CONTRACT DRAFTING WORKSHOP Making … Development...CONTRACT DRAFTING WORKSHOP Making Contracts – Plan and Simple ... Part One: Overview of basic contract principles Basic Issues

Franklin J. Hickman Janet L. Lowder David A. Myers Elena A. Lidrbauch Judith C. Saltzman Mary B. Mckee Amanda M. Buzo Lisa Montoni Garvin Andrea Aycinena

Penton Building 1300 East Ninth Street

Suite 1020 Cleveland, OH 44114

Telephone (216) 861-0360 Fax (216) 861-3113

5062 Waterford Dr.

Sheffield Village, OH 44035 Telephone (440) 323-1111

Fax (440)323-4284

CONTRACT DRAFTING WORKSHOP

Making Contracts – Plan and Simple Franklin J. Hickman September, 2012

MAKING CONTRACTS: PLAIN AND SIMPLE September 17, 2012 10:00 to 4:30 Part One: Overview of basic contract principles

Basic Issues in Contracting in the DD System

When you may need to draft a contract

Overview of Medicaid contracting history

Basic Contract Principles

Getting ready to contract – thinking beyond the boilerplate

Essential elements of a contract

Getting the agreement in writing

Draft a section for immediate review and critique 10:45 – 11:00 Break

Review results of drafting exercise Part Two: Anatomy of a contract

section by section analysis of a sample contract with explanation of purpose of each section.

Go through the personal services contract for errors and critique

12:30 – 1:30 Lunch Part Three: Negotiation/Drafting Exercise

Break 2:45 – 3:00 Part Five: Negotiating/Dispute Resolution Discussion – based on questions from group Part Six: Special Contract Considerations for DD Boards

Contract Workshop September, 2012 Page 2 Blank page for drafting

Contract Workshop September, 2012 Page 3 Blank page for drafting

Contract Workshop September, 2012 Page 4

PROBLEM A

DD Board and Provider are negotiating a contract for payment of Room and Board, in accordance with OAC 5123:2-3-18. The individual involved does not have regular income; the DD Board is subsidizing the mandatory $75 monthly allowance. The Provider has purchased clothing without making claims on the DD Board. Parties have agreed on the basic mechanisms as required in the rule, except for two areas:

1. Allocation of one-time payments to Provider and DD Board in accordance with OAC 5123:2-3-18(C)(5).

2. The director of the Provider agency is a gourmet cook and believes that fine dining is a

fundamental right for everyone. He wants to initiate a fine dining program for the residents of the home, to include a monthly trip to a high-end restaurant. He wants to include the cost of these trips in the Room and Board subsidy. He is citing OAC 5123:2-3-18(B)(3)(a)(ix) and (c).

Negotiate terms and develop contract language which will address these two issues.

PROBLEM B

The DD Board has reached agreement with Vocational Services Inc. (VSI) to provide vocational services to George who lives at Sunnydale Residential Services (SRS). George has a diagnosis of mild retardation, intermittent explosive disorder and mild cerebral palsy. George has an extensive history of violence, including sexual assault (at least twice on staff) and arson. The DD Board developed an extensive behavior plan which includes guides on antecedents to acting out. His behavior is most likely to be worse when George is bored, or under high stress. VSI is aware of George’s history, and expects to place George in a supervised community employment setting. The DD Board wants to enter into a contract with VSI for vocational services; VSI has agreed to enter into a contract, but wants to ensure that they get adequate information on George’s condition from the DD Board and SRS. Negotiate contract terms which will ensure adequate disclosure of information and address liability. Consider who will be party to the contract. Define the parties and draft the language on these two issues.


PROBLEM C

The local ICF/IID wants the DD Board (of a small county) to continue to provide active treatment services to residents of the ICF/IID. All 50 residents have been served in the past in the DD Board’s adult services programs. After the demise of CAFS, the DD Board agreed to continue the status quo for three years because cutting off services would be political suicide. The ICF/IID paid the add-on amount provided through ODJFS. The DD Board’s actual cost is approximately $95 per resident for day array services on average; the per capita add-on amount from ODJFS was approximately $41. The DD Board is unwilling to continue losing money. 12 of the residents are particularly “high need” because of complex behavior and medical issues. The ICF/IID wants to have these individuals served by the DD Board at the ICF/IID. The DD Board says that they will serve these 12 high-need individuals only if they get actual cost which, for these residents, amounts to approximately $250/day because of the higher staffing needs. Without these level of payment, the DD Board will not serve them. There is a crucial levy on the ballot in November, 2012. Negotiate whether the DD Board will serve the 12 individuals and negotiate a payment which takes into account absences when an individual is medically unable to attend programming. Draft contract language which will define the group to be served at the ICF/IID, payment terms including absences and the terms of the services from the DD Board.


CONTRACTING IN THE DD SYSTEM

A Brief Historical Overview

THE BOTTOM LINE 1. The DD Board is free to negotiate rates and contract terms using customary procedures and

principles for the following:

a. Contracts for non-Medicaid services under RC 5126.05(C);

b. Contracts for non-Medicaid services when a provider offers Medicaid and non-Medicaid services;

c. Subcontracts for Medicaid services when the DD Board holds a Medicaid

certification for the services which are the subject of the subcontract;

d. Contracts for the DD Board to provide active treatment services for residents of an ICF/IID.

e. Room and Board contracts

2. DD Boards should not enter into contracts for Medicaid services. DD Boards and providers

can reach mutual agreement on procedural issues such as contact information, how pertinent information should be conveyed, mechanics of payment etc. provided that the agreements are in complete agreement with ODJFS regulations and do not impose obligations on the Provider which differ from ODJFS requirements. Such agreements should address concerns of local auditors who may require some form of written agreement as a condition of payment.

WHAT ABOUT THOMPSON? The Ohio Court of Appeals reviewed a challenge by OPRA to the authority of DD Boards to enter into contracts for Medicaid services. OPRA argued, in part, that Federal law pre-empted Ohio’s statute governing contracts (RC 5126.035) and prohibited DD Boards from entering into contracts for Medicaid services. OPRA argued that the Model Service Contract developed by the OACBDD violated Medicaid’s requirements for statewideness and free choice of providers. The 10th District Court of Appeals for Franklin County1 held that the uniform statewide Model

1 Thompson v. Hayes, 2006 Ohio 6000; Motion to review granted. Thompson v. Hayes, 113

Contract Workshop September, 2012 Page 7 Service Contract for Medicaid services was permitted by Ohio law, specifically RC 5126.035. The Model Service Contract did not usurp ODJFS’s authority as the single state agency overseeing implementation of the Medicaid system. Ohio’s procedures for delegating Medicaid administrative authority to State Departments and local DD Boards did not violate Ohio or Federal law. Since entering into such contracts was a condition of being a qualified Provider, the contract requirement did not violate the free choice of provider requirement. The standard Medicaid Provider Agreement between ODJFS and providers did not qualify under 5126.035 because such agreements did not meet the standards of 035. There was no proper evidence in the record2 that Ohio’s statute on contracting violated any Federal requirements. The Ohio Supreme Court agreed to review the issue of whether federal law pre-empted and prohibited service contracts. Shortly after RC 5126.035 was repealed, the Supreme Court dismissed the appeal as moot, leaving the entire decision by the 10th District intact.

WHAT HAPPENED TO THE CONTRACT REQUIREMENTS OF RC 5126.035? RC 5126.035 and 036 (the dispute resolution section), were both repealed by H.B. 119 in June, 2007. The repeal of these two sections was part of a larger package negotiated by the OACBDD which, in essence, codified the key elements of the Medicaid Waiver Financial Obligations agreements entered into between ODDD and OACBDD on match protections for DD Boards. These agreements had been used during the pendency of the Thompson case to meet the terms of the restraining order while complying with Ohio law. WHY WERE STATE LAWS ON CONTRACTS REPEALED? The OACBDD agreed to support the repeal of RC 5126.035 after thorough consideration of CMS letters expressing concern about such contracts and recently approved changes to Ohio’s Medicaid State Plan. As demonstrated by the Thompson decision, there is substantial legal support for the authority of local DD Boards to enter into Medicaid contracts, provided that Federal mandates are followed; the OACBDD believed that supporting a repeal would prevent further costly litigation and would bring the system in line with clearly stated CMS positions.

Ohio St. 3d 1465, 2007 Ohio 1722; cause dismissed as moot, Thompson v. Jones-Kelley, 116 Ohio St. 3d 1404, 2007 Ohio 6173. 2 The Thompson Court of Appeals decision rejected efforts by plaintiffs to introduce evidence of CMS positions through affidavits of persons who had attended meetings. The court held that the documents put before the judge had not been properly authenticated and could not be properly considered as evidence in the summary judgment proceedings. The position of CMS was therefore not considered by the Thompson Court of Appeals.

Contract Workshop September, 2012 Page 8 A brief summary of the process:

On August 11, 2004, CMS summarized concerns about a proposed State Plan Amendment affecting reimbursement methodology for rehabilitation services provided in Habilitation Centers. CMS stated, inter alia, that the requirement of a contract with the MLAA was a possible violation of 42 CFR 431.10(e) requiring free choice of provider. In this same document, CMS also objected to limiting CAFS services to persons with an DD diagnosis and questioned the delegation of MLAA to local boards.

In response to these concerns ODJFS submitted a draft “firewalls” document in October,

2004 which defined the role of DD Boards in implementing and administering Medicaid in Ohio. This was followed in late December 2004 by an ODJFS “vision” paper outlining and justifying Ohio’s unique system of local service delivery.

In May, 2005, CMS reiterated that “One of the most notable obstacles to Ohio's compliance with Federal Medicaid law and regulation was the role that had been played by County Boards of Mental Retardation. CMS had found that they had been invested with authority that could not be delegated by the Medicaid agency, and that the exercise of this authority had caused numerous other compliance issues to evolve.” CMS affirmed the “firewalls” document as resolving some of the issues with the role of County DD Boards.

The CAFS program was eliminated as a State Plan Service effective July 1, 2005. As part of the reform package, CMS approved amendments to the TCM sections of the state plan. The State Plan amendments include the “firewalls” document in its entirety. The “firewalls” document was also included in amendments to the IO and Level One Waivers.

The “firewalls” document states that “Contracts for Medicaid purposes between County Boards and providers will no longer be in place.”


DRAFTING GUIDELINES3

1. Title of the Contract The better practice is to develop a title for the contract which is informative. The drafter

should be sure that the title of the contract is consistent with the thesis of the document. 2. Opening Paragraph(s) The opening paragraph of a contract should contain the following information: (i) Date of the contract; (ii) Identification of the parties (usually name and address); (iii) Words of agreement (e.g., "make this Agreement"). After the opening paragraph, the drafter has a choice of going directly to the first substantive

provision of the contract or including a purpose clause (sometimes referred to as "recitals") as a preface to the contract. Consider the following rule of thumb: If the deal is relatively simple and the essence of the transaction is stated in the first few substantive provisions, omit a purpose clause. The following are two reasons to include a purpose clause:

(i) A complex deal where the essence of the transaction is not stated early in the

contract; or (ii) There is a particular purpose for the contract which is not otherwise

specified. For example, where a contract is designed to comply with a particular provision of law, this should be stated (e.g., "This Agreement is intended to comply with . . ."). By stating this, any doubt concerning interpretation of the contract will be resolved in favor of fulfilling the stated purpose.

3Reprinted with permission from Richard C. Cohen. All rights reserved.

Contract Workshop September, 2012 Page 10 3. Cross-References When the drafter cross-references another section in the contract, it is sometimes helpful to

the reader to include, after the section number, a parenthetical identification or brief description of the section being cross-referenced. Examples would be:

(i) ". . . as stated in Section X (Cancellation)" (ii) ". . . as stated in Section X (relating to capital gains)" This technique is given by way of suggestion; it is not a required technique. 4. Condensing Details By using inductive reasoning, the drafter can condense many details into a simple

proposition. This process is critical to good drafting. Drafting and scientific hypotheses are judged by the same standard -- the simplest one that explains all observed phenomena is best. A general proposition which is drafted so as to avoid any exceptions is better than a general proposition which is drafted so as to require one or more exceptions. Compare the following propositions:

(i) Mr. Smith will perform the services on all days except Saturdays and

Sundays. (ii) Mr. Smith will perform the services on all days except weekends. (iii) Mr. Smith will perform the services on all weekdays only. 5. Rules of Construction: Unwritten

Negative Inference: The Negative Inference works as follows: It is assumed that the writer has made the

broadest, most general statement which the writer truthfully can. The negative inference which flows from this assumption is that any proposition which transcends the statement is false. For example, the contract reads, "The musician must supply his instrument at his expense." The potential negative inference of this provision is that the orchestra will be obligated to supply the musician with everything else including his tuxedo, shoes, etc. The best weapon to avoid the negative inference is the phrase "including but not limited to." By using this phrase, the drafter is able to deal with one thing while avoiding nay negative inference as to all other things. In the musician example, you could draft the following: "The


musician must provide the accoutrements of his trade including, but not limited to, his instrument."

Dealing with Numbers: When dealing with numbers, phrases such as "at least" or "not more than" should be used if

the drafter wants to regulate one side of the cut-off point but not the other. For example, when dealing with a notice provision, the drafter should use the phrase "at least" in order to establish a minimum amount of notice ("X must give Y at least seven days' advance written notice . . .").

Dealing with Dates: When dealing with dates, the drafter should distinguish between the words "by" and "on." If

the drafter intends that the stated event occur on a specific date (and on no other date), then the drafter should use "on." However, if the date is a deadline and the stated event may occur at an earlier time, then "by" should be used.

6. Beware of Outside References If people, physical objects or other documents are central to the contract, the drafter may

want to provide for any possible changes in these "outside references" (e.g., death of a person, modification of a document, etc.). For example, if the drafter refers to the Clean Air Act in a contract to describe the company's emissions, does the drafter mean the Clean Air Act as amended or recodified or the Clean Air Act fixed as of the date of the contract? Depending on the drafter's intent, this provision must be clarified (i.e. "the Clean Air Act as of [date]" or "the Clean Air Act as it may be amended").

7. Defined Terms (Modular Design) The drafter should organize and arrange the contract so as to facilitate amendment. The

drafter should identify and separate the "building blocks" of the contract so that one can be replaced or amended without affecting the rest of the contract. Some of the typical "building blocks" include the parties to the contract, specific places, services or duties, etc. The most important advantage of defined terms is that they help the drafter avoid redundancy and compress information into one efficient definition.

On the other hand, there are disadvantages to the use of defined terms. Even taken

collectively, these disadvantages are outweighed by the benefits of defined terms. The disadvantages do indicate that the drafter should take care in using and developing defined terms. One problem with defined terms is that they make the writing dense and more


difficult to understand. In view of this, defined terms should be limited to those basic terms of the contract which are repeated many times and will be familiar to the reader.

Another problem is that the drafter and/or reader may become confused between the defined

term (as defined in the contract) and the ordinary, dictionary definition of the word or phrase being used. There is no easy solution to this problem. The drafter must take care in choosing the word or phrase to be used as the defined term. The defined term should be consistent with the drafter's thesis. The object is to choose a defined term which would be the least likely to cause confusion and to which the reader will most easily relate.

Defined terms are created either by placing the defined term in parentheses immediately after

the word or words to be defined or by stating the defined term in a separate sentence. If the defined term is in a separate sentence, it should be placed in quotation marks. If the defined term is alone in parentheses, quotation marks need not be used. If the defined term is in a phrase in parentheses, then it should be placed in quotation marks. An example of this would be: (collectively referred to as the "CLIENTS").

The first letter of each word of a defined term should be capitalized or the entire word or

phrase mays be capitalized. This is a matter of stylistic preference. Some drafters prefer putting the entire defined term in capital letters. By doing so, it stands out and is easier for the reader to identify.

Defined terms should be placed immediately after the word or words to be defined. On the

other hand, instructions for completing a form agreement should be placed below the blank line. If there are a number of things or a list of items being defined, there are at least two alternative approaches:

(i)create the defined term in a separate sentence before or after the list; or (ii)put the defined term immediately after the last item on the list in a parenthetical

with the phrase "collectively referred to as..." preceding it. 8. Flexibility Timetables or schedules are often used in contracts. To a great extent, the drafter's approach

will depend on the client's needs. If it is consistent with the client's needs, try to tie each event called for in the contract to its predecessor event rather than using an absolute standard (e.g., a specific date). To the extent that a standard is needed, try to make it determinable with reference to a flexible beginning point.

Contract Workshop September, 2012 Page 13 9. General Organization Drafters should put positive terms first and negative terms later in the contract. For example,

the first substantive provision of a contract should not be a cancellation provision. Positive terms are those which contemplate the ongoing nature of the contract. Negative terms are those terms which deal with the end or suspension of the contract and the contingencies involved in such an event.

10. Incorporation by Reference Any attachment to a contract which is intended to be a part of the contract must be

incorporated by reference. To incorporate a schedule or other document into the contract by reference, the drafter should use the following language: "...[as stated in] Schedule A, attached to and made a part of this Agreement." The drafter needs to incorporate any attachment by reference only once. After the attachment has been incorporated by reference, the drafter simply refers to the attachment by its title (e.g. Schedule A).

11. Approval Provisions Where one party's approval is required for something, the drafter often includes a

"reasonableness provision" such as: "Jones must get Smith's approval of the substitute which approval will not be

unreasonably withheld." 12. Closing Provisions The following provisions are often included at the end of a contract. Please note three

things: (i) Some of these provisions are not always included in all contracts. Please

read the notes following each provision for further explanations. (ii) Although these are effective drafts of these provisions, they are not the only

ways to draft these provisions. (iii) This is not an exhaustive list of closing provisions. You may find the need

for other provisions (e.g. an arbitration provision).

Contract Workshop September, 2012 Page 14 13. Modification (Amendment) Neither party may modify this Agreement without the written consent of the other party 14. Assignment Neither party may assign this Agreement without the written consent of the other party. NOTE: (a) There are alternative ways to draft the modification and assignment

provisions. In the above provisions, the drafter uses the active voice and the double negative, although other forms are acceptable. For example:

(1) passive voice, double negative - "This Agreement may not be modified

without the written consent of both parties." (2) Passive voice, positive - "This Agreement may be modified [only] with the

written consent of both parties." (3) Active voice, positive - "Either party may modify this Agreement [only] with

the written consent of the other party. The drafter should generally prefer the active voice (all other things being

equal). The drafter uses the double negative to emphasize to the reader the negative nature of the provision.

(b) As for the modification provision, the drafter should use the above language

if the contract does not provide for any unilateral change (i.e., without mutual consent) in any term. If the contract does provide for a unilateral change, the drafter should include language such as "Except as otherwise provided..." or "Except as provided in Section X of this Agreement, neither party may..."

(c) As for the assignment provision, sometimes one party may want to retain the

right to assign the contract without the other party's consent. For example, the right to assign a contract (or a series of contracts) may relate to the salability of a business. Where appropriate, and subject to the parties' negotiations, this provision may be drafted to give one party the unilateral right to assign the contract.

15. Governing Law

Contract Workshop September, 2012 Page 15 This Agreement is entered into under and is governed by Ohio law. NOTE: This provision is usually used when the parties contemplate a multi-

state transaction, either at present or in the future. 16. Attorney Fees If either party breaches this Agreement, the breaching party will pay the other party's

reasonable attorney fees and court costs. NOTE: If the amount involved in the transaction is large enough, this is an

important provision. In general and in most states, a party to litigation cannot recover attorney fees unless such recovery is provided for by statute or contract.

17. Headings The headings in this Agreement are for convenience only, and will not be used to modify,

limit, or extend any provision. 18. Separability This Agreement is separable. If any provision of this Agreement is declared void or invalid

by any court, all other provisions of this Agreement remain binding. 19. Complete Agreement (Entire Agreement) This Agreement is the complete understanding of the parties. Any promise or condition not

contained in this Agreement is not binding on the parties. 20. Signature Line The signature line for a corporation should be set up as follows: International Button Machines, Inc. by John Jones Its President Duly Authorized

Contract Workshop September, 2012 Page 16 21. Checking Your Document - The "Scenario Approach" One of the most important aspects of a contract or other document is its comprehensiveness.

Some general questions which drafters often ask themselves include: (1) Are there contingencies which were omitted? (2) What happens if one party fails to perform or inadequately performs any part of his

or her obligations? Are the consequences clearly stated? (3) Does the contract cover everything? One effective way to test the comprehensiveness of a contract is to use the "scenario

approach." Under this approach, the drafter "walks through the contract," playing out the entire transaction in his or her mind. Additionally, the drafter should consider all the possible things which could go wrong at every point in the transaction (i.e. a "worst case scenario approach"). By doing this, the drafter is better able to identify substantive terms, contingencies and consequences which may have been omitted. The "scenario approach" is an excellent way in which a drafter can double-check his or her problem analysis.

22. Additional Drafting Pointers 1. Rights and Obligations In each provision, specifically identify the rights and obligations involved and then clearly

express them. In particular, please note the following: (a) Passive Voice and Unclear Constructions Be sure to state who has the obligation (or right) and what must be done. The passive voice

and other constructions sometimes fail to do this. (i) Passive: "The bill must be paid in full by June 1." "The schedule may be changed by giving notice..." (ii) Unclear: "Full Payment is due by June 1." None of these provisions identifies the party who has the obligation or right. Compare the

above provisions with the ones below: "Mr. X must pay the bill in full by June 1."

Contract Workshop September, 2012 Page 17 "Mr. X may change the schedule by giving notice..." (b) Attached Schedules When schedules are attached to the contract, drafters sometimes focus

unnecessarily on the contractual process (i.e., filling out the contract) and fail to establish essential obligations. For example, in a contract between Ms. X and Ms. Y, where Schedule A will specify performance obligations of Ms. Y, drafters sometimes write:

"Ms. X must complete Schedule A...: It is unnecessary to review the process by which the contract is completed.

This provision fails to state Ms. Y's obligation. This provision should be drafted as follows:

"Ms. Y will provide the services stated in Schedule A..." (c) Distinguish Between Rights and Obligations For each obligation (duty) in a contract, there is a corresponding right. If X

has the duty to perform a service, then Y has the right to receive the service. Usually, it is more important to clearly identify the obligation in the contract, as follows:

"Buyer must pay Seller..." NOT: "Seller will receive payment..."

Contract Workshop September, 2012 Page 18 2. Normal Flow of Provisions There is a normal flow of certain types of provisions. As to provisions establishing

obligations, the normal flow is to first state the obligations and then state the consequences, if any, for failure to fulfill the obligation, as follows:

"Buyer must pay the bill in full by June 1. If Buyer

fails to pay the bill in full by June 1, Buyer must pay a late fee..."

NOT: "Buyer must pay a late fee if he fails to pay the bill in

full by June 1." As to provisions establishing rights, the normal flow is to first state the right and then

state the manner in which the right may be exercised, as follows: "Buyer may change the schedule [establishes the

right] by giving written notice to Seller [state the manner of exercise]..."

NOT: "Buyer must give written notice to Seller to change the

schedule..." 3. Architecture and Schedules Be sure that your document is good looking and functional. Provide blank lines in

any places where the parties must write some information.

Contract Workshop September, 2012 Page 19 RULES OF CONSTRUCTION4

1. A document will be read as a whole and all documents in the same transaction will be read

together. 2. Technical terms and terms of art will be interpreted in their technical meaning. 3. An agreement is construed so as to give effect to each term; nothing is presumed to be

superfluous. 4. An agreement is construed to create a lawful result. 5. Specific provisions will control over standardized or boilerplate terms. 6. Separately negotiated terms will control over standardized or boilerplate terms. 7. Where there is a choice between reasonable meanings, a court will prefer that which operates

against the drafter of the document. 8. Where there is a choice between reasonable meanings, a court will prefer that which serves

the public interest. 9. A written agreement is usually considered as superseding and discharging all prior written or

oral agreements concerning the same subject matter. 10. If possible, all provisions in an agreement are interpreted so as to be consistent with one

another. 11. Agreements are construed to avoid harsh or absurd results. 12. Expression unius est exclusio alterius: expressing one thing (especially in a list) impliedly

excludes other things not listed. 13. Ejusdem generis: "of the same kind". When an item (general term) in a list is in dispute, it

will be taken as having the same characteristics as other items in the list.

4Reprinted with permission from Richard C. Cohen. All rights reserved.


SHORT DRAFTING EXERCISE FACTS You are asked to develop a contract for services of Patty Therapist, a physical therapist, to do work for all DD Board clients, including individuals eligible for Medicaid. The initial rough draft (before anyone corrected the many errors) is on pages 21 through 25. The DD Board wants her to be able to do work in client's home, ICF/IID and school settings. She wants to maintain her private pay rate for all clients, including Medicaid clients. She also wants to be able to conduct her own practice on the side. Draft a conflict of interest section to be inserted at 3.3. Define the goal of the conflict section, review the legal parameters (see resource packet) and put your conclusion in clear, concise and precise language.

Contract Workshop September, 2012 Page 21 CONTRACT ERROR IDENTIFICATION PERSONAL SERVICES CONTRACT

ARTICLE 1: Preliminary Matters 1.1 Parties This Agreement is entered into on this _____________day of _____________, 1998 by and between the _________________COUNTY BOARD OF DEVELOPMENTAL DISABILITIES at ___________________("Board") and PATTY THERAPIST at 1234 Maple Drive, Cleveland, Ohio 44114 (hereinafter "Therapist"). 1.2 Term This Agreement shall be effective on the 1st day of October, 1998 and will terminate on the 30th day of September, 1999. 1.3 Purpose of Contract This Contract will provide for the purchase of physical therapy services. 1.4 Condition precedent This Contract must be executed by all parties and approved by the _________________ Board before this Agreement becomes effective and before any service is rendered. ARTICLE 2: Definitions 2.1 Applicable law means those federal, state and local laws and regulations which govern the conduct of the parties to this Contract. 2.2 Applicable requirements includes all of the following to the extent that any of these requirements govern the conduct of the parties to this Contract: 2.2.1 Applicable law, 2.2.2 DD Board Policies, 2.2.3 the requirements of this contract. 2.3 CAFS refers to Community Alternative Funding System. 2.4 ICF/IID refers to Intermediate Care Facility for Mentally Retarded. 2.5 OAC refers to the Ohio Administrative Code, and any amendment made effective during the term of this Contract.

THIS IS NOT A MODEL CONTRACT. IT CONTAINS NUMEROUS ERRORS. TO BE USED FOR INSTRUCTIONAL PURPOSES ONLY.

Contract Workshop September, 2012 Page 22 2.6 ORC refers to the Ohio Revised Code and any amendment made effective during the term of this Contract. ARTICLE 3: Duties of Therapist 3.1 General: Patty Therapist shall perform all work in accordance with applicable Federal and State laws, licensure requirements and DD Board policies. The work shall conform to such other criteria as the DD Board may determine in its sole discretion. 3.2 Patty Therapist will do the duties in the RFP which is attached. 3.3 Conflict of Interest 3.4 Independent Contractor Therapist shall perform her duties under this Contract as an independent contractor with right of control, except that the Board shall retain the right of control over Therapist's work location, clients and hours of work. 3.5 Invoice Therapist shall submit an invoice to the Board for work assigned as stated in section 4.3 and performed at the rate as stated in section 4.1.1. Therapist shall submit the invoice by the first day of every month for all work performed during the previous month. ARTICLE 4: Duties of the Board 4.1 Payment 4.1.1 The Board shall pay Therapist at the rate of $___________ per hour for all work assigned by

the Board as stated in section 4.3 and performed by Therapist. 4.1.2 The Board shall issue payment to Therapist no later than fourteen (14) days after receipt of

Therapist's invoice. 4.2 Performance incentives 4.3 Assignment 4.3.1 The Board shall assign to Therapist work to be performed by Therapist. The assignment shall

include:

a. number and manner of service hours to be provided by Therapist; b. the clients to be served by Therapist; c. the location of the services to be performed by Therapist.

Contract Workshop September, 2012 Page 23 4.3.2 The Board shall deliver to Therapist a monthly work schedule, attached to and made a part of

this Contract as Attachment A, at least one (1) week in advance of scheduled work time. 4.4 Medicaid claims processing Medicaid eligible claims shall be processed and submitted for payments by the Board. 4.5 Contact person The Board shall designate _________________________________ as the Board's contact person to whom all matters related to this Contract should be addressed. ARTICLE 5: Insurance and Indemnification 5.1 Insurance Therapist shall obtain insurance in accordance with the requirements of this Article 5, unless the requirements are waived, amended or deferred in writing, in advance, by the Board. 5.1.1 Professional Therapist shall carry sufficient professional liability insurance. 5.1.2 Automobile Therapist assures that automobile liability insurance is not needed because

Therapist shall not use her automobile to transport clients. 5.1.3 Within 90 (30) days of the date of signing this Contract, Therapist shall provide the Board

with a certificate of insurance evidencing the coverage required or provided under this Article 5, and shall provide the Board notice of cancellation or non-renewal of any such coverage within thirty (30) days of the time Therapist receives such notice.

5.2 Indemnification by Therapist In addition to the insurance coverage required in Article 5, Therapist hereby agrees to indemnify and hold harmless the Board from any and all costs and expenses associated with carrying out her duties under this Contract, unless otherwise provided herein, including, but not limited to, all losses occasioned by Therapist's failure to acquire insurance coverage as required hereunder. With respect to all duties which are defined as the responsibility of Therapist by Federal or State law, or by the terms of this Contract, Therapist shall indemnify the Board against and hold the Board harmless from any and all claims, suits, damages (including compensatory and punitive damages), or causes of action against the Board arising out of the performance of such duties by Therapist, including, but not limited to, all losses occasioned by Therapist's failure to acquire insurance coverage as required by Article 5, and against any orders or decrees or judgments which may be entered therein, brought for damages or alleged damages, resulting from any breach of duty, injury to person and/or property or loss of life sustained by any person or persons whatever in connection with services provided by Therapist. Therapist shall further indemnify the Board against and hold the Board harmless from any and all costs for the defense of such claims, suits, damages, or causes of action, including, but not limited to, the costs of attorney fees, provided that Therapist may, at her sole discretion, elect to pay for the defense by counsel of the Board's interests in such action, which counsel shall be selected or approved by

Contract Workshop September, 2012 Page 24 Therapist, or to provide for such defense by counsel selected by the insurance carrier which is providing counsel to Therapist. 5.3 Indemnification by the Board With respect to all duties which are defined as the responsibility of the Board by Federal or State law, or by the terms of this Contract, the Board shall indemnify Therapist against and hold Therapist harmless from any and all administrative actions, claims, suits, damages (including compensatory and punitive damages), or causes of action against Therapist arising out of such duties of the Board, and against any orders or decrees or judgments which may be entered therein, brought for damages or alleged damages, resulting from any breach of duty, injury to person and/or property or loss of life sustained by any person or persons whatever in connection with services provided by the Board. The Board shall further indemnify Therapist against and hold Therapist harmless from any and all costs for the defense of such administrative actions, claims, suits, damages, or causes of action, including, but not limited to, the costs of attorney fees, provided that Therapist may, at her sole discretion, elect to pay for the defense by counsel of Therapist's interests in such action, which counsel shall be selected or approved by the Board or to provide for such defense by counsel selected by the insurance carrier which is providing counsel to the Board. ARTICLE 6: Dispute Resolution 6.1 General Procedures 6.1.1 Dispute resolution procedures under this Article 6 shall apply to disputes arising out of the

termination, renewal or non-renewal of this Contract, disputes arising out of services covered by this Contract or disputes arising out of clinical issues which involve client care. All other disputes shall not be subject to any requirement for dispute resolution under this Contract and may be pursued by the parties under applicable law.

6.1.2 The procedures for dispute resolution under this Article 6 shall be completed within sixty (60)

days after service of a written notice unless the parties otherwise agree. 6.1.3 Parties shall meet at least once to resolve the issues prior to the expiration of sixty (60) days.

The parties shall engage in good faith efforts to resolve disputes informally. 6.1.4 If the parties cannot agree informally to a resolution of the dispute, the matter shall be

submitted to ODDD for further proceedings.

a. Any decision by ODDD shall be non-binding.

b. The decision by ODDD shall be presented to the Board and Therapist and shall be made a part of the record of any further proceedings, regardless of forum.


c. In the event that either party rejects the decision of ODDD, then it shall provide written reasons which shall also be a part of the record of any further proceedings, regardless of forum.

6.1.5 At the conclusion of the review by ODDD, the Board shall make a final decision which is

subject to review under R.C. Chapter 5126.

a. Proceedings shall meet due process requirements under R.C. Chapter 5126 and the Board shall make a record.

b. Hearing and decision shall be complete not later than sixty (60) days from date of

decision by ODDD.

c. Nothing in this section shall be construed as limiting the rights of the parties to any other available legal remedies.

6.1.6 Status quo shall be maintained during review by ODDD and through final decision by the

Board. ARTICLE 7: Termination, Modification and Amendment 7.1 Termination This Contract shall terminate at the earliest of either the conclusion of this term as stated in section 1.2, or thirty (30) days after either party delivers written notice of termination to the other party. 7.2 Modification and Amendment This Contract may be amended or modified by agreement of the parties in writing and attached hereto. ARTICLE 8: Miscellaneous 8.1 Entire Agreement It is acknowledged by the parties hereto that this Contract supersedes any and all previous written or oral agreements between the parties concerning the subject matter of this Contract. 8.2 Severability Should any portion of this Contract be deemed unenforceable by any administrative or judicial officer or tribunal of competent jurisdiction, the balance of this Contract shall remain in full force and effect unless revised or terminated pursuant to Article 7 of this Contract. 8.3 Assignment Neither party may assign this Contract without the written consent of the other party.

Contract Workshop September, 2012 Page 26 8.4 Governing law This Contract shall be governed by and interpreted in accordance with the laws of Ohio. 8.5 Captions The paragraph captions and headings in this Contract are inserted solely for the convenience of the parties and shall not affect the interpretation or construction of this Contract or any of the terms of this Contract. 8.6 Waiver The waiver of breach of any term of this Contract shall not be interpreted as waiver of any other term of this Contract. 8.7 Signatures


SERVICES CONTRACT BETWEEN ________ COUNTY BOARD OF DD

AND ___________________________________________________

Article 1. PRELIMINARY MATTERS

1.1. Parties This contract is entered into on this ______ day of _________, 2005 by and between the ________ COUNTY BOARD OF DEVELOPMENTAL DISABILITIES, (hereinafter "DD Board") and _____________________________________ ,(hereinafter "Provider").

1.2. Term This Contract shall be effective on the __ day of __________, 2012 and shall terminate on the ___ day of ________, 201_.

Article 2. DEFINITIONS

2.1. Applicable law means those federal, state and local laws and regulations which govern the conduct of the parties to this Contract. 2.2. Applicable requirements includes all of the following to the extent that any of these requirements govern the conduct of the parties to this Contract:

2.2.1. Applicable law, 2.2.2. DD Board Policies,

2.2.3. the requirements of this contract.

2.3. Individual means a person with mental retardation or a developmental disability who is receiving Day Habilitation services from the DD Board. 2.4. Individual Service Plan (“ISP”) means a written description of the services, supports, and activities to be provided to an Individual, according to requirements set forth in Applicable Requirements. 2.5. OAC refers to the Ohio Administrative Code, and any amendment made effective during the term of this Contract.

Contract Workshop September, 2012 Page 28 2.6. ODJFS means the Ohio Department of Job and Family Services.

2.7. DoDD means the Ohio Department of Developmental Disabilities.

2.8. ORC refers to the Ohio Revised Code and any amendment effective during the term of this Contract.

2.9. PHI Protected Health Information is information received from or on behalf of the Board that meets the definition of PHI as defined by HIPAA and the regulations promulgated by the United States Department of Health and Human Services, specifically 45 CFR 164.501, and any amendments thereto.

Article 3. REQUIREMENTS APPLICABLE TO THE PARTIES

3.1. General Requirements The parties shall carry out their duties under this Contract in accordance with applicable requirements. 3.2. Scope of Contract This Contract shall apply to non-Medicaid services only. Nothing in this Contract shall be interpreted to impose requirements on Medicaid services. 3.3. HIPAA Compliance The parties shall cooperate in operationalizing requirements imposed upon them by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). 3.4. Service Authorization or Modification The ISP shall be developed, modified, and executed in accordance with Applicable Requirements.

3.4.1. The Provider shall render [INSERT NAME OF SERVICE HERE] Services in accordance with the ISP and Applicable Requirements. A copy of the ISP for each individual covered by this Contract shall be attached as Attachment 1. 3.4.2. The parties agree that the DD Board may authorize additional units of [INSERT NAME OF SERVICE HERE] or modify an ISP at any time after consultation with and approval of the Individual in accordance with Applicable Requirements. The Provider shall participate in the discussions related to the authorizations and modifications of such [INSERT NAME OF SERVICE HERE]. The DD Board shall notify the Provider within 72 hours of new authorizations and modifications to the ISP that affect the [INSERT NAME OF SERVICE HERE] offered by Provider. Prior to submitting written authorizations and modifications to the ISP, the Board may initially authorize such new authorizations and modifications verbally.

Contract Workshop September, 2012 Page 29 3.5. Change in Individual Needs or Condition The Provider shall promptly notify the DD Board if the Provider believes that a change in an Individual’s needs or condition may require a new authorization or modification to the Individual’s ISP.

3.6. Individual’s Right to Terminate The Individual may terminate services provided under this Contract. Such termination may become effective not later than thirty days after the DD Board’s receipt of such request.

Article 4. PROVIDER SERVICE REQUIREMENTS

4.1. General Provider shall provide services set forth in this contract in accordance with applicable requirements.

4.2. _____________ Service Provider shall provide [INSERT NAME OF SERVICE HERE] to individuals identified in the attached ISP. [INSERT NAME OF SERVICE HERE] under this Contract shall be limited to [describe any limitations if applicable].

4.3. Basic Documents Upon request of the DD Board, the Provider shall provide the MHR Board with the most recent versions of the following documents:

4.3.1. Articles of Incorporation and By–Laws for the Provider.

4.3.2. Evidence of certification as required under applicable requirements.

4.3.3. Executed Declarations Regarding Material Assistance/Nonassistance to a Terrorist Organization as set forth in http://www.homelandsecurity.ohio.gov /DMA_forms.asp in accordance with applicable requirements.

4.4. Ensuring Health and Safety The Provider shall take all reasonable measures to ensure the health and safety of Individuals receiving [INSERT NAME OF SERVICE HERE] under this Contract.

Contract Workshop September, 2012 Page 30 4.5. Staffing The Provider shall ensure that all staff providing [INSERT NAME OF SERVICE HERE] pursuant to this Contract comply with all Applicable Requirements. The Provider shall attract, train, and retain competent personnel to deliver [INSERT NAME OF SERVICE HERE].

4.5.1. Criminal Background Checks The Provider shall conduct background checks on all applicants for employment in direct service positions in accordance with applicable requirements so as to not knowingly employ staff who have been convicted or plead guilty to any of the crimes specified in ORC §5126.281 or other section of the ORC applicable to the Provider. Failure to conduct such background checks may result in termination of this Contract.

4.5.2. Training The Provider agrees to complete all training that is required by Applicable Requirements, the attached ISPs, and any required plan of correction. The Provider shall maintain records to document the receipt of such training. Training costs, if any, shall be borne as agreed upon by the parties.

4.6. Provider Autonomy The Provider is a fully independent and autonomous contractor and retains the ultimate responsibility for the care and service of individuals to whom services are rendered under this Contract. The DD Board recognizes the Provider as an independent contractor in carrying out its duties under this Contract and as a result, the DD Board shall have no liability for undelivered services or any unpaid claims against the Provider by third parties.

Article 5. INFORMATION and REPORTS

5.1. General Access by the DD Board The Provider shall provide the DD Board with information which is reasonably necessary to permit the DD Board to:

5.1.1. Monitor and evaluate the Provider’s compliance with the terms of this Contract

5.1.2. Conduct its own investigation of any complaint or incident, and

5.1.3. Perform its duties under applicable requirements. 5.2. Essential Periodic Reports The Provider shall provide the reports listed in Attachment 2 at such times as are specified in said Attachment. 5.3. Format Any information or report which is required under this Contract shall be submitted in the format prescribed or approved by the DD Board. 5.4. Reportable Incidents


5.4.1. The Provider shall ensure that all Major Unusual Incidents (“MUI”), as well as reports of medical and behavioral problems are reported to the DD Board, in accordance with applicable requirements. The Provider shall document all Unusual Incidents in accordance with applicable requirements. 5.4.2. The DD Board’s designated contact person for the purpose of reporting all MUI’s shall be [INSERT NAME OF DESIGNEE]. All MUIs shall be submitted to the DD Board in accordance with the DD Board’s reporting policy in Attachment 3. [ALTERNATIVELY CAN SAY – ALL MUI’S SHALL BE SUBMITTED TO THE DD Board BY FACSIMILE, OR E-MAIL, OR TELEPHONE AT THE FOLLOWING NUMBER]

5.4.3. The DD Board’s designated contact person for the purpose of reporting all medical and behavioral problems involving an Individual shall be [INSERT NAME OF DESIGNEE]. All such reports shall be submitted to the DD Board in accordance with the DD Board’s reporting policy in Attachment 3. [ALTERNATIVELY CAN SAY – ALL SUCH REPORTS SHALL BE SUBMITTED TO THE DD Board BY FACSIMILE, OR E-MAIL, OR TELEPHONE AT THE FOLLOWING NUMBER] 5.4.4. The DD Board shall conduct investigations of MUIs in accordance with applicable requirements.

5.4.5. The Provider shall take all reasonable steps necessary to prevent the reoccurrence of each MUI and shall take all reasonable measures to ensure the health and safety of Individuals receiving [INSERT NAME OF SERVICE HERE] under this contract.

5.4.6. The Provider shall cooperate with the DD Board in implementing action determined to be necessary to correct the conditions which have caused or contributed to the reportable incidents.

Article 6. EVALUATION and ACCOUNTABILITY

6.1. General The Provider shall cooperate with the DD Board in all monitoring activities, including, but not limited to reviews of services provided under this Contract, quality of care and documentation of such services. 6.2. Documentation and Records

6.2.1. The Provider shall keep accurate, current and complete records for each individual in accordance with applicable requirements.


6.2.2. The Provider shall provide service information to the DD Board in accordance with applicable requirements. Payment for services shall not be made until documentation necessary to support the billing has been provided in accordance with applicable requirements.

6.3. Review of Quality, Cost Effectiveness and Service Utilization The DD Board shall review the quality of care, cost effectiveness and service utilization of Provider services in accordance with applicable requirements. 6.4. Fiscal Review The DD Board shall have the right to inspect all applicable financial information from the Provider related to [INSERT NAME OF SERVICE HERE] provided under this contract in accordance with Applicable Requirements.

Article 7. PAYMENT

7.1. General The DD Board shall make payments required under this Contract for [INSERT NAME OF SERVICE HERE] rendered under this Contract.

7.1.1. Unless this Contract specifically provides otherwise, all payments shall be made in full for services actually provided and for which there is appropriate documentation as set forth in this Contract. The Provider shall accept the payment as payment in full and shall not seek additional reimbursement from any other source for [INSERT NAME OF SERVICE HERE] provided under this Contract.

7.1.2. Payment for authorized [INSERT NAME OF SERVICE HERE] shall be for a number of units of service provided, as identified in the Attachment 1. A unit of service shall mean [define the unit of service].

7.1.3. Authorized [INSERT NAME OF SERVICE HERE] are those services which are provided as set forth in Attachment 1.

7.2. Payment The DD Board shall pay the Provider at a rate of $________ per unit of service.

7.3. Billing Procedures The Provider shall submit claims for payments under this Contract to the DD Board for the number of service units provided in such form and in such manner as is determined by the DD Board.

7.4. Payment procedures The DD Board shall issue payments upon receipt of an invoice and sufficient documentation that services were provided in accordance with the requirements of this Contract. No payment shall be made unless Provider has actually provided [INSERT NAME OF SERVICE HERE] in accordance with the requirements of this Contract.


Article 8. INSURANCE The Provider shall obtain insurance in accordance with the requirements of this Article 8, unless the requirements are waived, amended or deferred in writing, in advance, by the DD Board.

8.1 General Liability The Provider shall carry comprehensive general liability insurance in an amount of at least $1,000,000 per occurrence with an annual aggregate limit of at least $3,000,000. Excess liability coverage shall be provided in an amount of at least $2,000,000 per occurrence and annual aggregate.

8.2 Professional Liability The Provider shall carry professional liability insurance providing single limit coverage in an amount of at least $1,000,000 per occurrence with an annual aggregate limit of at least $3,000,000. Excess liability coverage shall be provided in an amount of at least $2,000,000 per occurrence and annual aggregate.

8.3. Automobile The Provider shall insure that there is automobile liability insurance for passenger vehicles for all such vehicles used to transport clients, whether such vehicles are owned by the Provider or its agents or employees in an amount of at least $500,000 combined single limit coverage symbol 1, and in an amount of at least $1,000,000 for vans and buses combined single limit coverage symbol 1.

8.4. Workers' Compensation The Provider shall provide evidence of proper worker's compensation coverage upon request of the DD Board.

8.5. Claims–made Policies In the event that the Provider meets any of its obligations under this Article 8 by obtaining a “claims–made” policy, the Provider shall provide evidence of either of the following for each type of insurance which is provided on a claims–made basis:

8.5.1. Unlimited extended reporting period coverage which allows for an unlimited period of time to report claims from incidents that occurred after the policy retroactive date and before the end of the policy period (tail coverage), or

8.5.2. Continuous coverage from the original retroactive date of coverage. The original retroactive date of coverage means original effective date of the first claims–made policy issued for similar coverage while the provider was under contract with the DD Board.

8.6. Additional Insured The DD Board shall be named as an additional insured for all coverage required under Section 8.1 and 8.2.

8.7. Evidence of Coverage Within 90 days of the date of signing this Contract, The Provider shall provide the DD Board with a certificate of insurance evidencing each type of coverage required or provided under this Article 8, and shall provide the DD Board notice of cancellation

Contract Workshop September, 2012 Page 34 or non–renewal of any such coverage within thirty days of the time the Provider receives such notice.

Article 9. INDEMNIFICATION In addition to the insurance coverage required in Article 8 above, Provider hereby agrees to indemnify and hold harmless the DD Board for any and all costs and expenses associated with carrying out Provider's duties under this contract, unless otherwise provided herein, including, but not limited to, all losses occasioned by Provider's failure to acquire insurance coverage as required hereunder. The Provider shall indemnify the DD Board to the extent permitted by law, against and hold the DD Board harmless from any and all claims, suits, damages (including compensatory and punitive damages), or causes of action against the DD Board which are the direct and proximate result of negligent and/or intentional acts and/or omissions on the part of the Provider, arising out of the performance of such duties by Provider, including, but not limited to, any such losses occasioned by Provider's failure to acquire insurance coverage as required by Article 8 above, and against any orders or decrees or judgments which may be entered therein, brought for damages or alleged damages, resulting from any breach of duty, injury to person and/or property or loss of life sustained by any person or persons whatever in connection with services provided by Provider. Provider shall further indemnify the DD Board against and hold the DD Board harmless from any and all costs for the defense of such claims, suits, damages, or causes of action, including, but not limited to, the costs of attorney fees, provided that Provider may, at its sole discretion, elect to pay for the defense by counsel of the DD Board's interests in such action, which counsel shall be selected or approved by Provider, or to provide for such defense by counsel selected by the insurance carrier which is providing counsel to Provider.

Article 10. DISPUTE RESOLUTION 10.3. In the event of a dispute involving the parties regarding any provision under this contract, the parties shall attempt to resolve the dispute as follows:

10.3.1. The parties shall engage in good faith efforts to resolve disputes informally.

10.3.2. Either party may require the other party to convene a meeting of the board of the other party to review the dispute. 10.3.3. In the event that the dispute cannot be resolved informally, the Provider may initiate review proceedings under OAC 5126:2-1-12. 10.3.4. The Provider shall not initiate any court action unless and until procedures under OAC 5123:2-1-12 have been completed and the DD Board has issued a final decision as required by 5126:2-1-12(F)(5).

Contract Workshop September, 2012 Page 35 10.4. The Provider shall establish a procedure for affording an Individual due process. The Provider shall utilize this procedure in the event of a disagreement between the Provider and the Individual related to the Provider’s performance of its duties and obligations under this Contract.

Article 11. TERMINATION, MODIFICATION AND AMENDMENT

11.3. Termination This Contract may be terminated by either party at any time for cause or for no cause by providing the other party with notice in writing not less than 30 days prior to terminating this Contract.

11.4. Modification and Amendment This Contract may be amended or modified by agreement of the parties in writing and attached hereto.

Article 12. MISCELLANEOUS

12.1. Attachments The attachments are hereby incorporated as a part of this Contract. In the event that any section of any attachment is inconsistent with any requirement of this Contract, the terms of this Contract shall be binding on the parties.

12.2. Entire Agreement It is acknowledged by the parties hereto that this Contract supersedes any and all previous written or oral agreements between the parties concerning the subject matter of this Contract.

12.3. Severability Should any portion of this Contract be deemed unenforceable by any administrative or judicial officer or tribunal of competent jurisdiction, the balance of this Contract shall remain in full force and effect unless revised or terminated pursuant to Article 11 of this Contract.

12.4. Notices All notices, requests and approvals shall be made in writing and shall be deemed to have been properly given if and when personally delivered or sent, postage prepaid, by certified mail:

Contract Workshop September, 2012 Page 36 TO: __________ COUNTY BOARD OF DEVELOPMENTAL DISABILITIES

ADDRESS ADDRESS

TO: 4Provider Name4 4Provider Address4 4Provider City, State and Zip4

12.5. Governing law This Contract shall be governed by and interpreted in accordance with the laws of Ohio.

12.6. Captions The paragraph captions and headings in this Contract are inserted solely for the convenience of the parties and shall not affect the interpretation or construction of this Contract or any of the terms of this Contract.

12.7. Waiver The waiver of breach of any term of this Contract shall not be interpreted as waiver of any other term of this Contract.

SIGNATURES The parties hereto have caused this Contract to be executed by their duly authorized officers as of the day and year first above written and in accordance with Section 5126.035 of the ORC and the terms and conditions contained herein. [Signature lines omitted]

List of Attachments

Attachment Description

1 ISPs

2 List of Essential Periodic Reports

3 Applicable DD Board Policies