On motion of Mr. Hartmann, seconded by Mr, Monzel the resolution was adopted. Gee RESOLUTION NUMBER P048-11 AUTHORIZING AND APPROVING THE EXECUTION OF A PURCHASE y CONTRACT FOR RESIDENTIAL TREATMENT SERVICES WITH RITE OF PASSAGE, INC. AND A LICENSE AGREEMENT WITH RITE OF PASSAGE, INC. FOR THE USE OF THE FACILITY KNOWN AS THE HILLCREST TRAINING SCHOOL AND AUTHORIZING THE HAMILTON COUNTY ADMINISTRATOR TO DO ALL THINGS NECESSARY AND PROPER TO CARRY OUT THE TERMS AND CONDITIONS OF THE PURCHASE CONTRACT AND LICENSE, SUBSTANTIALLY IN ACCORDANCE WITH SAID PURCHASE CONTRACT AND LICENSE AGREEMENT BY THE BOARD: WHEREAS, Board of County Commissioners, Hamilion County (the'“Board”) owns and the Hamilton County Juvenile Court (the “Court”) operates the Hilletest Training School (Hillcrest”), located in Springfield Township at 246 Bonham Road, Cincinnati, Ohio 45215, on 86.98 acres upon which there are located 23 buildings which include 13 unattached housing units, a. gymnasium, recreation hall, chapel, school building with 13 classtooms, in-door swimming pool, dining ball and administrative offices; WHEREAS, the Court along with the Board intends to contract with a qualified provider to operate a residential treatment facility (24 hours per day, 7 days per week, and 365 days per year at the Hillcrest Training School location (the “Facility”) for a five (5) year term; and WHEREAS, the Court and the Board has determined that such a qualified Provider must also operate a school year round as a part of the residential treatment program or satisfactorily provide for the education of the Youth who are in residence as a part of the program; and WHEREAS, the Board determined that the Provider who operates the residential treatment and educational programs at Hillcrest would be required to enter into a license ‘agreement to use the Facility for One Dollar ($1.00) per year plus be responsible for the cost of all maintenance and operational expenses relating to the Facility; WHEREAS, in order to identify such Provider the Board in conjunction with the Court released Request For Proposals #053-11 for Residential Treatment at The Hillorest Training School Location # 053-11 (the “RFP”);“Vou. 328 APR 16 2012 age (O} "and was WHEREAS, Rite of Passage, Inc. submitted a proposal in response to the determined to be the responsible provider whose proposal was the most advantageous to the program with price and other factors considered for the specified time periods; WHEREAS, unless specifically agreed to by the Board or the Court, neither the Board nor the Court has allocated any funds to pay for and will not pay for any repairs, maintenance or capital improvements or projects relating to the Facility during the time frame set forth in the RFP; and WHEREAS, the Board and the Court has determined that they desire to enter into an Agreement with Rite of Passage, Inc. for such residential treatment services, including the education of certain Youth; and WHEREAS, the Board has also determined that it desires to enter into a License Agreement with Rite of Passage, Inc, for the use of the Facility, NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners, Hamilton County, Ohio that the Board hereby approves an agreement for residential treatment services, under terms and conditions which are substantially the same as those contained in the “Purchase Agreement,” which is attached hereto and made a part of this Resolution as Exhibit 1 and an agreement for the use of the Facility, under terms and conditions which are substantially the same as those contained in the “License Agreement,” whic part of this Resolution as Exhibit 2. BE IT FURTHER RESOLVED, that the Board hereby authorizes the County Administrator to execute a Purchase Agreement with Rite of Passage for residential treatment services in substantially the same form of the Purchase Agreement which has been attached as Exhibit 1, and to execute a License Agreement with Rite of Passage for the use of the Facility in substantially the same form of the License Agreement which has been attached as Exhibit 2. BEIT FURTHER RESOLVED, that the Board Authorizes the County Administrator to do all things necessary and proper to carry out the terms and conditions of a Purchase Agreement in substantial conformance with Exhibit 1 and to carry out the terms and conditions of a License Agreement in substantial conformance with Exhibit 2, and to deliver any related documents ‘which are reasonably required and are proper to substantially camry out the intent and purposes of Exhibits 1 and 2.APR 1.62012 nace @/ 50 BE IT FURTHER RESOLVED, that the Clerk of the Board be and she is hereby authorized and directed to certify copies of this Resolution to the Hamilton County Administrator, Hamilton County Interim Purchasing Director the Hamilton County Auditor, the Presiding Judge, Hamilton County Juvenile Court, and Hamilton County Prosecuting Attorney. ADOPTED at a regularly adjourned meeting of the Board of Commissioners, Hamilton County, Ohio, this 18" day of April, 2012. Mr, Hartmann YES Mr. Monzel__YES Mr. Portune___ YES CERTIFICATE OF CLERK IT IS HEREBY CERTIFIED that the foregoing is a true and correct transcript of a Resolution adopted by the Board of Commissioners, Hamilton County, Ohio in session the 18° day of April, 2012. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of the Office of the Board of Commissioners, Hamilton County, Ohio this 18" day ef April, 207.Bamilton County issi Chron Sigman Board of County Commissioners "Administrator Prone ota 946-4505 Tope 3) sued For Gi Shean or 13 Seeaet his Mowat oo 603 neque Panto Sic President CCouny Adminitation Pking Getkorme tore Phone 9) 945-4409 18 Ean Cat Set Phone 1) Fag) she aaoe Cie Oh 5002 19) He 4ate Toda Portune TODATY: (13) 9464719 Phone 13) 946-4401 Tax (813) 946-4496 www hamilton-co.org, Board of County Commissioners Document Submission Policy Documents submitted for consideration by the Board on any ofits meeting agendas are accessible on the Internet. Accordingly, each county department, agency, official, or employee submitting documents to the Board for agenda consideration shall first review and screen the Packet for information that is confidential or otherwise not subject to public disclosure Pursuant to the Ohio Public Records Act. I'it is necessary for the Board to review such non-public information, arrangements shall be made through the Clerk of the Board to koep any required confidentiality intact. Each set of documents submitted shall include a notation demonstrating compliance with this policy and it shall also Include the printed name and signature of the person ‘conducting the review and the date.” Print Name Date ge H+ eerste ansn011BID EVALUATION Fo! = MY 8 ‘RFP# 053-11 Residential Treatment Hillcrest ‘Training School Agent — gsr Date: November 7, 2011 Ba Be 2 NS & 3 5 = a Vvenpor: ighthone Youth ‘Talbert House Rite of Passage, Inc. REPRESENTATIVE NAME: James Bednarke | 2560 Business Palevay, ADDRESS: Ste, A, Minden, NV PHONED: EMAIL: bmeeum iy. 5g PLEASE RETURN THIS FORM TO THE HAMILTON COUNTY PURCHASING DEPARTMENT ALONG WITH ANY SUPPORTING DOCUMENTATION FOR YOUR DECISION. | Vendor Selection: Bid Bond: | Your reasons for selecting your vendor (s) for this bid: (Check all that apply) Please return bid bond checks? C Yes 0 No weet Price Performance bond required in moun of Best Product ‘O Suits Our Specific Need Au 1D Other (Please Specify) Pee ee ee ec ee cae See ——. ————— | pote sieneas Neha FOR PURCHASING USE ONLY; O' GOODS (Send standard award letter) i G SERVICE (Notify the surety agent)Hamation County Production System eet owrtévani2 9 2012 0081735 - 00000 APR 16 2012 RITE OF PASSAGE NO mace LSS Requisition eo 2012 Rg0e1795 + 900000 Vendor intnatcn a oot RITE OF PASSAGE INC Avene Cout- susges Ofte Level? 2550 BUSINESS PKWY SUITE (Operations Deparment tune Cout Judges Ofice £00 Broaay, Sub Basement MINDEN NV e942: Phone: (75) 267-9411 Ext Cincinnati on 45202 Fac Phone: (51) 946-8341. Ext Fox Blake PO Number ‘Ship Buyer SL LIAM Operations Deparment Jvenie Court Juiges Otfce 800 Broadway, Sub-Basement Cincinnati On as202 Prove: (519) 946-9341 Lino Number: 001 Commodi: 982.95 YOUTH CARE SERVICES vanity: 1.00 EA unt cost: $2,202,87.5000 Local Tae % Stato Tox % Tota $2302387.50 amar: Routing Deilvery Date: oai0/2012 Hiletest Residential care for youth Feequision Ttat $2,302, 387.50 SUFFIX ACCOUNT CODE ‘AMOUNT 1 aonotzeant27 0706 N Nos $2.902,887.50 82,902,367.90Bae HET AcORr? CERTIFICATE OF LIABILITY INSURANCE imu, | Some THiS CERTIFICATE 1S ISSUED AS A WATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS GERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, TMPORTANT: 1 the ceriiate holdor ls an ADDITIONAL INSURED, the policies) must be endoreed, 1f SUBROGATION IS WAIVED, subject to the terms and conditions ofthe policy, certal policies may requre an endorsement. A statoment on tls cericate does not confer rights to the ‘erento holder in leu of such ondervements) oath Lockion Companies, LLC Denver ‘al ioBUnen avon $$ Sue 700 = —— ee Denver CO 40237 (3034146000 Re aroRone corner oy as ones: Philadelphia Indemnity Insurance Compan 18058, FR Rie of arses, Ino [asus Philadelphia Insurance Comnany T3850] 1303243 2560 Business Parcway, Suite A sunE ¢ Minden, NV 85423, eau soem COVERAGES _RITPAUI—CV_CERTINCATE NuMBER: 11708874 REvsNON WoMBER OORT "TS 16 TO CERIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN OUED TO The SURED AVED ABOVE FoR THE POLGY PERIOD INDICATED. NOTWTHSTANOMG ANY REQUAENENT, TERY OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WiTH RESPECT TO WHICH THIS (ERTEIGKTE tiny BE ISSUED O8 MAY PERTAN, THE INSURANCE AFFORDED BY THE POUCIES DESCAISED HEREIN i9 SUAIECT TO ALL THE TERMS, [BXGLUSIONS AND CONDITIONS Or SUCH POLICIES, LTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAWS ea "TWrE oF novennCe Rael our wonen [aaeey [Raeer on ‘5 Posen MERITY w |» [enrerae a mao |psigremagies Te 2.000.000} ton. cet gan ge [+ 100.000 Soe Fexnmeance [2 occur [2D hom vase) [3,000 fx) et uy APR 16 2412 ers saovnase [+ 2,000,000 [x] “Sexual Misconducs L, aera een cide See Wt Sc woucy | | 388 [x] soe WAGE a TaronobLE mB WP BRT Frito —|TiaaTS | RETFRETETIAT— TS Oo oo aie earn rat State) zagaee ecenvour Pomel IX] nen avros [X| Moros? NSE is XXXXXXX_ X | Coli Ded $1] X|_Comp Ded $1} Je XXXXAXX: T]osorminune | —Toorin | | | HORII aia ivi eee [aon 00 coomtee [Tuan aaa 000000 eo_| —[nerewnons [+ XXXXxxX | Weise teat NG APPLICABLE parry [| fer enoraronmemanertcurne (4, Ebexcncooet |v RARER ces Ectoiae REPORT OCCT TE esnorossace EL pagar-poeran F XXXKKA [row Ww 3 rarer Tao | Beat ae ead soa ot Contac mon Cry On ten oy ree eta ke wpe o Ome iy an ts atiy ema’ by ene ie Conny Onde amin Coumy Sei Cou wih tape Geel bly reed Sy entra eno Labi mt Ao iy see [pay adnan ny os rapes marc meunnes by Secret oho rece wee cones ‘CERTIFICATE HOLDER. ‘GANGELLATION ‘SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE MLL BE DELVERED ™ [REEORDANCE WITH THE POLICY PROVISIONS 1728874 RET ETT Hamilton County Alt: Risk Manager 138 B Court Street, Room 707 Cincinnati OH 45202 “KCORD 2S (OTA) Tis REGRSae TGs Bo IT HT NERS‘SonriwATOn DEtCHPTON oF OPERATIONS OCATONENEHOLESIEXCLUEIONS ADDED BY ENOORSEMENTISPEIA PROMISINS fh nf me sou wed Professional Liability coverage with limits of $2,000,000 each professional incident / $4,000,000 aggregate is provided under the same policy as General Liability. Cyber Liability coverage is provided by Philadelphia Indemnity Insurance Co, policy #PHSD730165, effective 4/1/12 t0 7/1/13; coverage includes Network Security and Privacy Liability witha limit oF 1,000,000 exch chi, policy aggregate nit $100,00. Third Party Cre Coverag proved by Travelers Canal Sur Company of Amierice, policy #105765798, effective 41/12 to 7/1/13; policy limit is $100,000 each loss, Ohio Stop Gap lability ‘overage is provided on the General Liability policy with limits of $1,000, 400/81,000,006VS1,000,000, APR 18 2012 sce Of 5 ‘ACORD 25 (201005) ‘Cartfiete Holder ID: 11728874. Execution Copy PURCHASE OF SERVICE AGREEMENT This Agreement is entered into on Pocili8, 2012 and between the Board of County Commissioners, Hamilton County, Ohio (the “Board”); and Hamilton County Juvenile Court (the “Court”) and Rite of Passage, Inc., a Nevada Corporation (the “Provider”) for the provision of residential treatment services for appropriate Youth on probation at the Hillerest ‘Training School location. WHEREAS, Hamilton County (the “County”) owns and the Court operates the Hillerest Training School (“Hillcrest”), located in Springfield Township at 246 Bonham Road, Cincinnati, Ohio 45215, on 86,98 acres. There are 23 buildings on the premises with a total gross square footage of 91,329. Hillerest has 13 unattached housing units, a gymnasium, reereation hall, chapel, school building with 13 classrooms, in-door swimming pool, dining ball and administrative offices. Hillcrest can accommodate 154 Youth; and WHEREAS, the Board and Court intend to contract with a qualified Provider to operate a residential treatment facility (24 hours per day, 7 days per week, and 365 days per year at the Hillerest Training School location (the “Facility”) for a five (5) year term; and WHEREAS, the Board and Court have determined that a qualified Provider must operate a school year round as a part of the residential treatment program or satisfactorily provide for the ‘education of the Youth who are in residence as a pat of the program; and WHEREAS, in order to identify such Provider, the Board in conjunction with the Court released Request For Proposals #053-11 for Residential Treatment at The Hillcrest Training School Location # 053-11 (the “RFP”); and WHEREAS, Provider submitted a proposal in sesponse to the RFP, to provide Residential ‘Treatment Services at the Hillerest location; and WHEREAS, the Board and Court have determined that it intends to enter into an Agreement with Provider for such residential treatment services, including the education of certain Youth. NOW THEREFORE; in consideration of the above premises and the mutual terms and conditions contained herein, the Parties agree as follows.1 TERM ‘The Agreement shall commence at 11:59 pm on April 30, 2012 (the “Effective Date”) and shall expire on April 30, 2017 (the “Initial Term”), unless otherwise terminated by formal agreement, In addition to the Initial Term described above, this Agreement may be renewed, at the option of the Court, for one (1) additional, one (1) year term (the “Renewal Option”) if the Court gives Provider written notice not less than sixty (60) days prior to the expiration of the Initial Term (the “Renewal Term”). All terms and conditions of this Agreement shall apply during the Renewal Tem, SCOPE OF SERVICE A. Provider shall operate the Facility as an appropriately licensed residential facility and shall provide male Youths (the “Youth”), placed by the Court or other appropriate placing agencies with appropriate supervision, cere, training, treatment and rehabilitation, Notwithstanding anything to the contrary in this Agreement or any other document or instrument executed as a part of this Agreement, only Youth who meet the criteria set forth in thé Request for Proposals (“Exhibit A") will be accepted by Provider from other appropriate placing agencies. Such Services shall be provided in acoordance with the Request for Proposals (“Exhibit A”) and Provider's Response (“Exhibit B"), and the services identified end contained in this Agreement shall hereafter collectively be referred to as the “Services”, Without limiting anything set forth in the Request for Proposals (“Exhibit A") and Provider's Response (“Exhibit BY), Provider will ensure that each Youth is provided food, slocping quarters, restroom facilities, recreation, education and emergency clothing while in residence. Food, shelter, and clothing necessities shall include but is not limited to adequate nutritional and caloric meals including breakfast, lunch and dinner; a period of physical recteation cach day; secure storage of personal items; and reasonable access to bath and toilet facilities, The Facility shall operate twenty- four (24) hours a day, seven (7) days per week. The parties may make revisions to the Services to be rendered hereunder to tailor the treatment to the current population being served, so long as the Services are consistent with the Request for Proposals (“Exhibit A”) and Provider’s Response (“Exhibit B”) and do not modify the services described those exhibits set forth in any material manner3, Vou 326 APR 18 2012 58 B. The following exhibits are incorporated into and shall be deemed to! Agreoment as if fully set forth herein 1. Exhibit A ~ Request for Proposals; 2. Exhibit B—Provider’s Response; 3. Exhibit C- Budget; 4, Exhibit D ~ Implementation Plan (to be attached); 5. Exhibit B ~ Transition Plan (to be attached); 6. Exhibit F - Schedule of Contracts; 7. Exhibit G - Provider's List of Proprietary Information; and INTERIM PERIOD A General To allow for a transition and continuum of Services, the Court agrees to allow Provider to operate the Facility and provide the Services, including all required education services, as described in Section 2, ebove, as its Manager under the direct authority of the Court during the period between the Effective Date of this Agreement and the issuance by ODIFS of the Child Residential Center (“CRC”) license to Provider (the “Interim Period”). Until the issuance of such license, the Court shall maintain the service contracts, set forth on Exhibit F. All payment ot expenses incurred or paid by the Court to maintain such service related contracts shall be deducted from any amounts due from the Court to the Provider and shall be deducted from the invoices described in Section 7. In no event shall the Interim Period extend beyond July, 31, 2012, unless agreed to by the patties in writing, B. License On the Bffective Date and throughout the Interim Period, Provider will use its best efforts to obtain its license as a Certified Residential Care Facility. Provider understands that, although the Court will cooperate will Provider's efforts in securing such license any other issues related to its work as Manager, any additional ‘expenses incurred by the Court in any way related to such license or the Court's 3work as Manager shall be reimbursed by Provider, with ten (10) days of written demand. The Court understends that during the Interim Period there may be changes to the operation of Hillorest that are required to obtain ODJFS CRC licensure and agrees to support the Provider's efforts to make the appropriate changes. In addition to the above, changes in operation and programming for the Youth may be required to optimize the treatment, and maintein the health, welfare and safety of the Youth at Hillorest Training School. Provider agrees that any such changes must be consistent and accordance with the criteria set forth in the Request for Proposals (“Exhibit A”) and Provider's Response (“Exhibit B”), Food Service Contract Provider understands that the contract for food service currently in place between the County and ARAMark Correctional Services, LLC will terminate on April 30, 2012. Provider agrees that it will begin providing food service in compliance with the standards set forth in the Exhibit A - Request for Proposals and Exhibit B ~ Provider's Proposal on May 1, 2012. Other Service Contracts During the Interim Period, the Court shall maintain the service contracts, set forth on Exhibit F. All payment or expenses incurred or paid by the Court to maintain such service related contracts shall be deducted from any amounts due from the Court to Provider and shall be deducted from the invoices described in Section 7. During the Interim Period, the Court will terminate any service contract set forth on Exhibit F within ten (10) days of waitten request by Provider ‘Terms and Conditions On the Effective Date and throughout the Interim Period, Provider agrees that all other terms and conditions of this Agreement are applicable during this Interim Period otherwise specified4, ORDER OF PRECEDENCE ‘This Agreement is based upon Exhibits A through Exhibit D, as defined in Section 2.B., above. This Agreement and all exhibits are intended to supplement and complement each other and shall, where possible, be so interpreted. However, if any provision of this Agreement irreconcitably conflicts with an exhibit, this Agreement takes precesience over the exhibits. In the event there is an inconsistency between the exhibits, the inconsistency will be resolved in the following order: A, Bxhibit A~The Request for Proposal; B. Exhibit B - Provider's Response; then Cc Exhibit D- Implementation Plan; 5. PROVISION OF SAFE CARE As Safety Measures In performing the Services, Provider shall provide for the safe care of each Youth referred, All Services shall be designed and delivered to protect the Youth from harm by others or themselves. Safety measures shall include but not be limited to the following. 1, Restrictive and monitored use of restrooms and showers, allowing privacy but reducing potential for harm of self or others; 2. Available staff on duty at all times, trained in de-escalation of aggressive behavior, and intervention of conflict with other Youth; 3. Policies, practices and procedures designed to asswe a Youth receives appropriate medication and medical treatment; 4. Policies, practices and procedures designed to assure that medicine and harmful or hazardous/toxic materials are kept away from Youth; 5. Policies, practices and procedures designed to prevent fire;10, UL 12, B 4 15 Policies, practices and procedures designed for the evacuation of Youth in the event of fire; Fire drills on an irregular but monthly basis in accordance with local and state authorizing agent standards; Documented periodic personal checks on each Youth during sleep will occur approximately “15” minutes apart to ensure safety; Adequate supervision and room assignment controls to minimize risk of Youth being harmed and maintain compliance with the state-authorizing agency; Policies, practices, and procedures designed to eliminate or reduce the introduction of contraband into the residential areas; Policies, practices, and procedures designed to disallow staff to introduce any material into a residential area that might be harmful, including personel ‘medication or sharp objects; Policies, practices and procedures prohibiting smoking by anyone in the residential area and in other areas where Youth may be present; Available staff on duty at all times to provide constant and close supervision of the Youth; Available staff on duty at all times; trained in CPR, Pirst Aid and Crisis Intervention; and A Suicide Risk Assessment is to be completed on each Youth upon admission, and Youth will be continually assessed throughout the duration of placement. An appropriate behavioral management and mental health response to degree of suicide risk assessment.CORRSTAT ‘Vous APR 1.8 2012 Injury or Treatment of a Youth and Critical Incident Reporting In the event a Youth is injured or needs hospital treatment, the injury and treatment ‘must be immediately addressed. Provider shali notify the Youth's parents or custodian as soon as practicable and shall notify the Juvenile Court Probation Officer as soon as practicable, but no later than the next court day. Provider shall notify the Juvenile Court immediately in person, and in writing within 24 hours, of any critical incident/emergency situation including but not limited to the following; 1. Incident of abuse or sexual activity of Youth by staff or other Youth; 2. Any injury of a Youth requiring medical treatment other than very basic first aid administered by program staff; 3. When law enforcement, fire or ambulatory services respond to the facility; 4. A traffic accident when Youth are occupants in the vehicle; 5. When a Youth expresses suicidal plan or attempt; 6. Upon receipt of a complaint involving a critical incident from a private citizen or Youth or Youth's family; 7. Any incident requiring a mandatory report to the Hamilton County Department of Job and Family Services or the Hamilton County Mental Health and Recovery Services Board (MUL: major unusual incident) or any accrediting agency; 8, When the Provider has knowledge that a Youth has had a new contact with law enforcement. Absence of a Youth When a Youth leaves the facility without permission, Provider shall immediately notify the proper law enforcement authority, the parents, and the Juvenile Court Probation Officer. During the Interim Period of the Agreement, Provider shall notify the Court Administrator. Provider will immediately file a Violation of Court Order charge, in person, on said Youth at the Juvenile Court Youth Center, 2020 Auburn 1Avenue; Cincinnati, Ohio 45219. Provider shall make services available to the Youth for (5) five calendar days fiom the time the Youth ran away unless either party notifies the other party that the Youth is to be considered discharged. At the end of five (5) days, the Youth will be considered discharged unless the Coust makes arrangements to continue the Youth in care. D. Early Discharge of a Youth In the event that discharge is requested by either party which is not pursuant to the mutually agreed upon discharge plan, thirty (30) days notice is required except in emergency cases where the Youth's behavior is considered to be harmful to himself or others in the program. E, Additional Reporting Provider agrees to report all cases of suspected abuse, neglect or dependency to HIPS through (513) 241-KIDS, the child welfare hotline for HCIPS, Provider agrees to cooperate and assist in any investigation and follow-up activities occurring in relation to such cases, ‘Tn the event that the current safety measures set forth in A, B and C above are not effective, then the Court and Provider shall mutually develop additional or corrective measures, policies, or practices which are designed to improve safety within a reasonable period of time. If the Juvenile Court Judges collectively decide that after the additional or corrective measures have been taken, the safety policies or practices at the Facility fall below the standars of care reasonably accepted in the industry, this Agreement may be terminated pursuant to Section 11.C. 6. TITLE IV-E PROVIDER ‘The Parties acknowledge the Services provided pursuant to this Agreement are considered @ new program and Provider is required to operate for three (3) full calendar months prior to filing for a Title IV-E rate pursuant to OAC 5102:2-47-26.1(E). Other than during the Interim Period, Provider ‘warrants and represents that itis a Title IV-E Provider or will be a Title VI-E Provider at the time Services are rendered. Provider must have certified Title IV-E rates and agrees to provide copies of certification letter(s) to the Court. Provider further agrees it is and will remain in compliance with all federal, state and local laws, rules and regulations applicable to a Title [V-E Provideg7. A APR 18 2012 BILLING AND PAYMENT oled. Unit Rate Calculation Provider warrants and represents that the Budget, Exhibit C, submitted as a part of its Proposal, Exhibit B, was based upon current financial information and projections and includes all categories of costs needed to calculate the cost of a Unit of Service (the “Unit Rate”) and thet all known revenue sources available to Provider to serve the Youth have been detailed in the Budget, Exhibit C and utilized, were possible, to reduce the Unit Rate, No additional expenses, including but not limited to medical, medication, dental or clothing expenses shall be invoiced to the Court, nor reimbursed by the Court. Provider warrants and represents the following costs are riot included in the Budget and these costs will not be included in any invoice submitted for payment: 1) the cost of equipment or facilities procured under a lease-purchase arrangement unless it is applicable to the cost of ownership such as depreciation, utilities, maintenance and repair; 2) bad debt or losses arising ftom uncollectible accounts and other elaims and related costs; 3) cost of prohibited activities from Section 501(c)(3) of the Internal Revenue Code; 4) contributions to a contingency reserve or any similar provision for unforeseen events; 5) contributions, donations or any outlay of cash with no prospective benefit to the facility or program; 6) entertainment costs for amusements, social activities and related costs for persons other than Consumers; 7) costs of alcoholic beverages; 8) goods or services for personal use; 9) fines, penalties or mischarging costs resulting from violations of, or failure to comply with, laws and regulations; 10) gains and losses on disposition or impairment of depreciable ot capital assets; 11) cost of depreciation on ‘idle facilities, except when necessary to meet Contract demands; 12) costs incurred for interest on borrowed capital or the use of a governmental unit’s own funds, except as provided in Section 5101:2-47-26.1 of the Ohio Administrative Code (“OAC”); 13) losses arising from other contractual obligations; 14) organizational costs such as incorporation, fees to attorneys, accountants and brokers in connection with establishment or reorganization; 15) costs related to legal or other proceedings; 16) goodwill; 17) asset valuations resulting from business combinations; 18) legislative lobbying costs; 19) cost of organized fund-raising; 20) costs of investment counsel and staff and similar expenses incurred solely to enhance income from investments; 21) any costs specifically subsidized by federal monies with the exception of federal finds authorized by federal lavy to be used to match other federal funds; 22) advertising 9costs with the exception of service-related recruitment needs, procurement of scarce items and disposal of scrap and surplus; 23) cost of insurance on the life of any officer or employee for which the facility is beneficiary; and 24) major tosses ‘incurred through the lack of available insurance coverage Compensation County agrees to pay Provider, and Provider agrees to accept, the Unit Rate set forth below as full payment for Provider's performance, completion and delivery of the Services for each Youth placed in the Facility. Unit Rate and Maximum Agreement Amount APR 18 2012 L Unit Rate for Year 1 of the Initial Ter be’ The Unit Rate, as defined in Exhibit B, shall be One Hundred Bighty-Seven Dollars and Ninety-Five Cents $187.95 per bed day by Provider for the First Year of the Initial Term of the Agreement. This Unit Rate does not include any profit. ‘The Court and Provider agree that the Court will pay for the first day a Youth is placed with the Provider, regardless of the time the Youth is placed with Provider for such day. The Court will not pay for the last day a Youth is in placement, regardless of the number of hours the Youth is placed with Provider for such day. The Court and the Provider agree that a Unit of Service shall be a bed day. 2. Unit Rate for Years 2, 3, 4 and 5 of the Initial Term ‘The Court and Provider acknowledge thet profit would be a separate element of price in accordance with the Request for Proposals (“Exhibit A"). ‘The Unit Rate, as set forth in Exhibit B, shall be One Hundred Bighty-Seven Dollars and Ninety-Five Cents $187.95 per bed day for the Initial Term for Years 2, 3, 4 and 5 of the Initial Term. Beginning in Year 2 of the Initial ‘Term, the Court will agree to pay profit equal to a two and one-half percent (2.5%) rate inorease to the Unit Rate for the bed days in excess of forty-eight (48). ‘The Unit Rete for bed days purchased per month in excess of forty- eight (48) for Year 2, Year 3, Year 4 and Year 5 of the Initial Term shall be $192.50 (Year 2); $197.31 (Year 3); $202.25 (Year 4); and $207.30 (Year 5), respectively. 0vou se APR 1.8 2012 mse GL Gy ‘The Court and Provider agree that the Court will pay for the first day a Youth is placed with the Provider, regardless of the time the Youth is placed with Provider for such day. The Court will not pay for the last day a Youth is in placement, regardless of the number of hours the Youth is placed with Provider for such day. The Court and the Provider agree that a Unit of Service shall be a bed day. 3. Maximum Agreement Amount ‘The Maximum Agreement Amount for Each Year of the Initial Term shal] be as follows: ‘Year 1 — Three Million Three Hundred Thousand Dollars ($3,300,000.00). ‘Year 2 - Four Million One Hundred Thousand Dollars ($4,100,000.00). ‘Year 3 ~ Four Million One Hundred Thousand Dollars ($4,100,000.00). Year 4 - Four Million One Hundred Thousand Dollars ($4,100,000.00). ‘Year 5 - Four Million One Hundred Thousand Dollars ($4, 100,000.00) ‘This Maximum Agreement Amount for each Year of the Initial Term does not guarantee the number of bed days the Court will purchase from Provider. Invoice and Payment Procedure Within thirty (30) days of the end of the service month, Provider shall send an invoice to the Court. Provider shall make all reasonable efforts to include all Service provided during the service month on the invoice. Separaie invoices must be provided for each service month. All. invoices must include the following information 1. Provider's name, address, telephone number, fax number, vendor mimber and Title 1V-£ Provider number; 2. The number of Units of Service supplied by Provider multiplied by the Unit Rate for such Service; 3. Billing date and service dates; 4, Youth’s name and any assigned ID; and "1E, 5. Entry date and discharge date, if applicable. ‘The Court will not pay for any Service if the invoice for such Service is submitted to Court more-than ninety (90) calendar days from the end of the service month in which the Service was performed or the invoice is incomplete or inaccurate and the Provider fails to correct or complete such invoice during the ninety (90) day petiod beginning at the end of the service month in which the Service was performed, Provider will not be granted an extension of time to correct timely, but incomplete ot inaccurate invoices ‘The Court will make every reasonable effort to pay timely and accurate invoices within thirty (30) calendar days of receipt for all invoices received in accordance with the terms of this Agreement. Miscellaneous Payment Provisions ‘The compensation paid pursuant to this Agreement shall be payment in full for any Service rendered pursuant to this Agreement, No fees or costs shall be charged without prior written approval of the Court. Provider warrants and represents claims made to the Court for payment for Services provided shall be for actual Services rendered to the Youth and do not duplicate claims made by Provider to other sources of public funds for the same service. Provider agrees to submit to the Court invoices and other documentation or reports, if reasonably requested by the Court, to substantiate Provider's Services, as a condition to the Court’s payment obligation. Bed Guarantee, ‘The Court will purchase @ minimum of 48 of the 154 residential treatment beds for ‘Year One of the five (5) year term. For all subsequent years (Years 2, 3, 4, 5 and the Optional Renewal Term, if exercised), the Court will notify the Provider by February 1 of the preceding year of the minimum number of residential treatment beds it will purchase for the next year of the Agreement. Provider will guarantee that such beds will be available to the Court for placement of Court Youth. By way of example only, if for year 2 of the Agreement, the Court notifies the Provider by February 1, 2013, that it will require 56 beds for its Youth, then the Provider will guarantee that 256 beds will be available to Court Youth during 2013-14 (the second year of the Agreement). G. Other Jurisdictions Except as provided in Paragraph F above, Provider shall have the right to place Youth from other appropriate placing agencies in any beds unused by the Court Compensation for Youth placed by such jurisdictions other than the Court will be governed by separate agreements with those jurisdictions. Provider shall not place ‘Youth from such other jurisdictions during the Interim Period of this Agreement, Vor 228 8. NO ASSURANCES APR 18 2012 ace GWG Other than as set forth in Section 7, Provider acknowledges that, by entering into The Agreement the Court is not making any guarantees or other assurances as to the extent, if any, that the Court will utilize Provides’s services or purchase its goods.. In this same regard, the Agreement in no way precludes, prevents, or restricts Provider from obtaining and working under additional contractual arrangement(s) with other parties, assuming the contractual work in no way impedes Provider's ability to perform the services required under the Agreement. Provider warrants that atthe time of entering into the Agreement, it has no interest in nor shall it acquire any interest, direct or indirect, in any contract that will impede its ability to provide the goods or perform the services under the Agreement. This is a non-exclusive Agreement, and the Court may purchase the same or similar item(s) from other providers at any time during the term of this Agreement. 10. AVAELABILITY OF FUNDS ‘This Agreement is conditioned upon the availability of federal, state, oF local funds appropriated or allocated for payment for services provided under the terms and conditions of this Agreement. By sole determination of the Court, if funds are not sufficiently allocated or available for the provision of the services performed by Provider hereunder, the Court reserves the right to reduce the utilization of the services provided under this Agreement, without change to the terms and conditions of the Agreement or terminate the services under this Agreement. The Court will notify Provider at the earliest possible time of such decision but in no event less than thirty (30) days. No penalty shall accrue to the Court in the event either of these provisions is exercised, ‘The Court shall Bnot be obligated or liable for any future payments due or for any damages as a result of termination under this section, 11. TERMINATION A. Termination for Convenience by the Hamilton County Juvenile Court This Agreement may be terminated by the Court upon notice, in writing, delivered upon Provider ninety (90) calendar days prior to the effective date of termination, ‘Termination for Convenience by Provider This Agreement may be terminated by Provider upon notice in writing, delivered upon the Court ninety (90) calendar days prior to the effective date of termination. ‘Termination for Cause by Hamilton Count If Provider fails to provide the Services for any reason other than Force Majeure, or if Provider otherwise materially breaches this Agreement, the Court may consider the Provider in default. The Court agrees to give Provider thirty (30) days written notice specifying the nature of the default and its intention to terminate. Provider shall have seven (7) calendar days from receipt of such notice to provide a written plan of action to the Court to cure such defiult. The Court will approve or disapprove such plan with five (5) calendar days of receipt. In the event Provider fails to submit such plan or the Court disapproves such plan, the Court has the option to immediately terminate this Agreement upon written notice to Provider. If Provider fails to cure the default in accordance with the approved plan, then the Court may terminate this Agreement at the end of the thirty (30) day notice period Any extension of the time periods set forth above shall not be construed as a waiver of any rights or remedies the Court may have under the Agreement. For purposes of this Agreement, material breach shall mean an act or omission that violates or contravenes an obligation required under the Agreement and which, by itself or together with one or more other breaches, has a negative effect on, or thwarts the purpose of the Agreement as stated herein, A material breach shall not include an act or omission, which has a trivial or negligible ‘effect on the quality, quantity, or delivery of the services and goods to be provided under the Agreement. Notwithstanding the above, in cases of substantiated allegations of: a) improper or inappropriate activities; b) loss of required licenses; ¢) actions, inaclions or behaviors that may result in harm, injury or neglect of a Youth; d) unethical business practices 4of procedures; ¢) any other event that the Court deems harmful to the well-being of @ Youth, the Court may immediately terminate the Agreement upon delj written notice of termination to Provider. ‘Termination for Cause by Provider If the Court fails to make any payment to Provider within thirty (30) Mt receipt of timely and accurate invoices and supporting documentation from Provider, Provider may consider the Court in default. Provider agrees to give the Court thirty (30) days written notice specifying the nature of the default and its intention to terminate. Court shall have seven (7) calendar days from receipt of such notice to make payment due to Provider, In the event Court fails to submit such payment during such seven (7) day period, Provider has the option to immediately terminate this Agreement upon written notice to Court, Any extension of the time periods set forth above shall not be construed as a waiver of any rights or remedies Provider may have under this Agreement. ‘Notwithstanding the above, the Court and Provider agree that the termination for cause provisions do not apply to the Court for services rendered in November due to the warrant procedures in place in Hamilton County during that time, Cross Termination Provider understands that a termination of the License Agreement that will be executed on even date herewith between Provider and the Board of County Commissioners, Hamilton County, Ohio, will cause a termination of this Agreement for residential treatment services. In this same regard a termination of this mn of such License Agreement, subject to the terms Agreement will cause a termin: and conditions set forth in such License Agreement, Effect of Termination Upon any termination of this Agreement, Provider shall be compensated for any invoices that have been issued in accordance with this Agreement which have been satisfactorily performed in accordance with the terms and conditions of this Agreement up to the date of termination: In addition, the Court shall receive credit for reimbursement made, as of the date of termination, when determining any amount owed to Provider. mination Provider, upon receipt of notice of termination, agrees to take all necessary ot appropriate steps to limit disbursements and minimize costs and furnish a report, as 1s12. REQUIRED PLANS A of the date of receipt of notice of termination, describing the status of alll work under this Agreement, including without limitation, results accomplished, conclusions resulting therefrom and any other matters as the Court may require, Provider shall not be relieved of liability to the Court for damages sustained by the Court by virtue of any breach of the Agreement by Provider. The Court will deposit into escrow any amounts claimed as due by Provider and withheld by Court for the purpose of off-set until such time as the amount of damages due the Court from Provider is agreed upon or judicially determined. APR 18 2012 Implementation Plan ot! Provider and the Court shall work cooperatively 10 develop an Implementation Plan that is consistent with the RFP and Provider's Response. The Provider will submit the final Implementation Plan (“Exhibit D”) to the Court for approval no later than forty-five calendar days (45) days after this Agreement is executed by the Court. Upon submission of the final Implementation Plan, the Court will review and approve or reject the plan within ten (10) calendar days. The Implementation Plan will include, at a minimum, the procedures for the following: 1. assumption of care and continuity of treatment, education and discharge planning for Youth currently in placement at the time of transition; 2. referral process for new placements; 3. transfer of data regarding Youth to Provider and procedures for sharing of data between Court and Provider 4, protocol for ongoing communication between Provider and Court regarding ‘Youth and progress in program ‘The approved final Implementation Plan will be attached to and become part of this Agreement, Failure of the Court and the Provider to agree upon an Implementation Plan will allow the Court to terminate this Agreement with no further liability.B. Transition Plan The Court and the Provider agree to work cooperatively to develop to be utilized in the event of termination or expiration of this Agreement. The goals of the Transition Plan are to: a) ensure continuity of care; b) not disrupt care unnecessarily; and c) ensure the safety of Youth, The final Transition Plan will be attached to and incorporated into this Agreement, as, Exhibit B, within thirty (30) days of the execution of this Agreement. The Court and Provider agree that each shall provide reasonable cooperation in the transitioning of responsibilities to any other person or entity selected by the Court to assume administration of such responsibilities. To ensure continuity of services to Youth, the Transition Plan will, at a minimum, include the following schedule: 1. Process for transfer of Youth treatment and education records from Provider to Court or other designated entity; 2. Content of Youth records to be transferred; 3. Process for sharing of data collected on Youth, both individual and aggregate; 4. Protocol for seamless transition of services that would create little to no disruption to Youth overall care ‘The Court reserves the right to waive any of the above Transition Plan requirements and dates in its sole discretion. 13. FORCE MAJEURE If by reason of force majeure, the parties are unable in whole or in part to act in accordance with this Agreement, the parties shall not be deemed in default during the continuance of such inability Provider shall only be entitled to the benefit of this paragraph for fourteen calendar (14) days if the event of force majeure does not affect the Court’s property or employees which are necessary to Provider's ability to perform.‘The term “Force Majeure” as used herein shall mean without limitation: acts of God; sttikes or lockout; acts of public enemies; insurrections; riots; epidemics; lightning; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of govemment and people; civil disturbances; and explosions. Provider shall, however, remedy with all reasonable dispatch any such cause to the extent within its reasonable control, which prevents Provider from catying out its obligations contained herein. 14. GOOD FAITH EFFORT In the event of termination of this Agreement, the Court and Provider agree to work cooperatively and use their best efforts to minimize any adverse affects of such termination on the You APR 18 2012 ase ‘A. Provider warrants and represents that it is Nevada corporation duly orgaiized registered to do business in Ohio, validity existing, and in good standing under the Jaws of the State of Nevada and Ohio and has all requisite power and authority to ‘own, and to carry on its business as now being conducted or as contemplated under this Agreement, and to perform its obligations hereunder. Provider shall provide current good standing certificates for Nevada and Obio prior to the time services are 15. | WARRANTIES AND REPRESENTATIONS commenced under this Agreement. B. Provider warrants and represents that this Agreement constitutes a valid and binding agreement of the Provider, enforceable in accordance with its terms; Provider has the right, power, and authority to enter into and perform its obligations under this Agreement; and the execution and delivery of this Agreement by the Provider and the consummation by the Provider of the transactions contemplated hereby have been duly authorized by all necessary corporate action. C. Provider warrants and represents that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof will: 1. Conflict with the articles of incorporation or bylaws of Provider; 2. Violate any applicable statute, law, rule or regulation ot any other vmrt, injunction or dectee of any court of governmental authority; 187m Vol 26 APR 1 6 202 3. Violate or conflict with or constitute a default un any right or termination, cancellation or acceleration under) the terms, conditions or provisions of any note, instrument, bond, lease, mortgage, obligation, agreement, understanding, arrangement or restriction of any Kind to which Provider is @ party or by which Provider or any of its respective assets or properties may be bound; or 4. Require the consent ot approval by or notice to any governmental authority beyond those already obtained or given, Provider warrants and represents that there are no material lawsuits, actions, arbitrations, legal or administrative proceedings pending or, threatened by or against Provider or Provider’s properties and there re no unsatisfied or outstanding judgments, orders, decrees or stipulations affecting Provider or its properties or businesses, Provider warrants and represents that Provider is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality, Provider warrants and represents that, at all times except during the Interim Period, Provider shall maintain a license or certification in good standing to provide the Services. Provider additionally shall immediately notify the Court of any action, modification or issue relating to said licensure or certification, Provider warrants and represents that its Services shall be performed in a professional and work like manner in accordance with applicable professional standards Provider warrants and represents that Provider end all subcontractors who provide direct or indirect services under this Agreement will comply with all requirements of federal, state and local laws and regulations, including but not limited to Office of Management and Budget, and the statutes and rules of Provider's home state in the conduct of work hereunder. 19VoL ae APR 16 2012 nace G79 | L Provider warrants and represents all other known sources of revenue have been actively pursued prior to billing the Court for the Services, including but not limited to, Medicaid, and any other source of local, state or federal revenue, J Provider warrants and represents that separate books and records, including, but not limited to the general ledger account journals and profit/ioss statements have been established and will be maintained for the revenue and expenses of this program. K. Provider warrants and represents that it will be responsible for the payment of any and all unemployment compensation premiums, income tax deductions, pension deductions, and any other taxes or payroll deductions required for the performance of the Services by Provider’s employees. 16, LICENSING REQUIREMENTS AND QUALITY REVIEW Other than during the Interim Period as it relates to the license as an Ohio Certified Residential Care Facility, Provider warrants and represents Provider is, and for the duration of the Contract shall remain, duly licensed in accordance with the laws of the state(s) in which the Provider practices. Provider agrces to notify the Court immediately if its license to practice is restricted, modified, suspended, revoked or terminated. Provider shall provide the Court with documentation relating to its license modification, such as but not limited to temporary licensure or corrective action plans, Provider further agrees to observe and comply with all protocols, policies, guidelines and programs established by the Court. 17. HEALTH INSURANCE PORTABILITY & ACCOUNTABILITY ACT (HIPAA). To the extent applicable, Provider agrees to comply with all Health Insurance Portability and Accessibility Act (“HIPAA”) requirements and meet all HIPAA compliance dates, 18. NON-DISCRIMINATION Provider certifies itis an equal opportunity employer and shall remain in compliance with state and federal civil rights and nondiscrimination laws and regulations including, but not limited to Title VI and Title VIL of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Age Discrimination Act of 1975, the Age Discrimination in Employment Act, as amended, and the Ohio Civil Rights Law. 20During the performance of the Agreement, Provider will not discriminate against any employee, contract worker, or applicant for employment because of race, color, religion, sex, national origin, ancestry, disability, Vietnam-era veteran status, age, political belief or place of birth. Provider will take affirmative action to ensure that during employment all employees are treated without regard to race, color, religion, sex, national origin, ancestry, disability, Vietnam-era veteran status, age, political belief or place of birth. These provisions apply also to contract workers, Such action shall include, but is not limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff, or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Provider agrees to post in conspicuous places, available to employees and applicants for employment, notices stating Provider complies with all applicable federal, state and local non-discrimination laws and regulations. Provider, or any person claiming through the Provider, agrees not to establish or knowingly permit any such practice or practices of discrimination or segregation in reference to anything relating to the Agreement, or in reference to any contractors or subcontractors of said Provider, 19. RELATIONSHIP ice (p(2e Nothing in this Agreement is intended to, or shall be deemed to constitute a parinership, association ‘or joint venture with Provider in the conduct of the provisions of this Agreement. Provider shall at all times have the status of an independent contractor without the right or authority to impose tor, contractual or any other liability on the Court or the Board. 20, CONFLICT OF INTEREST Provider agrees there is no financial interest involved on the part of any employee or officer of the Court or the Board involved in the development of the specifications or the negotiation of this Agreement. Provider has no knowledge of any situation that would be a conflict of interest. It is understood a conflict of interest occurs when a Court or Board employee will gain financially or receive personal favors as a result of the signing or implementation of this Agreement. Provider will report the discovery of any potential conflict of interest to the Court, If a conflict of interest is discovered during the term of this Agreement, The Court may exercise any right under the Agreement, including termination of the Agreement. a21. DISCLOSURE Provider hereby covenants it has disclosed any information that it possesses about any business relationship or financial interest said Provider has with a Court or Board employee, employee’s business, or any business relationship or financial interest a Court or Board employee has with Provider or in Provider's business. 22. CONFIDENTIALITY Provider agrees to comply with ali federal and state laws applicable to the Court and the confidentiality of the Youth, Provider understands access to the identities of any the Youth shall only be as necessary for the purpose of performing its responsibilities under this Agreement. Provider agrees that the use or disclosure of information concerning the Youth for any purpose not directly related to the administration of this Agreement is probibited. Provider will ensure that all documentation related to the Youth is protected and maintained in a secure and safe manner 23. PUBLIC RECORDS ‘This Agreement is a matter of public record under the Oio public records law, By entering into this Agreement, Provider acknowledges and understands that records maintained by Provider pursuant to this Agreement may also be deemed public reeords and subject to disclosure under Ohio law. Upon request made pursuant to Ohio law, the Court shall make available the Agreement and all public records generated as a result of this Agreement. 24. AVAILABILITY AND RETENTION OF RECORDS A. Provider agrees that all records, documents, writings or other information, including, but not limited to, financial records, census records, Youth records and documentation of legal compliance with Ohio Administrative Code rules, produced by Provider under the Agreement, and all records, documents, viritings or other information, including but not limited to financial, census and Youth records used by Provider in the performance of the Agreement are treated according to the following terms: 1, AIL records relating to costs, work performed and supporting documentation for invoices submitted to the Court by Provider along with copies of all deliverables submitted to the Court pursuant to the Agreement will be retained for a minimum of five a(5) years after reimbursement for services rendered under the Agreement. 2. If-an audit, litigation, or other action is initiated during the time period of the agreement, Provider shall ietain such records until the action is concluded end all issues resolved or the five (5) years have expired, whichever is later. Ee All records referred to above shall be available for inspection and audit by the Court or other relevant agents of the State of Ohio (including, but not limited to, the County Prosecutor, the Ohio Department of Job and Family Services (ODJFS), the Auditor of the State of Ohio, the Inspector General of Ohio, or any duly authorized law enforcement officials), and the United Stetes Department of Health and Human Services Provider agrees that it will not use any information, systems, or records made available to it for any purpose other than to fulfil! the contractual duties specified herein, without permission of the Court, Provider further agrees to mainiain the confidentiality of all Youth and families served. No identifying information on ‘Youth served will be released for research or other publication without the express written consent of the Juvenile Court Administrator. Provider agrees to keep all financial records in a manner consistent with generally accepted accounting principles. 28. REPORTS A Provider shall submit to the Court written progress reports on a monthly basis, as well as an aggregate annual report. In addition, the Court reserves the right to request additional reports at any time during the term of this Agreement. It is the responsibility of Provider to furnish the Court with such reports as requested. The Couxt may exercise this right without an amendment to this Agreement. Failure to provide required reports may result in suspension of future referrals until all reports are current and up-to-date, 2APR 18 2012 Monthly Reports sce OPT Provider shall submit to the Court with a written monthly report that includes @ ‘Summary Progress Report on each Youth in residence. Information required on the report shall include the following: 1, progress in treatment; 2. program status (level attainment, or increased privileges); 3. unusual behavior problems; 4. change in diagnosis; 5. change in medication; 6. visitation status & results of visitations; and 7. current plan for discharge. Provider shall also submit a monthly Census Report which will state the number of days each Youth is actually on-site and in residence, The Census Report should note home visitations, AWOL's, detention placements or medical leave/hospitalizations Monthly reports should be submitted by the 15th of each month. Failure to provide monthly reports may result in a delay of reimbursement by the Court for the next invoice submitted by Provider Discharge Reports Provider shall submit a Discharge Report which will include the status of discharge, summary of participation in the program and reentry/transition/aftercare plan due within ten (10) days of discharge Annual Report Provider shall submit an Annual Report thirty (30) days following the close of the contract year. Minimally required data: 241, Number of Youth served; APR. 1.8 2012 2, Demographics of Youth served; 3. Average number of days in residence per Youth, 4, Number of Youth who run away; 5. Number of Youth who successfully complete the program; and 6. Number of Youth who acquired additional charges while in residence, 26. PERSONNEL ‘The Provider shall insure that only adequately trained, appropriately credentialed, professional staff, scheduled in a manner consistent with accepted standards for providing 24 hour per day cate in a residential environment, and with sufficient diversity of disciplines to fulfill the services outlined in this Agreement are employed. Atno time may the staff to Youth ratio be less than 1 to 10. 27. COMPLIANCE Provider certifies that that it is and all if its subcontractors who provide direct or indirect services under this Agreement will comply with all requirements of federal laws and regulations, applicable Office of Management and Budget circulars, state statutes and the Ohio Administrative Code rules in the conduct of work hereunder. Provider accepts full responsibility for payment of any and all unemployment compensation premiums, all income tax deductions, pension deductions, and any and all other taxes or payroll deductions required for the performance of the work by Provider's employees. 28. AGREED UPON PROCEDURES AND AUDITS A. Agreed Upon Procedures Engagement Provider shall conduct or cause to be conducted an annual “Agreed Upon Procedures” engagement (the “engagement”) of its Title IV-E cost report (the “Cost Report”) in accordance with OAC $101:2-47-26.2. A copy of the engagement report 25shall be submitted to the Court within six (6) months after the end of Provider's fiscal year. CORRS APR 18 2012 nce 1S 1 Provider shall conduct or cause to be conducted an annual independent audit of its financial statements in accordance with the audit requirements of ORC Chapter 117. Audits will be conducted using a “sampling” method. Depending on the type of audit conducted, the areas to be reviewed using the sampling method may include but are not limited to months, expenses, total B. Audit Requirements units, and billable units. 2. Provider agrees to accept responsibility for receiving, replying to and complying with any audit exception or finding, related to the provision of Service under this Agreement. Provider agrees to repay the Court the full amount of payment received for duplicate billings, erroneous billings, or false or deceptive claims. 3. Provider agrees to give the Court a copy of Provider's most recent annual report and most recent annual independent audit within fifteen (15) days of receipt of such reports. 4. To the extent applicable, Provider will cause a single or program-specific audit to be conducted in accordance with OMB Circular A-133. Provider should submit a copy of the completed audit report to the Court within forty- five (45) days after receipt from the accounting firm performing such audit. 5. The. Court reserves the right to evaluate programs of Provider and its subcontractors. The evaluation may include, but is not limited to reviewing records, observing programs, and interviewing program employees. The Court shall not be responsible for costs incurred by Provider for these evaluations. 29. DEBARMENT AND SUSPENSION, Provider will, upon notification by any federal, state, or local government agency, immediately notify the Court of any debarment or suspension of Provider being imposed or contemplated by the 26federal, state ot local government agency. Provider will immediately notify the Court if it is currently under debarment or suspension by any federal, state, or Local government agency am Worse APR 18-2012 moe G(6O ‘The Debt Check Provision, ORC 9.24, prohibits public agencies from awarding a contract Tor ‘goods, services, or construction, paid for in whole or in part from state funds, to a person or entity against whom a finding for recovery has been issued by the Ohio Auditor of State ifthe finding for recovery is unresolved. By entering into this Agreement, Provider varrants and represents a finding for recovery has not been issued to the Ohio Auditor of State, Provider further warrants and represents Provider shall notify the Court within one (1) business day should a finding for recovery ‘occur during any term of the Agreement, 30. | DEBT CHECK PROVISION 31. PROPERTY OF HAMILTON COUNTY The deliverable(s) and any item(s) provided or produced pursuant to this Agreement (collectively “Deliverables”) shall be considered “works made for hire” within the meaning of copyright laws of the United States of America and the State of Ohio. The Court is and shall be deemed the sole author of the Deliverables and the sole owner of all rights therein. If any portion of the Deliverables are deemed not to be a “work made for hire,” or if there are any rights in the Deliverables not so conveyed to the Court, then Provider agrees to and by executing this Agreement hereby does assign to the Court all worldwide rights, title, and interest in and to the Deliverables. The Court acknowledges that its sole ownership of the Deliverables under this Agreement does not affect Provider's right to use general concepts, algorithms, programming techniques, methodologies, or technology that have been developed by Provider prior to or as a result ofthis Agreement or that are generally known and available. Any Deliverable provided or produced by Provider under this Agreement or with funds hereunder, including any documents, data, photographs and negatives, electronic reports/records, or other media, are the property of the Court, which has an unrestricted right to reproduce, distribute, modify, maintain, and use the Deliverables. Provider will not obtain copyright, patent, or other proprietary protection for the Deliverables. Provider will not include in any Deliverable any copyrighted matter, unless the’ copyright owner gives prior written approval for the Court and Provider to use such copyrighted matter in the manner provided herein, Provider agrees that all Deliverables will be made freely available to the general public unless the Court determines that, pursuant (0 state or federal law, such materials are confidential or otherwise exempt from disclosure. a1‘The Provider represents that it has previously developed and maintains as its proprietary information any current or future versions of the materials which are Provider's proprietary programs; such materials are set forth on Exhibit G - Provider's List of Proprietary Information. Notwithstanding the above, the Court and Provider agree that Provider does not claim that Deliverables specifically developed for use at Hillcrest or paid for with funds provided by the Court are proprietary and the protected property of Provider. APR 16 2012 32. INSURANCE nue (6 3 ‘The cost of all insurance shall be borne by Provider. Insurance shail be purchased from a company or companies licensed to provide insurance in Ohio, Insurance is to be placed with an insurer provided an A. M. Best rating of no less than A-:VII. Provider shall purchase the following coverage and provide at least the minimum limits: A. Commercial General Liability insurance policy with coverage contained in the most recent Insurance Services Office (ISO) Occurrence Form CG 00 01 or equivalent, Limits shall be at least $1,000,000 per occurrence and $2,000,000 in the aggregate for premise-operations, and products and completed operations. At least $300,000 coverage in legal liability fire damage shall be provided. Coverage will include: 1. Additional insured endorsements covering premise-operations, contractual liability and completed operations hazards. Endorsements shall list the Board of Commissioners of Hamilton County Ohio, and the Hamilton County Juvenile Court and their respective employees, officers, officials, and volunteers as additionel insureds 2. Product and completed operations coverage for two (2) years beyond the termination of this Agreement; 3. Specific waiver of subrogation ‘endorsement in favor of the Board of Commissioners of Hamilion County Ohio and the Hamilton County Juvenile Court; 4, Joint venture as named insured (if applicable), 5. Products and Completed Operations Redefined Endorsement, CG 24 07; 28APR 16 2012 6. Blanket contractual liability; mmce @ 164 7. Liability to sports participants participating in interschool and Intramural sports; 8, Mobile equipment assigned to, or used in performance of the work contemplated under the RFP and this Agreement, but not covered under the Business Auto Liability insurance; 9. Abuse and molestation liability; and 10. Electronic Data Liability Endorsement, CG 04 37 Business auto liability insurance on all owned, non-owned, leased and hired motor vehicles (automobiles, trucks, buses, trailers and mobile equipment required to meet the Financial Responsibility Law of the State of Ohio) assigned to, or used in performance of the work contemplated under the RFP and this Agreement, The policy shall be at least as broad as the current version of the ISO CA 00 01 form. Limits shall be at least: $1,000,000 combined single limit each accident for vehicles with occupancy 5 or less including operator; $5,000,000 combined singte limit each accident for vehicles with occupancy of 6 or more but less or equal to 14, including ‘operator, and; $10,000,000 combined single limit each accident for vehicles with occupancy of 15 or more, including operator, Coverage shall include endorsement CA 2048 “Designated Insured” providing the “Board of Commissioners of Hamilton County Ohio and the Hamilton County Juvenile Court and their employees, officers, officials, and volunteers” as designees under this endorsement. Workers’ Compensation insurance at the statutory limits required by Ohio Revised Code. Employer's Liability coverage of at least $1,000,000 bodily injury for each accident; $1,000,000 bodily injury by disease for each employee; and $1,000,000 bodily injury disease aggregate for individuals employed by the Provider. Umibrelia liability insurance policy with limits of at least $5,000,000 per occurrence and $5,000,000 in the aggregate, above the commercial general liability, employer's liability and business auto liability primary policies. Coverage shall be at least as 29broad as each and every area of the underlying policies, and containing the following conditions: L “Pay on behalf” of wordir nce ORS | 2. Concurrency of effective dates of Umbrella Policy with primaty poles; 3. “Drop down” feature; 4 —Panitive damages coverage (where not prohibited by taw);and 5. Aggregates: apply where applicable in primary Environmental liability insurance policy with limits of at least $2,000,000 per occurrence and $2,000,000 in the ageregate. Insurance shall cover claims resulting from the transport, storage, use or disposal of fuels, oil and lubricants; maintenance and cleaning chemicals, swimming pool “chemicals; herbicides, bactericides, insecticides, rodenticides and fungicides, or; any other hazardous chemical or material used in the operation of the Facility, Cyber liability insurance policy with limits of at least $1,000,000 per claim and $1,000,000 in the aggregate. Insurance shall cover claims results fiom identity theft, hacking, loss and compromise of resident’s personal electronic data and information. Property insurance to provide recovery to Provider for first party loss to Provider's personal property and any improvements and betterments installed at Hillerest complex. ‘Third party Crime insurance policy with blanket limits of $100,000 per claim on a discovery basis. Policy will include endorsement CR 04 01, “Client’s Property”. Professional liability (errors and omission) insurance of at least $2,000,000 per claim and $2,000,000 in the aggregate. Coverage shall include: 1. Insured’s interest in joint ventures, if applicable; 30Punitive damages coverages (winere not prohibited by lav); Coverage date prior to execution of license; and Extended reporting period of 24 months beyond the termination of the Agreement K. Professional liability insurance shall be provided for the following professionals: 1 8. Physicians; Allied Health Care Professionals; Dentists; Psychiatrists / Psychologists; Teachers; Edvoators; Schoo! Administrators, and Security Personnel If any of these professional services are subcontracted, the Provider shall require and ensure the subcontractor provides the aforementioned insurance, L. Additional Requirements Farther the Provider agrees with the following provisions, Provider shall declare any self-insured retention to Hamilton County pertaining to liability insurance. Provider shall provide a financial guarantee satisfactory to Hamilton County and Hamilton County Juvenile Court guaranteeing payment of losses and related investigations, claims administration and defense expenses for any self-insured retention. 31RST Vou 226, APR 18 2012 woe OL If the Provider provides insurance coverage under a “claims-made” basis, the Provider shall provide evidence of either of the following for each type of insurance which is provided on a claims-made basis: unlimited extended reporting period coverage which allows for an unlimited period of time to report claims from incidents that occurred after the policy's retrozetive date and before the end of the policy period (tail coverage), ox; continuous coverage from the original ‘retroactive date of coverage. The otiginal retroactive date of coverage means original effective date of the first claims-made policy issued for a similar coverage while Provider was under contract with the Board of Commissioners of Hamilton County, Ohio and Hamilton County Juvenile Court Provider and the Board of Commissioners of Hamilton County, Ohio and Hamilton County Juvenile Court agree to fully cooperate, participate, and comply with all reasonable requirements and recommendations of the insurers and insurance brokers issuing or arranging for issuance of the policies required here, in all areas of safety, insurance program administration, claim reporting and investigating, and audit procedures. Provider's insurance coverage shall be primary insurance with respect to Board of Commissioners of Hamilton County, Ohio and Hamitton County Juvenile Court, and their respective employees, officials, agents and volunteers. Any insurance maintained by Board of Commissioners of Hamilton County, Ohio or Juvenile Court shall be excess of Provider's insurance and shall not contribute to it. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or materially changed except after thirty (30) days" prior written notice given to: Risk Manager, Hamilton County, Room 707, 138 East Court Street, Cincinnati, OH 45202; and to Hamilton County Juvenile Court, 800 Broadway, Cincinnati, Ohio 45202 Provider shall furnish the Hamilton County Risk Manager and the Hamilton County Juvenile. Court with original certificates and amendatory endorsements effecting coverage required by this clause, All certificates 233, and endorsements are to be received by County before the Effective Date. County reserves the right at any time to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 7. Maintenance of the proper insurance for the duration of this Agreement is a material clement of this Agreement. Material changes in the required coverage or cancellation of the coverage may constitute a material breach of this Agreement. 8. If any or all of the work or services contemplated by this Agreement is sublet, the Provider will ensure the subcontractor(s) comply with all insurance requirements contained therein. ca ‘VOL 328 INDEMNIFICATION & HOLD HARMLESS: APR 18 2012 A. General To the fullest extent permitted by and in compliance with applicable law, Provider agrees to protect, defend, indemnify and hold hamless the Board of County Commissioners, Hamilton County, Ohio and the Hamilton County Juvenile Court and their respective individual members, officials, officers, employees, agents, and volunteers (the “Indemnified Parties”) from and against all damages, liability, Josses, claims, suits, actions, administrative proceedings, regulatory proceedings/hearings, judgments and expenses, subrogations (of any party involved in the subject of the residential treatment contract and license), attomey fees, court costs, defense costs or other injury or damage (collectively “Damages”, whether actual, alleged or threatened, resulting fiom injury or damages of any kind whatsoever to any business, entity or person (including death), or damage to property (including destruction, loss of, Joss of use of resulting without injury damage or destruction) of whatsoever nature, arising out of or incident to in any way, the performance of the terms of the residential treatment or license including, without limitation, by Provider, its subcontractor(s), Provider's or its subcontractor’ s(s’) employees, agents, assigns, volunteers and those designated by Provider to perform the work or services encompassed by the residential treatment services contract or license. Provider agrees to pay all damages, costs and expenses of the Indemnified Parties in defending any action arising out of the aforementioned acts or omissions. ‘The respective rights and obligations of the parties under this paragraph shall survive the expiration or termination this AgreementPatent and Copyright Provider shall assume the defense of, save and hold harmless, and indemnify the Board of County Commissioners and the Hamilton County Juvenile Court and their respective individual members officials, officers, employees, agents, and volunteers (the “Indemnified Parties”) from and against any and.all claims for compensation, suits, demands, actions, settlements, damages, judgments, expenses, legal expenses, court costs or other costs ‘whatsoever relating to Provider or Provider caused infringement of any copyright, invention, trade seeret, patent used or any other proprietary rights ofa third party pertaining thereto, ‘The Indemnified Parties shali provide Provider prompt written notice of any such claim, suit, demand, or action of which they become aware, and shall cooperate with Provider in the defense and settlement thereof. Provider shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. In the event Provider fails to defend the Indemnified Parties as set forth in this paragraph, such patties may defend themselves and Provider shall pay all actual costs and expenses for such defense including, but not limited to, judgments, awards, amounts paid in settlement, applicable court costs, witness fees and attomeys’ fees. The respective rights and obligations of the parties under this paragraph shall survive the expiration or termination of this Agreement. If, during the course of any litigation or threatened litigation concerning such allegations of patent or copyright infringement, a temporary or a final injunction is obtained against the Indemnified Parties’ use of Provider’s deliverables or portions thereof which allegedly caused infringement of any copyright, invention, trade secret, patent used, or any other proprietary rights, orif in Provider’s opinion, a deliverable is likely to be declaved inftinging of a patent or copyright, Provider will, at its option and expense, either 1. Procure for the Indemnified Parties the right to continue using the deliverable(s); or 2. Replace or modify the deliverable(s) for the Indemnified Parties or such inftinging portion thereof so that it no longer infiinges such copyright, trade secret, or other proprietary right, so long as the utility or performance of the deliverable(s) is not adversely affected by such replacement or modification of the deliverable(s).. 3434. EMPLOYEES Provider agrees that if Provider hires employees who have been employed by the Court or the County, to the extent applicable, it will pay any required employers’ OPERS contributions for any such employees that choose to remain in the OPERS system. SCREENING AND SELECTION A Criminal Record Check Provider warrants and represents it will comply with ORC 2151.86 and specifically OAC 5101:2-5-09 (Personnel and Prohibited Convictions for Employment), will complete criminal record checks on all individuals assigned to work with, volunteer with or transport Youth. Provider will obtain a statewide and FBI reords check through the Bureau of Criminal Identification and Investigation (BCID). Individual's record checks must be monitored annually thereafter. Annual checks may be completed via a Court approved record search company or directly with appropriate local Police and Sheriff's Offices, Provider shall allow inspection and audit of the above criminal records transcripts or reports by a Court of a private vendor hired by the Court to conduct compliance reviews on their behalf. Provider shall be allowed to conditionally hire a prospective employee only if the criminal background check has been conducted in accordance with OAC 5101:2-5- 09, Provider shall not utilize any individual who has been convicted or plead guilty to any violations contained in OAC 5101:2-5-09 (1, Burean of Motor Vehicle Transcript Any individual transporting @ Youth shall possess the following qualifications prior to the time and during the time such an individual is permitted to transport such Youth: 1. an initial satisfactory Bureau of Motor Vehicle (“BMV") transeript from the State of Ohio (or the state the provider conducts it business) and, if applicable, from the individual’s state of residence must be obtained; 3536. 2, thereafter, an annual satisfactory BMV abstract report must be obtained from the State of Ohio (or the state the provider conducts it business) and, if applicable, from the individual’s state of residence; and a current and valid driver’s license. On-Going Requirements Jn addition to the requirements set forth above, Provider will not permit any individual to transport a Youth if 1. the individual has a condition which would affect safe operation of a motor vehicle; 2, the individual has six (6) or more points on his/her driver’s license; or 3. the individual has been convicted of driving while under the influence of alcohol or drugs. Verification of Job or Volunteer Application Provider will check and document each applicant's personal and employment references, general work history, relevant experience, and training information. Provider further agrees it will not employ an individual to provide Services in relation to this Agreement unless it has received satisfactory employment references, work history, relevant experience, and training information. Provider agrees to secure all necessary consents for individuals assigned to work with, volunteer with or transport Youth to enable the Court or its agents to ascertain whether all necessary criminal record checks have been properly obtained by Provider LOBBYING During the life of this Agreement, Provider warrants and represents that Provider has not and will not use Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, office or 36 APR 1.8 201 usce (01% 2employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 ULS.C. § 1352. Provider further warrants and represents that Provider shall disclose any lobbying with any non-Federal funds that takes place in connection with obtaining any Federal award, Upon receipt of notice, the Court will issue a termination notice in accordance with the terms of this Agreement, If Provider fails to notify the Court, the Court reserves the right fo immediately suspend payment and ter VoL. 326 37. DRUG-FREE WORKPLACE, APR 18 2012 Provider certifies and affirms Provider will comply with all applicable state and regarding a drug-free workplace as outlined in 45 CFR Part 76, Subpart F. Provider will make a good faith effort to ensure all employees performing duties or responsibilities under this Agreement, while working on state, county or private property, will not purchase, transfer, use or possess illegal drugs or alcohol, or abuse prescription drugs in any way 38. | CONSUMER EDUCATION & HEALTH INFORMATION DOCUMENTATION Provider agrees to comply with the provisions of the OAC related to the provision and documentation of comprehensive health care for children in placement, Such provisions include but are not limited to OAC 5101:2-42-66,1 and $101:2-42-662. A copy of all health care documentation shall be maintained in the Youth’s case file and supplied to the Court upon request by the Provider. 39, CLEAN AIR AND FEDERAL WATER POLLUTION CONTROL ACT Provider agrees to comply with all applicable standards, orders or regulations issued pursuant to section 306 of the Clean Air Act (42 U.S.C. 7401), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and any applicable environmental protection agency regulation, Provider understands that violations of all applicable standards, orders or regulations issued pursuant to seetion 306 of the Clean Air Act (42 U.S.C.7401), section 508 of the Clean Water Act (3 U.S.C. 1368), Executive Order 11738, and any applicable environmental protection agency regulation must be reported to the Federal awarding agency and the Regional Office of Environmental Protection Agency (EPA). 3740. ENERGY POLICY AND CONSERVATION ACT Provider agrees to comply with all applicable standards, orders or regulations issued relating to nergy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 41. MISCELLANEOUS PROVISIONS A. applicable, Provider agrees to comply with the provisions of the Davis-Bacon Act (40 U.S.C. 276a to 276a 7), the Copeland Act (40 U.S.C, 276c and 18 U.S.C. 874, and the Contract Work Hours and Safety Standards Act (40.327-333), regarding labor standards for federally assisted construction sub-agreements B. If applicable, Provider agrees to comply with the provisions of the Hatch Act (U.S.C. 15011508 and 7324-7328), which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds, Cc. If any of the Services call for services to minors, Provider agrees to comply with the Pro-Children Act of 1994; Public Law 103-227 that requires smoking to be banned in any portion of any indoor facility owned, leased, or contracted by an entity that ‘will routinely or regularly use the facility for the provision of health care services, day care, library services, or education to children under the age of eighteen (18). 42. | MATERIAL ASSISTANCE/NONASSISTANCE TO A TERRORIST. ORGANIZATION ‘Ae part of its submitted Proposal and in accordance with ORC 2909.32(A)(2)(b), ‘Provider completed the Declaration Regarding Material Assistance/Non-Assistance to a Terrorist Organization. Any material assistance to @ temorist organization or organization that supports terrorism as identified by the US. Department of State Terrorist Exclusion List is considered a Material Breach of this Agreement and a felony of the fifth degree. Provider further agrees it will complete a Declaration Regarding Material Assistance/Non- Assistance to a Terrorist Organization prior to the commencement of any Renewal Term. Provider understands and agrees that payment will be withheld for any Services rendered during such renewal term until this requirement has been met. 38APR 18 2012 oe (4 As part of its submitted proposal, Provider completed a notarized Declaration of Property Tax 43. DECLARATION OF PROPERTY TAX DELINQUENCY Delinquency form, which states the Provider was not charged with any delinquent personal property taxes on the general tax list of personal property for Hamilton County, Ohio or that the Provider was charged with delinquent personal property taxes on said list, in which case the statement shall set forth the amount of such due and unpaid delinquent taxes as well as any due and unpaid penalties and interest thereon, If the form indicated any delinquent taxes, a copy of the notarized form has been transmitted to the county treasurer within thirty (30) days of the date it was submitted. Provider further agrees it will complete a notarized Declaration of Property Tax Delinquency form prior to the commencement of any Renewal Term. Provider understands and agrees that payment will be withheld for any Services rendered during such renewal term until this requirement has been met, 44. ASSIGNMENT AND SUBCONTRACTING The parties expressly agree this Agreement shall not be assigned by Provider without the prior written approval of the Court, Except as necessary due to exigent circumstances, Provider may not subcontract any of the Services, agreed to in this Agreement without the express written consent of the Court. If any of the Services are subcontracted due to exigent circumstances, Provider must immediately notify the Court Administrator with the name of the subcontractor, the Services to be provided and the reason for the exigent circumstances. ‘Notwithstanding any other provisions of this Agreement affording Provider an opportunity to cure @ breach (except in the case of exigent circumstances as described above), Provider agrees the assignment of any portion of this Agreement or use of any subcontractor, without the Coutts prior written consent, is grounds for the Court.to terminate this Agreement with one (1) day prior written notice. The Court agrees that SAFY and the service contracts set forth on Exhibit F are approved subcontractors under this Agreement. All subcontracts are subject to the same terms, conditions, and covenants contained within this Agreement. Provider agrees it will remain primarily liable for the provision of all Services under this Agreement and it will monitor any approved subcontractors to assure all requirements under this Agreement, including, but not limited to reporting requirements, are being met. Provider must notify the Court within fen (10) business days when Provider knows or should bave known the subcontractor is out of compliance or unable to mest the requirements of this Agreement. Should 39this oceur, Provider will immediately implement a process whereby subcontractor is immediately brought into compliance or the subcontractor’s contract with Provider is terminated. Provider shall provide the Court with written documentation regarding how compliance will be achieved, Under such circumstances, Provider shall notify the Court of subcontractor’s termination and shall make recommendations to the Court of a replacement subcontractor. All replacement subcontractors are subject to the prior written consent of the Court, Provider is responsible for making direct payment to all subcontractors for any and all services provided by such contractor. COTE ‘ou 8 45, GOVERNING LAW APR 18 £012 aoe (0(P This Agreement and any modifications, amendments, or alterations, shall be governed, construc, and enforced under the laws of Ohio. 46. LEGAL ACTION Any legal action brought pursuant to the Agreement will be filed in Hamilton County, Ohio cousts under Ohio law. 47. INTEGRATION AND MODIFICATION ‘This instrument embodies the entire agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein; and this Agreement shall supersede all previous coramunications, representations or contracts, either written or oral, between the parties to this Agreement. This Agreement shall not be modified in any manner except by an instrument, in writing, executed by the parties to this Agreement. Provider acknowledges and agrees that only staff from the Court Administrator’s office may implement written changes to the Agreement. In no event will an oral agreement with the Court be recognized as a legal and binding change to the Agreement, SEVERABILITY If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of this ‘Agreement shall be valid and enforced to the fullest extent permitted by law. 4049, AMENDMENT This writing constitutes the entire agreement between the parties with respect to the Services. This Agreement may only be amended in writing by the parties. Notwithstanding the above, the parties agree that this Agreement may be amended by the Court and Provider for matters related to the treatment services being provided to the Youth, the Maximum Agreement Amount for the Initial ‘Term and the Bed Guarantee. 50. WAIVER Any waiver by either the Court or the Provider of any provision or condition of this Agreement shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, 51. NO ADDITIONAL WAIVER IMPLIED If the Court or Provider fails to perform any obligations under this Agreement and thereafter such failure is waived by the other party, such waiver shall be limited to the particular matter waived and shall not be deemed to waive any other failure hereunder. Waivers shall not be effective unless in waiting 52, RESIDENTIAL FACILITY OPERATION AND SAFETY Provider agrees to comply with the provisions of AC 5101:2-9, et seq. that relates to the operation safety ond maintenance of residential facilities. Specifically, Provider agrees that no firearm or other projectile weapon and no ammunition for such weapons will be kept on the premises. 53, AGREEMENT CLOSEOUT At the discretion of the Court, an Agreement Closeout may occur within ninety (90) days after the completion of all contractual terms and conditions, The purpose of the Contract Closeout is to verify that there are no outstanding claims or disputes and to ensure all required forms, reports and deliverables were submitted to and accepted by the Court in accordance with the requirements of the Agreement. 4lAPR 18 2012 54, FURTHER ASSURANCES G (9 ‘The parties hereto covenant that they will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such agreeinents, supplemental hereto, and such further acts, instruments and documents as parties hereto may reasonably require in order to more fully or better effectuate the terms of this Agreement. SIGNATURES In witness whereof, the parties have hereunto set their hands on this \Bjin day of fen |, 2012 HAMILTON COUNTY JUVENILE COURT THE BOARD OF COUNTY COMMISSIONERS, HAMILTON COUNTY, OFTO Title _Chtetas) Sb, Cay Pm 4/e les iL Al RITE OF PASSAGE, INC.Image Numbers 6198 thru 7522 are the exhibits to this agreement. | Exhibits are on file in the Clerk’s Office. | |Attachments/Exhibits on file in Clerk’s Office.