Fully_executed_26-27_agreement.pdf

Contract #

Ohio Department of Developmental Disabilities

AGREEMENT REGARDING PROTECTIVE SERVICES

SECTION A. PARTIES

This Agreement is entered into between the Ohio Department of Developmental Disabilities (Agency), and Advocacy and Protective Services, Inc. (APSI), 4110 N High St., 2nd floor, Columbus, OH 43214 for protective services including, but not limited to, guardianship, trusteeship, and protectorship.

SECTION B. EFFECTIVE DATES

This Agreement is effective July 1, 2025, through June 30, 2027, unless terminated prior thereto pursuant to Section

G.

SECTION C. COMPENSATION

As compensation for all services provided under this Agreement, Agency shall pay APSI its actual reasonable and allowable costs up to $7,253,595 for state fiscal year 2026 and $7,253,595 for state fiscal year 2027. Agency shall pay

APSI in advance equal quarterly installments by July 15, October 15, January 15, and April 15 of each year.

No later than 60 days following the end of each quarter, APSI shall provide Agency a revenue and expense statement reflecting the previous quarter.

At the end of the fiscal year, APSI shall provide Agency a revenue and expense Statement for the fiscal year and a statement of direct expenses pursuant to I, 2, b of this Agreement. If the payments received under this Agreement exceed the payments earned for the year, APSI may retain the excess amount for reinvestment to ensure the continuation of services.

APSI shall maintain adequate financial records, including a general ledger, which may be viewed at any reasonable time by Agency.

SECTION D. DUTIES OF APSI

1. APSI shall provide protective services pursuant to sections 5123.55 to 5123.59 of the Ohio Revised

Code and Section 5123-15-01 of the Ohio Administrative Code. Services shall be provided in accordance with the specifications in Exhibit A.

2. The services to be performed shall meet the Standards for services set by the National Guardianship

Association unless otherwise specified in this agreement and standards established by the Ohio Supreme

Court. APSI shall perform all services with reasonable care, skill and diligence.

3. APSI shall maintain all necessary licenses and registrations. All services shall be performed in accordance with: (1) generally accepted standards of care and performance in the community and the quality criteria adopted by Agency; and (2) policies of Agency.

SECTION E. NATURE OF AGREEMENT

1. Agency enters into this Agreement in reliance upon APSI’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and APSI warrants that it does possess the necessary expertise and experience. It is specifically understood that the nature of the services to

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be rendered under this Agreement are of such a personal nature that Agency is the sole judge of the adequacy of such services.

2. Agency may, from time to time, communicate specific instructions and requests to APSI concerning the performance of the work described in this Agreement. Upon such notice, APSI shall comply with such instructions and fulfill such requests to Agency’s satisfaction. The management of the work, including the exclusive right to control or direct the manner or means by which the work is performed, remains with APSI. Agency retains the right to ensure that APSI’s work is in conformity with the terms and conditions of this Agreement.

SECTION F. CERTIFICATION OF FUNDS

1. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, 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 APSI written notice that such funds have been made available to Agency by Agency’s funding source.

SECTION G. TERMINATION OF AGREEMENT

1. Agency may, at any time suspend or terminate this Agreement with cause by giving thirty (30) days written notice to APSI. Agency may, at any time terminate this Agreement without cause by giving ninety (90) days written notice.

2. APSI, upon receipt of notice of suspension or termination, shall cease work on the suspended or terminated activities under this Agreement, 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

Agreement, including, without limitation, results, conclusions resulting therefrom, and any other matters Agency requires.

3. APSI shall be paid for services rendered up to the date of termination, less any payments previously made. In the event of suspension or termination, any payments made by Agency for which APSI has not rendered services shall be refunded.

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

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

Agency by reason of such suspension or termination.

6. APSI may terminate this Agreement with or without cause upon sixty (60) days prior written notice to Agency.

SECTION H. INDEPENDENT CONTRACTORS

1. No relationship of employer and employee is created by this Agreement. APSI will act hereunder as an independent contractor with no claim under this Agreement 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 APSI nor its employees are eligible to participate in any employee benefit or retirement plans offered by Agency or the State or Ohio. Agency shall withhold no payroll or employment taxes of any kind.

2. APSI is solely responsible for all of APSI’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. APSI shall indemnify and hold Agency harmless from and against any and all claims, demands, liabilities, losses, damages and expenses resulting in any manner from any act or omission of APSI or its employees related to its obligation to pay and withhold income tax, social security, unemployment insurance and to maintain worker’s compensation insurance.

3. Nothing herein shall be construed to imply, by reason of APSI’s engagement hereunder on an independent contractor basis, that Agency shall have or may exercise any right of control over APSI with regard to the manner or method of APSI’s performance of services hereunder.

4. Except as expressly provided herein, neither party shall have the right to bind or obligate the other party in any manner without the other party’s prior written consent.

5. Agency has the right to monitor the result of competent and ethical guardianship, conservatorship and protectorship services; and APSI has the right to perform such services in a mode and manner deemed necessary or appropriate by APSI at the sole discretion of APSI.

SECTION I. RECORD KEEPING

1. Until the expiration of three (3) years after the termination of this Agreement, APSI will, upon proper request, allow the State of Ohio and Agency and their duly-authorized representatives access to APSI's books, documents and records necessary to certify the nature and extent of costs of reimbursable services provided under this Agreement. For each sub agreement in excess of $2,500, APSI shall require the subcontractor to agree to these record keeping provisions. If APSI is requested to disclose any books, documents or records relevant to their Agreement for the purpose of an audit or investigation by any government agency, APSI 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. Pursuant to R.C. section 9.232, all of the following apply:

a. The minimum percentage of money that is to be expended on the APSI's direct costs shall be 80%. Direct costs are defined as those costs associated with providing services that directly benefit a patient, client or the public. Typical direct costs include but are not limited to: compensation of employees for the time devoted to the performance of the

Agreement; cost of materials or supplies acquired, consumed or expended for the purpose of the Agreement; equipment and other capital expenditures specified in the Agreement;

and travel expenses incurred to carry out the Agreement.

b. APSI shall keep current and accurate records of APSI's expenditures on direct costs to support the receipt and expenditure of monies under this Agreement.

c. APSI is subject to the financial review, audit report and other financial compliance requirements established in R.C. section 9.234 and rules adopted thereunder.

3. All provisions under this section survive the expiration or termination of this Agreement.

SECTION J. CONFLICTS OF INTEREST AND ETHICS AND LEGAL COMPLIANCE

1. No personnel of APSI who exercise any functions or responsibilities in connection with the review or approval of this Agreement or carrying out of any such work, shall, prior to the completion of said 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.

2. Any such person who acquires an incompatible or conflicting personal interest, on or after the effective date of this Agreement, or who involuntarily acquires any such incompatible or conflicting personal interest, shall immediately disclose his or her interest to Agency in writing. Thereafter, he or she shall not participate in any action affecting the work under this Agreement, unless Agency determines in its sole discretion that, in the light of the personal interest disclosed, his or her participation in any such action would not be contrary to the public interest.

3. APSI represents, warrants, and certifies that it and its employees engaged in the administration or performance of this Agreement are knowledgeable of and understand the Ohio Ethics and Conflicts of Interest laws and Executive Order No. 2019-11D. APSI further represents, warrants, and certifies that neither APSI nor any of its employees will do any act that is inconsistent with such laws and

Executive Order.

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

Section 3517.13 are in full compliance with Divisions (I)(1) and (J)(1) of O.R.C. Section 3517.13.

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

O.R.C. Section 9.24. If this warranty is found to be false, this Agreement is void ab initio and APSI shall immediately repay to Agency any funds paid under this Agreement.

6. APSI represents and warrants that it is not debarred from consideration for agreement awards by the

Director of the Department of Administrative Services, pursuant to either O.R.C. Section

153.02 or O.R.C. Section 125.25. If this representation and warranty is found to be false, this

Agreement is void ab initio and APSI shall immediately repay to Agency any funds paid under this

Agreement.

7. APSI 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; APSI has not arranged or agreement (by employment or otherwise) with any employee, APSI or agent that APSI 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 APSI or to its knowledge against any employee APSI or agent engaged to provide items or services under this Agreement (collectively, "Exclusions/Adverse Actions"). APSI shall notify Agency of any Exclusions/Adverse Actions within five (5) business days of its learning of such Exclusions/Adverse Actions.

8. APSI 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.

9. APSI 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 Agreement APSI, for any reason, becomes disqualified from conducting business in the State of Ohio, APSI will immediately notify Agency in writing.

10. APSI warrants that it has not entered into, nor shall it enter into, other agreements, 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 agreements.

11. APSI represents and warrants that neither it nor any of its employees or agents has been convicted of any offense set forth in Section 5123.081(E) of the Ohio Revised Code.

12. APSI affirms that neither it nor any of its employees or agents is presently holding a civil service position with the State of Ohio. The APSI (if an individual) declines a civil service position for the reason(s) identified below.

compensation and benefits is inadequate not interested in benefits not interested in civil service appointment

X other

SECTION K. NONDISCRIMINATION

1. Pursuant to O.R.C. Section 125.111, APSI agrees that APSI, and any person acting on behalf of

APSI 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 Agreement.

2. APSI further agrees that APSI, and any person acting on behalf of APSI or a sub-contractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of work under this Agreement on account of race, color, religion, sex, age, national origin, veteran status or disability.

3. Pursuant to Ohio Revised Code Section 125.111, APSI shall maintain a written affirmative action program for the employment and effective utilization of economically disadvantaged persons and shall file a 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. APSI shall not discriminate in the provision of services or in any matter of employment on account of race, color, religion, sex, age, natural origin, veteran status or disability.

SECTION L. LIABILITY

1. APSI 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 Agreement which are attributable to APSI’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third parties utilized by APSI, or joint venturers while acting under this

Agreement. 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. APSI shall purchase and maintain comprehensive general and professional liability insurance each in the minimum amount of $2,000,000 per occurrence. Upon request, APSI shall furnish Agency with a certificate of coverage.

SECTION M. COMPLIANCE WITH LAWS

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

SECTION N. CONFIDENTIALITY

1. APSI agrees that all data, reports and information received from Agency shall be used only for the services to be provided under this Agreement. APSI agrees that all discussions with Agency personnel and all reports prepared by APSI are confidential. APSI agrees to maintain the confidentiality of all such information and will not release such information without the prior written authorization of Agency.

2. APSI IS or X 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 APSI is a business associate, then APSI shall comply with Addendum

A.

3. All provisions under this section survive the expiration or termination of this Agreement.

SECTION O. ENTIRE AGREEMENT/WAIVER

1. This Agreement contains the entire agreement 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 Agreement supersedes any and all previous agreements, whether written or oral, between the parties.

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

SECTION P. NOTICES

1. 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:

DODD APSI

Director Kristen Henry, Executive Director

30 E. Broad St., 12th floor 4110 N. High St., 2nd floor

Columbus, OH 43215 Columbus, OH 43214

SECTION Q. SEVERABILITY

1. The provisions of this Agreement 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

1. This Agreement and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio.

SECTION S. SUCCESSORS AND ASSIGNS

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

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

Advocacy and Protective Services Inc. Ohio Department of Developmental Disabilities

Kristen Henry, Executive Director Lyndsay Nash, Interim Director

By: ________________________

By:________________________________________

Date:_________________________ Date:

7/1/25 7/2/2025

A. GOVERNING PRINCIPLES

EXHIBIT A

(1) It is the intent of the Department of Developmental Disabilities and APSI that wherever possible persons with developmental disabilities will be provided with the least restrictive protective service; and

(2) It is the intention of APSI and the Department that, where possible, based on the availability of family members and other advocates, an individual will be provided with other appropriate supports in lieu of corporate protective services when the supports are sufficient to meet the needs of the individual.

B. REFERRAL/APPOINTMENT

(1) Any person or organization may make a referral to APSI. APSI shall investigate and identify those persons who are in need of the appointment and establishment of various forms of protective services as defined in Sections 5123.55 through 5123.59 of the Ohio Revised Code. Except for the establishment of a conservatorship, protectorship, or other voluntary decision-making support, this identification shall be based upon a current comprehensive evaluation, completed pursuant to Section 5123.57 of the Ohio Revised Code, of the person’s medical, psychological, social and educational condition, upon such records as may be maintained by the Department or other service provider, or obtained from qualified professionals on a fee basis, and upon such other information, including input from the person’s family, as is deemed necessary by APSI. A Statement of Expert Evaluation prepared pursuant to Ohio Supreme Court rules is sufficient to meet this requirement. Services to be provided include but are not limited to the performance of the duties of a guardian, conservator, protector, or other voluntary decision-making support, reviewing referrals to determine the need for protective services, and providing technical assistance.

(2) APSI shall identify persons eligible for various forms of protective services as defined in Sections

5123.55 through 5123.59 of the Ohio Revised Code and pursuant to the following criteria:

(a) Guardianship shall include guardianship of the person, limited guardianship, interim guardianship and emergency guardianship as those terms are defined in Chapter 2111 of the Ohio Revised Code. Before

APSI becomes guardian pursuant to this Agreement, the person (i.e., proposed ward) shall meet the legal standard of “incompetence” of that Chapter.

(b) For protectorship or other voluntary decision-making support, it shall be established clearly that the person will benefit significantly by receiving guidance, service and encouragement in the development of maximum self-reliance.

(3) Technical assistance about guardianship issues shall be provided to families and others to the extent funds are available.

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(4) In addition to the above, APSI may request information from the County board or developmental center team in order to make a determination about the person’s need for protective services. Upon request, APSI will make available to the Department a written statement of basic information about the individual, the APSI needs statement of the presenting problem, a summary of how the individual meets the criteria and its decision to initiate or deny service.

(5) Comprehensive evaluations required by Ohio Revised Code 5123.57 will be maintained on file.

(6) APSI shall not discriminate against any prospective client, or deny the provision of any service thereunder, on the basis of race, color, religion, sex, national origin, handicap, ancestry or age.

C. PROVISION OF SERVICES

(1) APSI shall provide, without limitation thereto, the services generally described herein and such other protective services as are required by law and by rule. Such services shall comply with all rules, regulations, standards and guidelines promulgated by the Department relating to or regarding services provided to individuals, to the extent that such promulgations are not inconsistent with provisions of law specifically applying to guardians or protectors. APSI shall develop written policies and procedures pursuant to this

Agreement, which shall be made available to the Department upon request. APSI shall meet the client protective service ratio delineated in Rule 5123-15-01. APSI shall evaluate service ratios and make adjustments as necessary, including through the operation of a waitlist if APSI determines that a waitlist is necessary in order to provide effective services under this agreement.”

(2) For all individuals for whom APSI has been appointed guardian, APSI shall provide non-custodial guardianship services and shall not be required to provide or be liable for any expense of custody and/or care of such individuals.

(3) One-time expenditures with proper probate court approval may be handled by APSI for an individual under guardianship without appointment of a formal trusteeship.

(4) For all individuals for whom APSI has been appointed protector or has assumed a non-court appointed protectorship or other voluntary decision-making support, APSI shall provide protectorship services, as required by law. Non-probated protectorships shall be terminated with notice or by mutual agreement of both parties or when the need for service no longer exists. Probated protectorships shall continue in full force and effect until such time as they are terminated through court action.

(5) For all individuals for whom APSI has been appointed conservator, APSI shall provide conservator services as required by law and delineated in the conservatorship agreement.

(6) In any case where the interests of an individual and the interests of APSI as a guardian, trustee, protector, or conservator diverge and are part of a suit or proceeding, APSI shall request the court to appoint a guardian ad litem or other representative. APSI shall also refer an individual to Disability Rights Ohio when the individual is in need of legal representation.

(7) Each individual in the APSI service program will be contacted by an APSI representative as often as necessary for effective protective services, with an in-person contact at least quarterly. APSI staff will be available on a twenty-four (24) hours per day, seven (7) days per week basis via telephone. Periodic reviews and other services, pursuant to the service program, shall begin as of the date that APSI is appointed guardian, protector, or conservator for each individual. Upon such appointment, APSI shall inform the individual and any person, except the Department, who made application on the individual’s behalf for guardianship or protectorship of the procedure for terminating the appointment pursuant to Sections 5123.58 and

2111.49(C) of the Ohio Revised Code.

Guardianship services provided include visiting the individuals at least four times a year, approving placement decisions, reviewing and authorizing proposed medical treatments and individual service plans including behavioral support strategies, reviewing requests for do not resuscitate orders, providing consent for involvement in various activities, involvement in client crises, attendance at team meetings and court hearings, and completing periodic reports to the court. Protectorship and other voluntary decision-making support services provided are determined based on the agreement with the individuals. Coverage is available 24 hours a day, anywhere in the state.

(8) APSI shall provide such legal services as are required by APSI or by law and shall engage legal staff as deemed appropriate by APSI.

(9) Protective services are distinct from, and are in addition to, other services provided to an individual. APSI and

County Board Service and Support Administration shall cooperate in providing services and will make every effort not to duplicate services. Locating appropriate residential services is the responsibility of the County

Board. Providing consent for such placements for individuals under guardianship is APSI’s responsibility.

(10) APSI shall designate the Executive Director or other employee to act as liaison officer with the

Department. The liaison officer shall perform such duties as are required by APSI to achieve implementation of this Agreement and to facilitate the coordination and cooperation required thereby.

(11) APSI may utilize the funds provided by the Department for the purpose of creating alternatives to the provision of protective services pursuant to this Agreement, including but not limited to the creation of volunteer guardianship programs or assisting individuals through voluntary supported decision-making agreements. The

Department shall assist in this endeavor, especially in the provision of training and technical assistance.

(12) APSI shall remain a member of the National Guardianship Association and the Ohio Guardianship

Association.

D. REPORTS

(1) APSI shall comply with court requirements for filing plans, reports, and Statements of Expert Evaluation. Such filings satisfy the reporting requirement of Section 5123.57 of the Ohio Revised Code. For individuals whose services are not subject to probate court oversight, APSI shall complete an annual review that is made available to DODD upon request.

(2) APSI shall provide the Department with the following statistical information:

Quarterly Reporting to DODD: No later than 60 days following the end of each calendar quarter, APSI will submit quarterly electronic reports to DODD which include the following:

• Number of persons served

• Total new appointments

• Emergency Court Appointments

• Number on waiting list

• Number of visits

• Average number of visits per person served

• Average caseload size

• Persons in DCs

• Persons in ICFs

• Persons in NFs

• Number of restorations

• Number of successor guardianships

• Number of long-term moves to more restrictive settings

• Number of long-term moves to equal or lesser restrictive settings

• Number of physician requested DNRs

• Number of after-hours calls responded to

• Number of medical informed consents

• Number of service informed consents

(b) Annual Reporting to DODD – APSI will submit an annual report to DODD (due October 1st) which includes the following:

▪ Average yearly cost of serving an individual

▪ Staff turnover

▪ Progress with strategic plan goals/objectives and quality improvement efforts

▪ Results of individual/satisfaction survey

▪ Annual summary data of the quarterly reporting elements

▪ Annual audit

▪ Review of complaints received

(c) Upon request and with (10) days written notice, APSI will provide to the Department other pertinent statistical information to the extent that such information is reasonably available.

(3) APSI shall, upon request of the Department, provide the Department with access to specific records of individuals served by APSI, including accountings and other documents filed with the respective probate courts.

E. CLIENT RECORDS

(1) APSI is a responsible party under Section 5123.57of the Ohio Revised Code to which confidential records held by the Department may be released. An individual’s records held by the Department or any County Board of

Developmental Disabilities shall be released to APSI upon referral of the individual to APSI for protective services. APSI shall comply with reasonable Department and/or County Board procedures for the release of records. APSI shall assume all legal responsibility for such copies and all records in its custody and possession. The parties shall establish procedures for the orderly transfer of information and records.

(2) APSI shall maintain confidentiality of all client-identifiable records in the custody of or accessible to APSI as provided by law applicable to the Department or to the particular record. Pursuant to Section 5123.57 of the Ohio Revised Code, any records of the Department or APSI pertaining to an individual in the service program shall not be a “public record” under Section 149.43 of the Ohio Revised Code. Information contained in such records shall not be disclosed publicly in such manner as to identify individuals, but such records may be made available to persons or organizations approved in advance by the Director of the Department or the court.

(3) APSI shall develop such employee procedures, sanctions and office safeguards as are deemed necessary and appropriate by APSI to protect confidentiality and shall establish procedures for the release of records to proper interested parties.

(4) Duly authorized employees or agents of the Department may inspect and copy any client records in the possession or custody of APSI, excepting only those records exempted by attorney-client privilege, during normal business and weekend hours (8:00 A.M. to 5:00 P.M.) upon notice of one (1) business day.

F. TRANSFER OR TERMINATION OF SERVICE

If APSI concludes, in consultation with appropriate parties, that the transfer or termination of the protective service is in the best interest of the individual, APSI shall begin to transfer or terminate the protective services as soon as is practicable. If an individual for whom APSI is providing protective services or an interested party acting on behalf of the individual requests in writing the transfer or termination of the protective services by

APSI, APSI may agree with the requesting party to said transfer or termination, may enter into negotiations regarding the disposition of the protective services, or may be a party to a judicial proceeding regarding the services. APSI may petition the probate court to appoint a guardian ad litem or other representative to represent the individual in such a matter, at the cost of the court, requesting party, or the individual if she/he has assets.

The probate court, subject to an appeal according to law, shall make a final determination of the issues raised by such request. Upon transfer or termination of any individual guardianship or protectorship, APSI shall, if applicable, distribute all assets of the individual pursuant to court order.

G. STAFF

(1) APSI shall employ or retain the services of such persons as are necessary at its sole discretion to perform all acts required under this Agreement. APSI shall develop position qualifications and job descriptions for each person on its staff who has direct client contact. APSI shall attempt to employ protective service representatives who have undergraduate degrees, technical certificates, or experience in social services or related fields. At a minimum, persons serving as protective service representatives shall have a high school diploma. Upon request by the Department, APSI shall provide evidence of at least forty (40) hours of relevant training or continuing education over a 4-year period for each protective services representative, including training in the nature and needs of individuals with developmental disabilities for persons hired who have not had previous training or experience with this population.

(2) APSI shall provide, for its employees or agents, a blanket bond, or other form of insurance, or shall give a bond to the probate court, with sufficient surety, conditioned on the full and faithful accounting of all trust funds or property over which such employees or agents hold or have custody or control, pursuant to any provision of this Agreement, in accordance with the order of the court, or as provided by law.

H. OPERATIONAL SUPPORT

(1) Upon request from APSI, the Department shall provide, in each developmental center office space, internet access, and access to a telephone for the use of APSI without cost.

(2) APSI and the Department shall collaborate on the implementation of phone systems and internet access to support the services delivered by APSI. In the event that the Department advances payment for services or equipment, APSI will pay the costs when invoiced by the Department.

I. UPON TERMINATION OF THIS AGREEMENT:

(1) The Director of the Department or the Director’s nominee will identify a successor guardian, trustee or protector, effective upon probate court approval. APSI will cooperate with the Department in arranging an orderly transfer of files to the successor guardian, trustee or protector.

(2) APSI shall transfer to the Department or its nominee, under proper bill of sale and for consideration of one dollar ($1.00) such furniture and equipment as is directly attributable to funds paid by the Department.

This paragraph does not prohibit APSI from purchasing the rights provided to the Department hereunder to furniture and equipment at a mutually agreeable rate taking into account depreciation of such assets according to generally accepted accounting principles.

(3) If the Department exercises its right to terminate this Agreement, it may enter into an interim agreement with APSI to continue a portion of the services until such time as all guardianships and protectorships are duly transferred or terminated by final court order, whichever occurs first. A schedule of payments based upon outstanding caseloads shall be developed and utilized by the parties.

(4) If upon termination of this Agreement, APSI shall within one year thereafter cease to operate and shall file for corporate dissolution with the appropriate court of common pleas, as provided by law, APSI shall submit therewith a plan for distribution of assets which shall include the Department as a distributee to the extent that funds paid to the corporation were used to purchase such assets, taking into account depreciation according to generally accepted accounting principles.

J. FEES

It is the intent of the parties that all monies received for this Agreement shall be paid from the Department funds.

Nothing in this Agreement shall preclude APSI from contracting with other public agencies, including but not limited to county probate courts and County Boards of Developmental Disabilities, to provide various forms of protective services as defined by Sections 5123.55 through 5123.59 of the Ohio Revised Code. It is the intent of the parties that additional funds would not supplant the Department’s funding responsibility pursuant to this Agreement, unless mutually agreed to by both parties.

K. ANNUAL GOALS AND OBJECTIVES

APSI will identify and implement annual goals related to the provision of services under this agreement.

L. INTERNAL QUALITY ASSURANCE/MPROVEMENT PROCESS

APSI will adopt an internal process that, at a minimum, address the following:

• Adherence to policies s u c h a s intake, consent, after hour calls, complaint investigation, etc.

• Adherence to intake criteria

• Adherence to contact/visitation requirements

• Individual satisfaction

M. POLICIES AND PROCEDURES

APSI will develop, implement, and revise as needed the policies/procedures necessary to operate on a day-to-day basis. These policies/procedures will include:

• Intake criteria which assure that APSI is Guardian of last resort

• Intake process which assures services are least restrictive both in scope and duration

• Internal Quality Assurance/Improvement Process

• Caseload balancing for maximum efficiency

• Internal processes for intake, consent, after-hours calls, addressing complaints, etc.

• Adoption of nationally recognized standards of practice for public/professional guardians such as frequency of contact, development/implementation of guardianship plans, etc.

• Confidentiality of records (addressing where and how records/documents are to be kept; use of personal computers, etc.)