FY26-27_Wright_State_Phyicians__TDC__-__signed.pdf

PROFESSIONAL SERVICES AGREEMENT Page 1/9

PROFESSIONAL SERVICES AGREEMENT

Contract Physician, Psychiatry

This PROFESSIONAL SERVICES AGREEMENT (“PSA”; the "Agreement") is made and entered into effective 07/01/2025 ("Effective Date"), by and between the Ohio Department of Developmental Disabilities Tiffin Developmental Center, located at 600 N River Rd, Tiffin, OH 44883 ("AGENCY”) and Wright State Physicians, Inc. ("ASSOCIATION"), an Ohio non-profit corporation located at 725 University Blvd, Fairborn OH 45324.

WHEREAS, AGENCY owns and operates a facility providing temporary youth residential placement and programs; and

WHEREAS, AGENCY desires to obtain the services of ASSOCIATION through its qualified physician(s) to provide professional psychiatry services, further described in the attached Appendix; and

WHEREAS, ASSOCIATION wishes to provide said services to AGENCY, and

WHEREAS, the parties agree that this Agreement is of mutual benefit and will benefit the community by furthering the provision of quality care and graduate medical education.

NOW, THEREFORE, in consideration of the agreements contained herein, the parties agree as follows:

1. DESIGNATION & DUTIES. ASSOCIATION shall designate physician(s) employed by ASSOCIATION, as delineated in Appendix I (hereinafter referred to as “Physician(s)”. Physician(s) shall offer these services on a fifty-two (52) week basis as mutually scheduled with AGENCY. See Appendix I for a description of duties.

2. INDEPENDENT CONTRACTOR.

2.1. ASSOCIATION employed Physician(s). No relationship of employer and employee is created by this Agreement. ASSOCIATION and Physician(s) 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 ASSOCIATION 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.

2.2. ASSOCIATION is solely responsible for all of ASSOCIATION’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. ASSOCIATION 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 ASSOCIATION 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.

2.3. ASSOCIATION 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. ASSOCIATION acknowledges and agrees that any person providing services under this Agreement is not a public employee for purposes of O.R.C. Chapter 145. ASSOCIATON, its employees, or any individuals performing services under this Agreement, 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

Docusign Envelope ID: 52E70A3F-F199-4CD4-BF50-386076601894 https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

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3. STATEMENT OF WORK

3.1. ASSOCIATION 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. ASSOCIATION 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.

3.2. ASSOCIATION and Physician(s) shall maintain all necessary licenses or registrations. ASSOCIATION and Physician(s) 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.

3.3. AGENCY may, as it deems appropriate and necessary, communicate specific instructions and requests to ASSOCIATION and Physician(s) concerning the performance of the work described in this Agreement. Upon such notice and within a reasonable time, ASSOCIATION and Physician(s) 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 Agreement. However, they are not intended to amend or alter the terms of the Agreement or any part thereof. Notwithstanding, AGENCY shall neither have nor exercise any control or direction over the methods by which the Physician(s) perform patient care functions;

further, the AGENCY will not interfere in any manner with the usual patient/provider relationship by and between Physician(s) and the patients seen hereunder, nor will the AGENCY take any action in violation of medical ethics.

4. TERM AND TERMINATION

4.1. Initial Term. The initial term of work described in this Agreement shall commence on 07/01/2025 and remain in full force and effect through 06/30/2026 (the “Initial Term”) upon which this Agreement shall expire unless terminated prior pursuant to Section 4.2.

Work shall not begin until AGENCY receives an Office of Budget and Management (OBM) approved Purchase Order. The AGENCY will communicate receipt of the OBM immediately upon receipt. Parties may renew this Agreement for an additional one-year term with the mutual written agreement.

4.2. Termination

(i) Either party may, at any time prior to the completion of services by ASSOCIATION under this Agreement, suspend or terminate this Agreement with or without cause by giving thirty (30) days’ written notice to the other party.

(ii) Upon receipt of notice of suspension or termination, the receiving party may, at its own discretion, elect to mutually schedule a reduction of services provided over time. If requested by AGENCY, ASSOCIATION will 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.

(iii) ASSOCIATION shall be paid for all services rendered up to the date of termination, provided ASSOCIATION has supported such payments with invoices as required under Paragraph 7. In the event of suspension or termination, any payments made by AGENCY for which ASSOCIATION has not rendered services shall be refunded.

(iv) In the event this Agreement is terminated prior to its completion, ASSOCIATION, upon payment as specified, shall deliver to AGENCY all work products and documents which have been prepared by ASSOCIATION 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

Docusign Envelope ID: 52E70A3F-F199-4CD4-BF50-386076601894

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AGENCY may choose.

(v) ASSOCIATION agrees to waive any right to, and shall make no claim for, additional compensation against AGENCY by reason of such suspension or termination.

AGENCY will process invoices for services completed prior to the date of termination.

5. RECORDS AND CONFIDENTIALITY

(i) All records generated on behalf of AGENCY remain the property of AGENCY.

(ii) ASSOCIATION agrees that all data, reports, and information received from AGENCY shall be used only for the services to be provided under this Agreement. ASSOCIATION agrees that all discussions with AGENCY personnel and all reports prepared by ASSOCIATION are confidential.

ASSOCIATION 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 ASSOCIATION becomes subject to a compulsory process to disclose any such information, ASSOCIATION shall immediately notify AGENCY of such process and the opportunity to contest any disclosure.

(iii) ASSOCIATION is a "business associate" pursuant to the definition under the Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder, specifically 45CFR160.03, and shall comply with Addendum A and every employee of the ASSOCIATION providing services under this Agreement 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 person’s initiation of services.

(iv) All provisions under this section survive the expiration, suspension, or termination of this Agreement.

(v) ASSOCIATION agrees to share all records, assessments, documents and orders preferably within 24 hours but no later than 72 hours to the agency after completion after an evaluation whether in-person or virtual.

6. COMPENSATION

6.1. In consideration of the promises of ASSOCIATION, AGENCY agrees to pay ASSOCIATION at the rate set forth in Appendix I on a reimbursement basis upon the AGENCY’s receipt and approval of proper invoices. ASSOCIATION shall not be compensated for services except as set forth in this Agreement.

6.2. If “travel expenses” as defined by Ohio Administrative Code Section 126-1-02, are within the Scope of Work in Appendix I, ASSOCIATION 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 ASSOCIATION renders the services.

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

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

(ii) Date(s) of the rendering of the services;

(iii) The sum due pursuant to the invoice for compensation owed under the Agreement;

(iv) Invoice date and invoice number;

(v) ASSOCIATION’s name and remit to address; and

(vi) “Bill to” must list the AGENCY’S name and address.

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6.4. 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 ASSOCIATION. Costs incurred by ASSOCIATION 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 Agreement.

6.5. ASSOCIATION shall submit invoice(s) and supporting documentation, if applicable, to the AGENCY via email at Accts.Payable@dodd.ohio.gov. Invoices must be submitted to AGENCY no later than November 1st, immediately after the close of the fiscal year in which services are provided.

6.6. AGENCY shall pay ASSOCIATION within thirty (30) days of receipt of each proper invoice.

6.7. 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 (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 ASSOCIATION written notice that such funds have been made available to AGENCY by AGENCY’S funding source.

7. RECORD KEEPING. Until the expiration of six (6) years after the termination of this Agreement, ASSOCIATION 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 ASSOCIATION’s books, documents and records necessary to certify the nature and extent of costs of reimbursable services provided under this Agreement. For each subcontractor in excess of $10,000, ASSOCIATION shall require the subcontractor to agree to these record keeping provisions. If ASSOCIATION is requested to disclose any books, documents, or records relevant to this Agreement for the purpose of an audit or investigation by any government AGENCY, ASSOCIATION 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.

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

8. CONFLICTS OF INTEREST

8.1. No personnel of ASSOCIATION who exercise any functions or responsibilities in connection with the review or approval of this Agreement or carrying out of any of the services shall, prior to the completion of the services, 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 services. 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 the AGENCY in writing. Thereafter, he or she shall not participate in any action affecting the services, 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.

8.2. ASSOCIATION 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. ASSOCIATION further represents, warrants, and certifies that neither ASSOCIATION nor any of its employees will do any act that is inconsistent with such laws.

mailto:Accts.Payable@dodd.ohio.gov

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8.3. ASSOCIATION 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.

8.4. ASSOCIATION 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 ASSOCIATION shall immediately repay to AGENCY any funds paid under this Agreement.

8.5. ASSOCIATION represents and warrants that it is not debarred from consideration for Agreement 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 Agreement is void ab initio, and ASSOCIATION shall immediately repay to AGENCY any funds paid under this Agreement.

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

8.7. ASSOCIATION 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 subcontracts engaged in the work being performed hereunder purchase, transfer, use, or possess illegal drugs or alcohol, or abuse prescription drugs in any way.

8.8. ASSOCIATION 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.

8.9. ASSOCIATION 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, ASSOCIATION , for any reason, becomes disqualified from conducting business in the State of Ohio, ASSOCIATION will immediately notify the AGENCY in writing and will immediately cease performance of work.

8.10. ASSOCIATION 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).

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

9. NONDISCRIMINATION

9.1. Pursuant to O.R.C. Section 125.111, ASSOCIATION agrees that ASSOCIATION, any subcontractor, and any person acting on behalf of ASSOCIATION 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 Agreement.

9.2. ASSOCIATION further agrees that it, any subcontractor, and any person acting on behalf of it or a subcontractor 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, PROFESSIONAL SERVICES AGREEMENT Page 6/9 sex, age, national origin, veteran status or disability.

9.3. Pursuant to O.R.C. Section 125.111, ASSOCIATION 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.

9.4. ASSOCIATION shall not discriminate in the provision of services on account of race, color, religion, sex, age, national origin, veteran status, or disability.

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

10. LIABILITY; MALPRACTICE INSURANCE

(i) ASSOCIATION shall ensure that all Physician(s) maintain professional liability insurance during the term of this Agreement in such amounts as are consistent with ASSOCIATION’s and AGENCY’s policies. Certificates of Insurance (“COIs”) shall be made available to all parties upon request.

(ii) ASSOCIATION shall not be, nor shall it become, responsible for any professional liability or professional liability insurance for any physician hereunder that is not explicitly ASSOCIATION-employed or ASSOCIATION-contracted.

11. COMPLIANCE WITH LAWS. ASSOCIATION , 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, along with all applicable AGENCY policies.

12. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE SERVICES

12.1. 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, taken, 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 Agreement, the State reserves the right to recover any funds paid for services the ASSOCIATION performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights or remedies provided to the State in the Agreement.

12.2. Further, no State Cabinet 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 Agreement, the State reserves the right to recover any funds paid to ASSOCIATION 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.

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

12.4. 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 ASSOCIATION providing services at the Offices of the Ohio Department of Developmental Disabilities under this Agreement shall enroll and complete the online “Active Aggressor Response” training

PROFESSIONAL SERVICES AGREEMENT Page 7/9 within thirty (30) days of the date employee’s initiation of services on site.

13. AMENDMENTS. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

14. NOTICES. All notices, requests, demands, approvals, and other communications required or permitted by this Agreement shall be in writing and sent by certified mail, return receipt requested, or by personal delivery. Such notice shall be deemed given on the date of delivery by the United States Postal Service. 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 listed below:

Wright State Physicians: Ohio Department of Developmental Disabilities:

725 University Blvd 30 East Broad Street 12th Floor Fairborn, OH 45324 Columbus, OH 43215 Attn: Kimberly Rex, CEO Attn: Legal Counsel CC: Julie.Gentile@wright.edu

Notwithstanding the foregoing, ordinary communications regarding the status of services being provided by ASSOCIATION may be sent to the designated representatives of AGENCY and ASSOCIATION by electronic mail.

15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, promises, or understandings between the parties on its subject matter, whether oral or written and shall not be modified, amended or supplemented or any rights waived unless specifically agreed upon in writing by the parties. A waiver or 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.

16. SEVERABILITY. 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.

17. CONTROLLING LAW. This and the Agreement 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 Agreement and/or performance thereunder.

18. SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights, duties, or obligations hereunder may be assigned or transferred in whole or in part by ASSOCIATION, without the prior written consent of

AGENCY.

19. INCORPORATION OF ANCILLARY DOCUMENTS

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

(ii) Addendum A Business Associate

(iii) Addendum B Duties Related to Direct Service Position

20. HEADINGS. The headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

21. COUNTERPARTS; ELECTRONIC SIGNATURE. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same mailto:Julie.Gentile@wright.edu

PROFESSIONAL SERVICES AGREEMENT Page 8/9 agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year written below.

ASSOCIATION AGENCY

Wright State Physicians, Inc. Ohio Department of Developmental Disabilities

Sign: _______________________________ Sign: _______________________________

By: Kimberly Rex, CEO By: _Kimberly Hauck, Director__________

Date: ______________________________ Date: ______________________________

Sign:

By: Kimberley Dedino, Deputy Director

Date:

Sign:

By: Stephanie Lucius, Superintendent Tiffin DC

Date:

05/21/2025 | 1:58 PM EDT

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Appendix I

STATEMENT OF WORK

ASSOCIATION will partner with Tiffin Developmental Center to provide physician efforts intended to provide patient care to underserved and at-risk populations and act as Supervising Faculty.

A. Physician(s)

The following physicians shall provide the Services enumerated in the Agreement and any and all attachments thereto as a physician member or physician employee of ASSOCIATION:

1. Ricky Steiner, MD

B. Physician(s) Scope (collectively, the ‘Services’):

1. Physician(s) will provide up to eight (8) hours per week of professional psychiatry services, including Psychiatric evaluations, ongoing psychiatric treatment while onsite, treatment team meetings, family meetings, discharge/transition planning, and coordination with the interdisciplinary team.

Physician(s) will not be 'on-call' but will respond to questions and concerns between half-day sessions. Physician(s) will plan to travel twice yearly to meet with the team, see patients in person, and conduct necessary in-person examinations.

2. Physician(s) will also provide up to one (1) hour per week, as ‘Supervising Faculty’ for WSUBSOM Department of Psychiatry residents rotating at AGENCY facilities.

This one (1) hour is set with a mutual understanding of there being one (1) resident rotating at a time, for one (1) half-day per week. Parties mutually understand that adjustments to the number of residents rotating and/or the amount of time residents spend at AGENCY’s facilities will solicit an amendment to update this Appendix I’s Sections A.2. and B.3.

C. Services Compensation and Invoicing

1. AGENCY will compensate ASSOCIATION $160.00 per hour of Services.

2. ASSOCIATION will invoice AGENCY once monthly, in arrears, for actual effort provided.

3. The total compensation to be paid to ASSOCIATION under this Agreement shall not exceed seventy-four thousand eight hundred and eighty dollars and zero cents ($74,880.00).

DISCLAIMER for 3rd Party Supervising Faculty

Parties understand that WSUBSOM residents can be supervised by any appropriately licensed and faculty-appointed physicians engaged by AGENCY, including those not directly employed or contracted by ASSOCIATION (hereinafter, “3rd-Party Supervising Faculty”). In any case of 3rd-Party Supervising Faculty coverage at AGENCY’s facilities, ASSOCIATION shall not become engaged in the coordination, payment, liability insurance, or billing related to those 3rd-Party Supervising Faculty members.