CTR030903_-_Urban_Express_Charter_CDC.pdf

Ohio Department of Developmental Disabilities

Revised 5.16.2025 Page 1 of 8

AGREEMENT FOR TRANSPORTATION SERVICES

OhioBuys Contract# _____________

I. CONTRACT PARTIES

This agreement is entered into by and between the Ohio Department of Developmental Disabilities (DODD) on behalf of Columbus Developmental Center, hereinafter collectively referred to as DEVELOPMENTAL CENTER, and Urban Express Charter, hereinafter

ENTITY.

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 this agreement is for six months from July 1, 2025 through December 31, 2025, 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 non-exclusive 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 safe transportation to the location of these services and return to the DEVELOPMENTAL CENTER

B. Outline the provisions for payment of services.

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

IV. DUTIES OF BOTH PARTIES

A. Nondiscrimination

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

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The parties agree to comply with applicable requirements relating to unusual and major unusual incidents (MUIs) and behavior intervention in order to protect the health and welfare of individuals served under this agreement. In order to comply with the MUI requirements, ENTITY will ensure that drivers complete training on their duty and the process to report abuse, neglect and other MUIs in accordance with Ohio Admin Code 5123-17-02.

V. DEVELOPMENTAL CENTER OBLIGATIONS

A. The DEVELOPMENTAL CENTER shall notify the ENTITY of the number of individuals requiring transportation services along with the destination for the day habilitation services.

B. The DEVELOPMENTAL CENTER shall provide the ENTITY with a schedule in terms of the number of days and start and stop times for each individual participating in day habilitation services and being transported by the ENTITY to and from the

DEVELOPMENTAL CENTER.

C. The DEVELOPMENTAL CENTER shall notify the ENTITY as soon as known, any changes to services based on an individual’s day habilitation provider selection. This may include, but is not limited to, day habilitation provider and destination for the individual, changes in number of days, and changes to start/stop times for transportation services.

D. The DEVELOPMENTAL CENTER shall be responsible for assuring that 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 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.

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, destination for day habilitation service provider, and start/stop times for transportation services.

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.

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C. The ENTITY’S monthly invoice shall indicate the total reimbursement requested for the month, 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 number of the person’s one-way trips, mileage per trip, and the per trip rate.

D. The ENTITY shall procure and maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by the ENTITY, its agents, representatives, or employees. The ENTITY shall also procure and maintain automobile liability insurance with a limit no less than $1,000,000 per accident for bodily injury and property damage. All insurance required shall be provided by insurers with a rating of no less than A-VII from A.M. Best or a comparable rating agency. The ENTITY must furnish DODD with certificates of insurance or copies of the applicable policy language effecting coverage required by this clause within 7 days after a written request.

VII. REIMBURSEMENT

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

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

i. Transportation services for each one-way trip at the ENTITY’s per trip rate of $185.00, for each individual served under this agreement, as listed in the roster of participants.

C. The maximum compensation the ENTITY may receive for transportation services provided during the full term of this agreement is $46,250.00. This amount is based upon transportation of up to _19_ individuals.

D. The ENTITY’S obligations under this agreement are limited to individuals who receive 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.

VIII. 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 include, but are not limited to the Interdisciplinary Team meeting, program development, program implementation, and/or program review.

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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.

IX. 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: Columbus Developmental Center 1601 W Broad Street Columbus, Ohio 43222

TO: Urban Express Charter 1640 E. Fifth Avenue Columbus, Ohio 43219

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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 performing their obligations under this agreement and working on state/county property, will not purchase, transfer, use or possess alcohol, illegal drugs or alcohol or abuse prescription drugs in any way.

G. The ENTITY certifies that they do not employ any person disqualified from employment pursuant to Ohio Administrative Code 5123-2-02 (C)(2), (C)(3) or (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 6 of 8 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 7 of 8 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, 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

Residential Resources Division, Deputy Director

By: Date:

COLUMBUS DEVELOPMENTAL CENTER

Superintendent

By: Date:

URBAN EXPRESS CHARTER

Sales Representative

By: Date: