchase and maintain comprehensive general and professional liability insurance each in the minimum amount of $1,000,000 per occurrence. Upon request, Contractor shall furnish

Agency with a certificate of coverage.

SECTION M. COMPLIANCE WITH LAWS

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

Agency policies.

2. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE

SERVICES. No State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State data to be sent, take, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United

States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Contract, the State 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 State does not waiver any other rights or remedies provided to the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order (2022-02D) is no longer effective.

The Contractor must complete the attached Contractor/Subcontractor Affirmation and Disclosure

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

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

Ohio Administrative Policy HR-42 “Response to Active Aggressor”, every employee of the

Contract (v.4.25) Drafted 04/29/2025 Page 7 of 10 contractor providing services at the Offices of the Ohio Department of Developmental Disabilities under this Contract shall enroll and complete the online “Active Aggressor Response” training within thirty (30) days of the date employee’s initiation of services on site.

SECTION N. CONFIDENTIALITY

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

2. Contractor ☒ IS or ☐ IS NOT a "business associate" pursuant to the definition under the Health

Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder specifically 45CFR160.03. If Contractor is a business associate, then Contractor shall comply with

Addendum A and every employee of the Contractor providing services under this Contract shall enroll in and complete the online DODD-HIPAA Training located in the MyLearning Portal on the dodd.ohio.gov website within 90 days of that employee’s initiation of services.

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

SECTION O. ENTIRE CONTRACT/WAIVER

1. This Contract contains the entire Contract between the parties hereto and shall not be modified, amended or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto.

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

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

SECTION P. NOTICES

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

Ohio Department of Developmental Disabilities

Attn: Legal Counsel

30 East Broad Street, 12th Floor

Columbus, Ohio 43215

Attn: Legal Department

11100 Euclid Ave.

Cleveland, Ohio 44106

Notwithstanding the forgoing, ordinary communications regarding the status of services being provided by

Contractor may be sent by electronic mail to the designated representatives of Agency and Contractor.

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SECTION Q. SEVERABILITY

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

SECTION R. CONTROLLING LAW

This Contract and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio and only Ohio courts shall have jurisdiction over any action or proceeding concerning the Contract and/or performance thereunder.

SECTION S. SUCCESSORS AND ASSIGNS

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

SECTION T. INCORPORATION of ANCILLARY DOCUMENTS

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

Addendum A Business Associate (remove if not applicable)

Addendum B Duties Related to Direct Service Positions

SECTION U. SIGNATURES

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

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

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

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

mailto:DDDProcurement@dodd.ohio.gov

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

Ohio Department of Developmental Disabilities Ohio Department of Developmental Disabilities

Kimberley Dedino, Deputy Director Kimberly Hauck, Director

By:_ By:

Date:_ Date:

Warrensville Developmental Center

Nova Mikel, Superintendent

By:

Date:

Jeanne Lackamp MD, Chair of Dept. of Psychiatry

Nicole Maronian MD, President, UHMG

Contract (v.4.25) Drafted 04/29/2025 Page 10 of 10

Appendix I

Scope of Work

Scope of Work / Deliverables:

Contractor shall provide the services of a licensed psychiatrist to come on-site to Warrensville Developmental

Center to provide psychiatric services for residents of the Developmental Center as directed by medical staff.

The licensed psychiatrist, Dr. Scheidemantel, will be responsible for providing individual assessments and care plans, case consultation, individual therapy, prescribe medications, and complete Medicare billing documentations for residents at the Developmental Center that are provided under this contract.

Psychiatrist will be scheduled to perform 8 hours of service per week at the Developmental Center, for a maximum of 416 hours per fiscal year. Dr. Scheidemantel is entitled to planned leave through the Contractor. Contractor will be responsible for notifying Warrensville Developmental Center for any scheduled time period when the psychiatrist would be unable to provide these onsite services. The agency shall not be billed for services not provided during this leave time.

When delivering services in any direct services position to individuals residing in a Developmental Center, Contractor shall comply with all duties listed in Addendum B.

a. “Direct services position” means a position in which the Contractor has the opportunity to be alone with, or exercises supervision or control over one or more individuals with a developmental disability.

b. All services shall be performed in accordance with: (1) generally accepted standards of care in the community and the quality criteria adopted by the Agency; (2) policies of the Agency; (3) applicable rules and standards for the certification of an intermediate care facility for individuals with intellectual disabilities (ICF/IID).

Dates of Services / Timeframes:

The term of this contract spans the fiscal year(s) 2026 and 2027. Fiscal year 2026 (FY26) is July 1, 2025 - June 30, 2026. Fiscal year 2027 (FY27) is July 1, 2026 - June 30, 2027.

Budget / Rates:

The Contractor shall submit invoices monthly identifying the services provided during the billing period and will include a breakdown of costs based on the services / deliverables listed below and provide a total cost for the invoice. (See Section C. 4 for details)

The agreed upon rates for services under this contract are listed below.

Fiscal

Year

Services / Deliverables Bill Rate

(if applicable)

Maximum

Compensation

2026 Psychiatry Services for WDC Residents (max 416 hours) $180.00/hour $74,880.00

2027 Psychiatry Services for WDC Residents (max 416 hours) $185.00/hour $76,960.00

Total Maximum Compensation $151,840.00