StationMD_Service_Agreement_-_DCs_FY26-27_-__signed.pdf

SERVICES AGREEMENT

This Service Agreement (“Agreement”) is made as of May __, 2025, by and between Ohio Department of Developmental Disabilities (“Client”) with an address at 30 East Broad St. 12th Floor, Columbus, Ohio 43215 and StationMD, P.C. (“StationMD”) with an address at 515 Valley Street, Suite 203, Maplewood, NJ 07040. Each of Client and StationMD may be referred to herein as a “Party” or collectively as the “Parties.”

WHEREAS, StationMD is a professional corporation specializing in telemedicine and telehealth services provided via video-conferencing;

WHEREAS, Client desires that StationMD make telemedicine and/or telehealth services accessible to individual residents of the Client (each, a “Program Patient”).

NOW, THEREFORE, in consideration of the mutual promises herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. SERVICES AND RESPONSIBILITIES OF STATIONMD. StationMD shall provide to the Client the Services described in the SOW and the telehealth and/or telemedicine services as selected on the Statement of Work attached hereto (collectively, the “Services”). All services shall be provided in accordance with the Terms of Use located at https://stationmd.com/terms-of-use/ and the Privacy Policy located at https://stationmd.com/privacy-policy/.

2. RESPONSIBILITIES OF THE CLIENT. The Client shall provide StationMD and its

Practitioners with such equipment, supplies, services, and non-physician personnel as necessary for the proper operation and conduct of the Services to be provided under this Agreement, including but not limited to:

a. Internet access to enable Practitioners to provide Services to Program Patients.

b. Offices, equipment, patient service personnel and technological devices at Client as may be necessary for StationMD to facilitate Practitioners’ provision of Services to Program Patients.

c. Ensuring staff attendance at scheduled training sessions and provide additional training for staff as necessary to permit staff to assist Program Patients with any remote visit with any Practitioner.

d. Review and, as appropriate, granting of privileges at the Client location to

Practitioners.

e. Access to Client's electronic health record (if applicable) or provide copies of pertinent Program Patient medical and identifying information to StationMD.

Client shall ensure updated information is provided to StationMD as deemed appropriate by the Client.

https://stationmd.com/terms-of-use/ https://stationmd.com/privacy-policy/

f. Provision of all applicable data required by StationMD to facilitate billing and collection of fees for Services provided by Practitioners to Program Patients, on a quarterly basis and promptly following any change in a Program Patient’s applicable data. Such data includes but not limited to each Program Patient’s:

i. Name;

ii. Date of birth;

iii. Social Security Number;

iv. Social Security Number of primary insured;

v. Relationship of patient to primary insured;

vi. Identification of coverage available for services;

vii. Insurance card copies;

viii. Insurance carrier name, address, and phone number; and

ix. Member ID and Group ID for insurance carrier;

g. Ensuring Program Patients reside at eligible locations, as follows:

i. Cambridge Developmental Center (CADC)

ii. Columbus Developmental Center (CDC)

iii. Gallipolis Developmental Center (GDC)

iv. Mount Vernon Developmental Center (MVDC)

v. Northwest Ohio Developmental Center (NODC)

vi. Southwest Ohio Developmental Center (SODC)

vii. Tiffin Developmental Center (TDC)

viii. Warrensville Developmental Center (WDC)

Should a Program Patient no longer reside at one of the Client’s eligible locations, they will no longer be eligible to be registered and receive services under the Client’s Agreement with StationMD.

h. Obtaining any authorization or consent from any Program Patient required to release any of this information and any other individually identifiable health information to StationMD under HIPAA or any applicable State law.

3. PAYMENT. In consideration of the promises of StationMD herein, the Client agrees to pay StationMD at the rates set forth in the Statement of Work on a reimbursement basis upon the Client’s receipt and approval of proper invoices. StationMD shall not be compensated for its services, except as expressly set forth herein.

a. The Access Fee for Urgent Care Services shall be $34.50 per Active Program

Patient per month. The initial estimate for enrollment under this agreement is 600 Program Patients.

b. The Access Fee for Behavioral Health Services shall be $100.00 per Active Program Patient per month. The initial estimate for enrollment under this agreement is 100 Program Patients.

c. Based on the estimated enrollment of Program Patients for all services provided by StationMD under this Agreement, the total maximum compensation for each fiscal year shall not exceed three hundred sixty-eight thousand four hundred dollars and zero cents ($368,400.00). The total contract amount shall not exceed seven hundred thirty-six thousand eight hundred dollars and zero cents ($736,800.00).

d. The cost to the Client for the Services shall be as set forth below in the attached Statement(s) of Work.

i. Telehealth and/or Telemedicine Services. StationMD and its Practitioners shall retain the exclusive right to bill any Program Patient or third-party payor directly for Services provided by any Practitioner to Program Patients, as set forth in the Statement of Work.

a. Client shall timely and accurately provide all medical records, information, and documentation as is necessary for StationMD to promptly and accurately bill and receive payment for such clinical remote urgent care services. Client shall cooperate with StationMD in maintaining records and providing information to payors, if applicable, in order to facilitate billing and collection of fees for Telehealth Services provided to Program Patients. Client hereby agrees to indemnify and hold StationMD and its Practitioners harmless against any and all claims, expenses, liabilities, consequences and reasonable attorneys’ fees arising or resulting from or incurred due to the acts and/or omissions of the Client, its employees or contractors in the billing of any Program Patient or their payors.

b. StationMD will not balance bill patients for any Services.

e. StationMD will issue invoices on a monthly basis, starting on the earlier of the

Billing Date (as defined in the SOW) or the Services Start Date (as defined in the SOW or agreed between the Parties). StationMD shall submit invoices via email to accts.payable@dodd.ohio.gov monthly. StationMD shall ensure back-up documentation identifies the Program Patients registered and being billed an access fee along with their associated Client Developmental Center.

Client shall pay undisputed and correct invoices within thirty (30) days of receipt of valid invoices submitted by StationMD.

o The Parties expressly acknowledge that any compensation provided for in this Agreement for the Services provided by StationMD to Client is the result of arm’s length negotiations between the Parties and has not been determined in a manner that it takes into account the volume or value of any referrals or business otherwise generated between them and is, to the best of their knowledge, consistent with the fair market value of the services to be provided as set forth in this Agreement.

mailto:accts.payable@dodd.ohio.gov

f. Payment of the fee shall be made to StationMD at the address set forth above. The client shall pay any interest or late fees as determined by ORC Section 126.30 and OAC Section 126-3-01. The parties acknowledge that the Fee paid to StationMD shall be in full satisfaction for the services provided hereunder. All telemedicine services performed by StationMD shall be billed by the Client to the applicable third-party payor or individual.

g. 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 Client gives StationMD written notice that such funds have been made available to Client by Client’s funding source.

4. TERM AND TERMINATION

a. Term. The term of this Agreement shall commence on the July 1, 2025 (i.e. Services

Start Date as set forth on the Statement of Work) and shall continue for a period of two (2) years (the “Initial Term”) with all activities under this Agreement being completed no later than June 30, 2027, unless terminated prior thereto pursuant to the remainder of section 4. Services shall not begin until the Client receives an Office of Budget Management (OBM) approved purchase order.

b. Renewal. This Agreement may be renewed for successive one (1) year terms (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”) by written agreement between the Parties.

c. Termination Without Cause. Following the first year of this Agreement, either Party may terminate this Agreement at any time, for any or no reason, upon thirty (30) days’ prior written notice to the other Party.

d. Termination With Cause. Either Party may terminate this Agreement immediately for cause, which shall include the following:

i. The failure to make a required payment when due, including payment of the Fees.

ii. The insolvency or bankruptcy of the other Party.

iii. The subjection of any of the other Party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

iv. The breach of any provision set forth in this Agreement, provided that the non-breaching Party provides written notice to the breaching Party specifying the breach and the breaching Party fails to cure same within thirty (30) days of such written notice.

v. The breach of any representation and warranty set forth in this Agreement provided that the non-breaching Party provides written notice to the breaching Party specifying the breach and the breaching Party fails to cure same within thirty (30) days of such written notice.

e. Obligations Following Termination. Upon termination of this Agreement for any or no reason, neither Party shall have any further obligations hereunder, except for obligations accruing prior to the date of termination, and those duties and obligations specifically set forth as surviving this Agreement or that by their nature are intended to survive. Without limiting the foregoing, upon termination of this Agreement for any or no reason, the Client shall be obligated to pay StationMD for all Services provided up until the effective date of termination and to continue to provide StationMD with information necessary to bill for any Telehealth Services rendered by Practitioners to Program Patients prior to the effective date of termination.

5. CONFIDENTIALITY. Each Party, and its owners, managers, directors, employees, agents, and representatives will not at any time or in any manner, either directly or indirectly, use for their personal benefit, or divulge, disclose, or communicate in any manner, any information or documentation of a private, internal, proprietary or confidential nature pertaining to the affairs, functions, strategies or operations of either Party or its affiliates that was acquired by either Party prior to or during the Term of this Agreement, including the provisions of this Agreement. All of such information and documentation is collectively referred to as “Confidential Information” and shall be considered the privileged, confidential and proprietary property owned exclusively by the originating Party. Each Party and its owners, managers, directors, employees, agents, and representatives will protect such Confidential Information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by one Party of these confidentiality obligations which allows the other Party to disclose its Confidential Information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Notwithstanding the foregoing, Confidential Information shall not include any information that: (i) has entered the public domain through no action or failure to act of the recipient; (ii) prior to disclosure hereunder was already lawfully in recipient’s possession without any obligation of confidentiality; (iii) subsequent to disclosure hereunder is obtained by the recipient on a non-confidential basis from a third party who has the right to disclose such information to the recipient; or (iv) is ordered to be or otherwise required to be disclosed by the recipient by a court of law or other governmental body; provided, however, that the discloser is notified of such order or requirement and given a reasonable opportunity to intervene.

Upon termination or expiration of this Agreement, both Parties shall return to each other any and all such Confidential Information received from, or created by it on behalf of the other or its affiliates that is maintained by it in any form whatsoever, including any copies or replicas. If returning the Confidential Information by a Party is not feasible, that Party shall destroy any and all Confidential Information maintained by it in any form whatsoever, including any copies or replicas, and shall provide an appropriate certification of such destruction to the other Party. Should the return or destruction of the Confidential Information be determined to not be feasible, the Parties agree that the terms of this Section shall extend to the Confidential Information unless and until otherwise indicated by the Party that owns such Confidential Information and any further use or disclosure of the Confidential Information shall be strictly prohibited.

6. REPRESENTATIONS AND WARRANTIES. Each Party hereby represents, warrants and covenants to the other Party, as of date hereof and on a continuing basis throughout the Term of this Agreement, as follows:

a. Organization. Each Party is duly organized, validly existing and in good standing under the laws of its state of formation.

b. Authorization. The execution and delivery of this Agreement and the performance of the Party’s duties hereunder (i) have been duly authorized by all necessary corporate action, and this Agreement constitutes the valid and binding obligation of the Party, enforceable against the Party in accordance with its terms; and (ii) will not violate or conflict with the governing organizational documents of the Party and will not result in a breach of or constitute a default under any agreement or instrument to which the Party or any of its officers, directors or owners may be a party or by which any of them may be bound or affected.

c. Licensure. The Party, its employees and subcontractors, if any, shall, at all times during the Term of this Agreement, be duly licensed as required by all applicable laws, ordinances, codes and regulations of federal, state and local governments.

d. Debarment or Exclusion. Neither the Party nor any of its owners, directors, managers, officers, employees or contractors has been, is or shall be: (i) debarred, suspended, excluded or otherwise ineligible to participate in any federal or state health care program; (ii) convicted of a criminal offense related to the provision of health care items or services or otherwise; (iii) subjected to any type of criminal or civil sanction, fine, or civil monetary penalty in connection with any federal or state health care program, or otherwise; (iv) under investigation which may result in it/he/she being excluded from participation in any state or federal health care program; (v) the subject of an investigation by any regulatory agency or professional oversight board concerning the provision of care; or (vi) the subject of a credible allegation of fraud, abuse or similar activities that are criminally or civilly proscribed, or of a consent decree or other judicial order or administrative settlement with respect to fraud, abuse or similar activities that are criminally or civilly proscribed.

e. Compliance with Laws. The Party is in compliance with, and shall comply with, any and all applicable statutes, codes, ordinances, rules, regulations, laws, orders and requirements of all federal, state, or municipal legislative bodies, courts, agencies, tribunals or other authorities that may now be in force or may hereafter be adopted pertaining to the performance of the Party’s obligations hereunder.

f. HIPAA. The Parties agree to comply with the requirements of the Federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as may be amended from time to time, and the corresponding HIPAA regulations related to the confidentiality and security of medical information. The Parties agree to enter into a written Business Associate Agreement or other agreement as may be determined necessary to render all activities under this Agreement fully compliant with the provisions of HIPAA.

g. Notification Obligation. Each Party shall immediately notify the other Party in writing if any of the representations or warranties of the Party contained anywhere in this Agreement cease to be true and correct in any material respects, or upon any breach of any covenant by, or any failure of the Client to satisfy any obligation under, this Agreement, at any time whatsoever during the Term of this Agreement.

In addition, each Party shall immediately notify the other Party of any lawsuits or actions, or any threat thereof that are known or become known to the Party that might adversely affect any interest of the other Party and/or that would impact the terms of this Agreement.

7. The Client shall place such consents and authorizations in the patient’s health record. Client will provide StationMD with access to its health record or provide copies of such patient consents and authorizations upon request.

8. MEDIA RELEASE. The Client agrees to allow StationMD to publish the Client name as client for press releases including recognition on StationMD’s website. The Client will also provide a copy of their logo within thirty (30) days of contract signature.

9. NON-SOLICITATION. The Client agrees that it shall not, directly or indirectly, during the Term of this Agreement and for a period of two (2) years after termination or expiration of this Agreement for any or no reason, solicit or hire StationMD personnel or any Practitioner who provided Services hereunder or Telehealth Services to Program Patients. The Client’s breach of this paragraph may result in irreparable damage to StationMD for which StationMD will not have an adequate remedy at law.

Accordingly, in addition to any other remedies and damages available, the Client acknowledges and agrees that StationMD may immediately seek enforcement of this paragraph by means of specific performance or injunction. This paragraph shall survive any termination of this Agreement.

10. INDEMNIFICATION. Each Party agrees to indemnify and hold harmless the other

Party and its owners, managers, directors, officers, employees and agents against any and all liability and expense, including defense costs and legal fees as they are incurred in connection with claims or demands for damages of any nature whatsoever including, but not limited to, bodily injury, death, personal injury or property damage arising from or caused by the indemnifying Party’s acts or failure to act or the acts or failure to act of its owners, managers, directors, officers, employees or agents.

11. PATIENT RECORDS. All case records, charts and personal and other files concerning the patients of the Client (“Patient Records”), including, without limitation, the Program Patients to whom Practitioners provide Telehealth Services, shall belong to and remain the property of the Client and Practitioners (if and as required by applicable State law). In the event StationMD’s engagement with the Client is terminated for any reason, and any of StationMD, Practitioner or any Program Patient provides to the Client written authorization from such patient, duly signed by such patient or his or her legal representative, directing the Client to deliver such patient’s Patient Records to StationMD, or another medical entity with whom StationMD or its Practitioners have a relationship, the Client shall deliver the copies of such patient’s Patient Records to the applicable Party within the time prescribed by applicable law. Notwithstanding the foregoing, StationMD and its Practitioners shall at all times, whether during the Term of this Agreement, or after the Term of this Agreement, have access to Patient Records for defense purposes in connection with any action, audit or investigation against StationMD or the Practitioners or any other legitimate business reason.

12. PROFESSIONAL JUDGMENT. Nothing in this Agreement shall be construed to prohibit, restrict or impede any Practitioner’s ability to independently and openly discuss with Program Patients all available treatment options. All matters relating to the care and treatment of Program Patients requiring professional medical or clinical judgment shall remain the responsibility of StationMD and the Practitioners. Neither Client nor StationMD shall be responsible for, nor have any right to make medical or clinical judgments regarding the delivery of any clinical services by the Practitioners, as such decision-making is the sole responsibility of the Practitioners. Client maintains ultimate responsibility for other care and treatment of the Program Patients facilitated or provided by the Client.

13. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, acts of terrorism, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, pandemic or epidemic conditions, or strikes, lockouts, work stoppages, labor shortages or other labor disputes. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.

14. AVAILABILITY OF AGREEMENT. To the extent that the services provided under this Agreement are deemed by the Secretary of the Department of Health and Human Services, the U.S. Comptroller General, of the Secretary’s or Comptroller’s delegate, to be subject to the provisions of 42 C.F.R. §§ 420.300-304, the Parties to this Agreement, until the expiration of four (4) years subsequent to furnishing of services under this Agreement, shall make available upon written request of the Secretary, the Comptroller, of any of their duly authorized representatives this Agreement, and the books, documents, and records of the Parties that are necessary to certify the nature and extent of the costs of the services provided under this Agreement. To the extent permitted hereunder if any Party carries out any of its duties under this Agreement through a subcontract, deemed to be subject to the provisions of 42 C.F.R. §§ 420.300- 304, with a related organization (as defined in 42 C.F.R. § 413.17(1)), such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization upon written request shall make available to the Secretary, the Comptroller, or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of the costs of the services provided under this Agreement. In the event that either Party, its successor or assigns, is requested to provide or disclose any books, documents or records relevant to this Agreement for the purpose of an audit or investigation, the Party subject to the request shall notify the other Party of the nature and scope of such request and shall make available to the other Party, upon request, all such books, documents or records.

15. NO DISCRIMINATION. The Parties hereby agree to fully comply with all requirements imposed by and pursuant to Federal and State law and regulation, so that no person in the United States of America shall, on grounds of race, color, creed, sex, religion, sexual orientation, handicap, age, marital status, blindness, source of payment or sponsorship or national origin, be excluded from participation in, be denied benefits or, be otherwise subjected to discrimination under any program or activity provided by either Party.

16. GENERAL.

a. Entire Agreement. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the Parties.

b. Severability. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

c. Amendment. This Agreement may be modified or amended in writing signed the

Parties hereto.

d. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio without giving effect to any conflict of law provisions.

e. Change in Law. This Agreement is intended to comply with applicable federal and New Jersey laws and regulations. In the event that there are subsequent changes to or clarifications of laws or regulations that may render any term or condition of this Agreement noncompliant, or either Party determines in good faith that this Agreement is not in compliance with applicable laws or regulations, then the Parties shall negotiate in good faith to modify the terms and conditions of this Agreement to achieve compliance and remedy any prior noncompliance; but, if compliance cannot be achieved reasonably within thirty (30) days, then this Agreement shall terminate at the election of either Party, and neither Party shall have any obligations hereunder, except for obligations that accrued prior to the termination.

f. Notice. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one Party may have furnished to the other in writing. All notices to StationMD must be copied to legal@stationmd.com.

g. Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

h. Attorney’s Fees to Prevailing Party. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing Party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.

i. Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. This Agreement shall be deemed as if it were drafted by both Parties in a mutual effort.

j. No Assignment. Neither Party may assign their rights nor transfer, delegate or otherwise convey (by operation of law or otherwise) any of their duties or obligations under this Agreement to any other person or entity without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

k. Independent Contractor Relationship. StationMD is an independent contractor of the Client. The Parties hereto acknowledge and agree this Agreement does not constitute either Party as an agent, legal representative, joint venture, partner, employee, or servant of the other Party, for any purpose whatsoever. The Fees being paid hereunder shall not be subject to withholding taxes or other employment taxes as required with respect to compensation paid by an employer to an employee.

l. Prohibition of 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 Agreement, the State reserves the right to recover any funds paid for services the StationMD 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 Agreement.

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 Agreement, the State reserves the right to recover any funds paid to StationMD 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.

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

17. Compliance with Ohio State Health Regulations: To the extent applicable, in accordance with the Rules and Regulations of the State of Ohio: (i) each of the Parties to this Agreement shall comply with these provisions which are binding on that Party under the laws of the State of OHIO; and (ii) notwithstanding any other provision in this Agreement, each of the Parties remains responsible for ensuring that any service provided pursuant to this Agreement complies with all pertinent provisions of Federal, State and local statutes, rules and regulations.

StationMD 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. 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.

18. Incorporation of Ancillary Documents.

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

• Addendum A Business Associate

Signature page follows.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

THE OHIO DEPARTMENT OF

DEVELOPMENTAL DISABILITIES

By:____________________________ Name: Kimberly Hauck Title: Director Date Signed:

STATIONMD, P.C.

Name: Deven Unadkat DO, MPA, FACEP Title: President

THE OHIO DEPARTMENT OF

DEVELOPMENTAL DISABILITIES

Name: Kimberley Dedino Title: Deputy Director

16/05/2025

STATEMENT OF WORK – URGENT CARE

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that the Company shall provide Urgent Care services as follows:

Billing Start Date: July 1st 2025 Services Start Date: July 1st 2025

Access Services:

StationMD will provide the following Access Services to Client, to facilitate the provision of reasonably convenient and timely Program Patient remote access to Telehealth and/or Telemedicine Services provided by Practitioners.

a. Administration of this Agreement with Client;

b. Enrollment and disenrollment of Program Patients, including initial intake forms, consents and provider designation;

c. Program Patient satisfaction, communication, billing and collection associated with the Telehealth and/or Telemedicine Services;

d. StationMD shall prepare, maintain and make available fee-for-service

Telehealth and/or Telemedicine Services provided by Practitioners to Program Patients;

e. StationMD shall ensure that a sufficient number of Practitioners shall be available to meet the telehealth and/or telemedicine needs of Program Patients;

f. StationMD shall have no responsibility to provide emergency or other treatment to Program Patients or any Client resident whose treatment needs exceed the capabilities of the Practitioners or exceed the scope of the Telehealth and/or Telemedicine Services. If, in the reasonable determination of StationMD, a Program Patient or any Client resident requires emergency services, hospitalization, other services not appropriate for provision via telehealth or services exceeding the scope of the Telehealth and/or Telemedicine Services, a StationMD Practitioner shall inform the Client of such determination in order to streamline alternative treatment. Other than the Telehealth and/or Telemedicine Services, StationMD shall make no decision regarding treatment of any person.

Telemedicine Services:

• StationMD shall ensure that physicians, or other health care professionals qualified to provide remote clinical urgent care services to Program Patients, each employed or engaged by StationMD (the “Practitioner(s)”), are made available to provide Telehealth Services. StationMD reserves the right to employ or engage physician assistants, nurse practitioners, and/or other qualified professionals as necessary and appropriate to provide remote clinical urgent care services to Program Patients.

• StationMD shall ensure all Practitioners made available to provide Telehealth Services to Program Patients are appropriately licensed and qualified to perform such services.

• StationMD shall be available to perform medical evaluations via videoconferencing for the patients/consumers 24 hours a day, 7 days per week. This will include an evaluation, video-assisted examination, treatment plan and discussion with the patient and/or caregiver.

• If a treatment plan involves transferring a patient to an emergency department, or transferring a patient for any other hospitalization, during the hours of coverage by StationMD, a StationMD Practitioner will make reasonable attempt to communicate with the emergency department staff, or hospital staff to streamline treatment.

StationMD will not make a decision regarding which facility will receive the patient.

• If it is determined a language barrier exists or a translator is needed, the Client shall provide, if available, an interpreter. If Client is unable to arrange for necessary communication assistance, then it authorizes StationMD to use its translation services.

Fees:

ii. Access Services. Client will pay to StationMD a monthly fee of thirty-four dollars and fifty cents ($34.50) per Program Patient (the “Access Fee”), for the Access Services set forth herein.

a. The initial Access Fee will be $20,700, based on 600 Program Patients.

The Client may increase the number of Program Patients at any time.

Subsequent monthly invoices will reflect the total Access Fee for the increased number of Program Patients.

b. The Access Fee is not intended to, and shall not, be reimbursed to StationMD by Medicare, Medicaid, TRICARE, or any form of public or private healthcare reimbursement program.

iii. Telemedicine Services. Billed by StationMD directly to payer on a fee-for-service basis.

STATEMENT OF WORK – BEHAVIORAL HEALTH

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that the Company shall provide Behavioral Health services as follows:

Billing Start Date: 7/1/2025 Services Start Date: 7/1/2025

Services:

Access Services: StationMD shall facilitate the provision of Services including:

a. Establishing a team of behavioral health providers to provide services to Program

Patients, and/or consult with medical director(s) regarding care and medication management.

b. Ensuring that a sufficient number of Practitioners are available to meet the reasonably anticipated telehealth and/or telemedicine needs of Program Patients.

c. Facilitating access to services Monday-Friday (8am-6pm EST) as mutually agreed upon by StationMD and Facility.

Telemedicine Services:

a. Psychiatry services to Program Patients.

1. StationMD shall ensure that physicians, or other health care professionals qualified to provide remote behavioral health services to Program Patients, each employed or engaged by StationMD (the “Practitioner(s)”), are made available to provide Telehealth Services. StationMD reserves the right to employ or engage physician assistants, nurse practitioners, and/or other qualified professionals as necessary and appropriate to provide remote clinical behavioral health services to Program Patients.

b. StationMD shall ensure all Practitioners made available to provide Telehealth Services to Program Patients are appropriately licensed and qualified to perform such services.

Fees

Access Services. Client will pay to StationMD a monthly fee of one hundred dollars ($100) per Active Program Patient (the “Access Fee”), for the Access Services set forth herein.

a. “Active Program Patient” shall mean any Program Patient to whom any Practitioner has provided Patient BH Services. Such term shall not include any Program Patient prior to such Program Patient’s receipt of Patient BH Services from any Practitioner.

b. The Access Fee is not intended to, and shall not, be reimbursed to StationMD by Medicare, Medicaid, TRICARE, or any form of public or private healthcare reimbursement program.

c. Telehealth Services. Billed by StationMD directly to payer on a fee-for-service basis.

StationMD Master Service Agreement - DCs FY26-27 - StationMD 5-12-25 Final Audit Report 2025-05-16

Created: 2025-05-16

By: Emily Martinez (emily.martinez@stationmd.com)

Status: Signed

Transaction ID: CBJCHBCAABAASvj1tM619eLVNvKKM3EDBPxcOifASyqL

"StationMD Master Service Agreement - DCs FY26-27 - Station MD 5-12-25" History

Document created by Emily Martinez (emily.martinez@stationmd.com)

2025-05-16 - 6:57:01 PM GMT

Document emailed to Deven Unadkat (Deven.Unadkat@stationmd.com) for signature

2025-05-16 - 6:57:05 PM GMT

Email viewed by Deven Unadkat (Deven.Unadkat@stationmd.com)

2025-05-16 - 7:55:32 PM GMT

Document e-signed by Deven Unadkat (Deven.Unadkat@stationmd.com) Signature Date: 2025-05-16 - 7:55:51 PM GMT - Time Source: server

Agreement completed.

2025-05-16 - 7:55:51 PM GMT

o The Parties expressly acknowledge that any compensation provided for in this Agreement for the Services provided by StationMD to Client is the result of arm’s length negotiations between the Parties and has not been determined in a manner that it ta...