Contract by and Between

CONTRACT BY AND BETWEEN

OTTAWA COUNTY BOARD

OF

DEVELOPMENTAL DISABILITIES

And

OTTAWA RESIDENTIAL SERVICES, Inc.

Effective January 1, 2012

This agreement, entered into by and between The Ottawa County Board of DD created and appointed under the provisions of Chapter 5126 of the Ohio Revised Code with its principal office at 235 N. Toussaint South Rd., Oak Harbor, Ohio 43449, hereinafter referred to as “The Board” and Ottawa Residential Services, Inc., an Ohio Non-Profit Corporation with its principal office at 400 West Third Street, Port Clinton, Ohio 43452, hereinafter referred to as “Corporation”, recites that:

WHEREAS, the Corporation which has, among its purposes, to provide affordable housing to individual citizens with developmental disabilities; and

WHEREAS, the Board and the Corporation desire to enter into a contract in accordance with the terms and conditions contained herein; and

WHEREAS, the Board seeks to promote the acquisition, development, and ongoing management of appropriate housing for persons with developmental disabilities who live in Ottawa County; and

WHEREAS, the Board and the Corporation agree that it is in their mutual interest for Corporation to continue to be independent and a diversified non-profit corporation; and

WHEREAS, the Board and the Corporation seek to perpetuate the uniquely productive relationship that has historically maintained by the parties to benefit the people of Ottawa County; and

WHEREAS, the parties seek to facilitate individual choices of persons with disabilities in the selection of their own housing to maximize the stability and longevity of these choices, to assist these persons to be integrated in the community with persons who do not have disabilities, and to allow these persons to live in housing at affordable rent;

WHEREAS, through state Community Capital Assistance funds and other available revenues as determined by the Board, and in compliance with the supported living sections as contained in 5126 of the Ohio Revised Code as well as other applicable laws and regulations of the State of Ohio and the United States Government, the Board has means to provide support for this endeavor.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:

ARTICLE I: CONTRACT TERM

The provisions of this contract shall become effective on January 1, 2012 and shall remain in force and effect up to and including December 31, 2012.

ARTICLE II: COMPLIANCE WITH LAWS AND REGULATIONS

In providing all services pursuant to this contract, the parties shall abide by all statutes, ordinances, rules and regulations, pertaining to or regulating the provisions of providing housing services to developmentally disabled individuals.

ARTICLE III: CORPORATION OBLIGATIONS

A. Exclusive Right to Manage

1. The Corporation shall have the exclusive right to manage Ottawa Residential Services, Inc., for the purposes of providing the services described in this contract, subject only to the Board’s rights as defined in the contract.

1. The Corporation shall accept referrals from the Board of persons wishing to have the Board and Corporation acquire residences on their behalf. The Corporation shall have the exclusive right to terminate a lease agreement and/or evict any resident referred by the Board according to Corporation’s own lease agreement and eviction policy, and in compliance with Ohio Law and relevant DODD regulations.

1. The Corporation’s right to manage applies exclusively to all performance of the services covered by this contract and does not authorize Corporation to perform administrative activities, service coordination, or oversight functions of the Board.

1. Services to be provided:

1. The Corporation will acquire residential property with funds provided by the Board including Community Capital Assistance Housing Program funds provided by the Board, for the purpose of providing housing at affordable rents on behalf of individuals referred by the Board. Property acquisition with such funds will be done with the active participation of individuals using or contemplating residential services, or their representatives, in the selection of the property. Individuals will be given residential options to choose from, allowing individuals to make reasonable and responsible choices from those options. The Board and or its employees will take into consideration the following factors: monthly rent, related expenses, neighborhood, availability of transportation, accessibility, health and safety, physical layout of the residence, roommates, or other relevant factors when assisting individuals with their choice of residence. Should the parties disagree regarding tenant selection, the parties agree to immediately institute the Dispute Resolution Process which has been agreed to by the parties and which is incorporated into, and which is attached as Attachment A.

1. Corporation will submit to the Board upon reasonable request, all information concerning the housing of an individual referred by the Board, including but not limited to, the purchase and sales agreement, inspection reports, appraisals, and/or financing. This information may be used for funding applications and other related activities.

1. The Corporation shall acquire and manage properties obtained pursuant to this contract and any related supplemental contracts in an appropriate manner so as to protect the Board’s security in such property.

1. The Corporation agrees to grant the board a security interest in any property it purchases through public funds as is required by relevant state law and/or regulations. The Corporation agrees to ensure all properties purchased prior to this contract period through public funds retain on the board’s behalf a security interest as is required by relevant state law and/or regulations.

1. Thirty days after the closing on any property acquired by the Corporation utilizing DD funds, it shall supply the Board with a copy of the final closing statement, insurance policies, the deed, and any notes, mortgages concerning property acquired.

1. Unless otherwise authorized or approved by Board, funds provided to Corporation by Board shall be used exclusively for the acquisition of properties as set forth in this contract and for administration, maintenance and related expenses for such properties for the Board clients and others with disabilities.

1. The Corporation shall meet Revised Code requirements for non-profit corporations.

1. The corporation shall annually submit to the Board housing inventory, proof of insurance, and projected financial position.

1. The Corporation shall submit to the Board minutes of all regularly scheduled Board meetings and updated operating policies and procedures.

1. The Corporation will provide following services for the Quality Assurance Team.

a. Develop and administer rent subsidies to applicable individuals from all available sources.

b. The development and implementation of a reporting process whereby the Corporation notifies appropriate Teams of findings relative to safety and health issues on an on-going basis.

1. The Corporation will pursue the establishment of a housing authority for

Ottawa County.

1. Corporation Assurances:

No member of the Corporation’s Board shall participate in the deliberation or voting regarding any contract entered into by the Corporation, in which the Board Member, or any Member if the Board Member’s family, has any direct or indirect interest. Further, no member of the Corporation’s board shall be an owner regarding any property purchased by the Corporation.

D.Certification:

The Corporation shall be certified as may be required to provide housing to individuals with developmental disabilities in accordance with all applicable rules and laws established by local, state, federal regulatory agencies.

E. Information and Evaluation:

1. Corporation shall submit upon reasonable written request by the Board, any information, data, reports, or other documentation deemed to be pertinent to the contracted services. In making such request, the Board shall indicate the date by which the requested information is to be provided and such date shall allow the Corporation reasonable time to comply.

1. Corporation shall submit reports to the Board and to such other persons and/or agencies in a manner as may be required by applicable federal and state law.

1. When requested by the Board, the Corporation shall participate in the Dispute Resolution Process to address any deficiencies related to services as identified through Quality Assurance Team or Service and Support and Service Administration review. As part of this process, the parties may agree to enter into a written plan to address any such deficiencies.

1. Corporation shall submit to the Board an annual audit conducted by a Certified Public Accountant within 10 days of the completion of such audit. All necessary materials for such audit shall be submitted by the Corporation to the accountant by January 31st of each year with recommended date of completion May 1st.

ARTICLE IV: BOARD OBLIGATIONS

A.Regarding all real property acquired by the Board and the Corporation with Community Capital Assistance Funds.

1.The Board shall cancel and release any and all security interests, ownership, encumbrances or other interests that the Board has regarding any such property, and convey to the Corporation any such interests, which are in any way transferable under either of the following conditions:

1. At the time that the rights of the Ohio Public Facilities Commission expire regarding any such property as required by section 2, Paragraph (n)(ii)(2) of the Project Agreement, Community Capital Assistance Housing Program, or any successor agreements to this Project Agreement or

1. Upon any legislative or regulatory action as a result of which the Board is required to relinquish responsibility for providing services to persons with developmental disabilities.

1. At the time that the Board conveys such rights pursuant to this clause, the Corporation shall have all rights with respect to such property in accordance with applicable law.

3.In the event that the Board conveys rights pursuant to this clause, and subsequent to such conveyance should the Corporation dissolve, then the Corporation shall transfer all interests that the Corporation has acquired pursuant to this clause back to the Board.

4.Regarding any property which the Board convey rights or interests pursuant to this clause, the Corporation agrees to use such property, and any proceeds of the sale of any such property, for the sole purpose of providing housing for people with developmental disabilities.

B.For the entire term of this contract and any succeeding renewed terms, if any property or proportionate share (approximately equal to the Board’s financial contribution) of any property, which the Corporation has acquired through Community Capital Assistance Funds or other funds provided by the Board for the housing of persons with disabilities is vacant for at least a one month period, then the Board shall reimburse Corporation for the unpaid rent thereafter. In order to assist the Board in minimizing vacancies, the Corporation agrees to amend its lease with Board clients, to allow for joint and several rent when multiple clients are occupying one property. The Board may also give notice to the Corporation consistent with a mutually developed housing plan, that any such vacant property should be sold and the proceeds reinvested to accommodate tenant needs as projected by the Board instead of paying rent on referred to vacant property. Upon such sale, if the corporation sustains losses, minus any unrestricted public funds, defined as the Corporation’s purchase price of the property, minus the sum of the sale price and any amounts expended by the Corporation for structural improvements or remodeling, then the Board agrees to compensate Corporation for such losses invested in the property.

C.The Board shall abide by all applicable statutes, rules, regulations of the Department of DD.

1. The Board may review and evaluate the services delivered by Corporation on a continuing basis to ensure that such services are delivered in accordance with this contract and with applicable state and federal laws and regulations. The Superintendent of the Board and the Executive Director of the Corporation or their appointed designee shall meet no less than annually to discuss the Corporation’s efforts pursuant to this contract, to discuss grant allocations, and to permit the Board the opportunity to ascertain whether the Corporation is complying with the terms and conditions in this contract.

ARTICLE V: FINANCIAL PROVISIONS

A. Transfer of State Community Capital Assistance Funds:

The Board shall commit, for the entire term of this contract unless this contract is terminated pursuant to its terms, to exclusively transmit to Corporation all Community Capital Assistance funds that the Board shall receive from the State of Ohio. It is the intent of the Board to perpetuate the exclusive funding relationship established by this clause beyond the initial term of this contract and well into the future, assuming that the Corporation shall continue to comply with the terms of this contract and any succeeding contracts.

B.Payment by Board of Corporation’s Administrative Expenses:

Upon execution of this contract, the Board agrees to provide the Corporation with a grant of funds in the amount of $______annually for the term of the contract. This amount shall be paid in quarterly installments of $______each. Such installments shall be billed no later than the 15th of the month prior to the fourth, seventh, and tenth months of this contract for a total of (1) one year.

ARTICLE VI: INSURANCE AND INDEMNITY

A.The Board will not carry professional liability insurance, worker’s compensation insurance, or employers’ liability insurance for Corporation. Corporation must carry above as required by applicable law.

B.In addition to the insurance coverage required above, Corporation hereby agrees to indemnify and hold harmless the Board for any and all costs and expenses associated with carrying out Corporation’s duties under this contract, unless otherwise provided herein, including, but not limited to all deductibles on all insurance policies, and all losses occasioned by Corporation’s failure to acquire insurance coverage as required.

C. Corporation shall indemnify and hold the Board Harmless against any and all third-party claims, suits, damages, or liability arising out of services provided pursuant to this contract, and against any final orders or decrees or judgments which may be entered therein, for damages.

ARTICLE VII: TERMINATION, MODIFICATION, AND NOTICE OF INTENT TO RENEW

1. No termination clause specified herein may be used by any party unless such party has first utilized the Dispute Resolution Process set out in Article VIII of this contract. No termination clause specified herein may be used by any party unless such party has provided 90 days prior written notice to the other party. If termination is invoked because of breach of this contract, during the 90 day prior notice period, the party in potential breach shall have the opportunity to cure the alleged breach. This contract may be terminated and the obligations of all parties shall cease if any of the following conditions occur:

1. Either party may terminate upon material breach of a substantial term or terms of this contract.

1. The Board may terminate this contract upon the issuance by any government agency of a notice of violation of a statute, code, or regulation regarding a risk to health, safety, or welfare to a resident of a property operated by the Corporation. However, before the Board can terminate the contract pursuant to this clause, the Board must first allow the Corporation 90 days to remedy any such problem.

1. The Board may terminate this contract if Corporation defaults on any mortgage obligation regarding property acquired pursuant to this contract, or if the Corporation is in violation of the terms and conditions of any contracts governing the acquisition of properties by the Corporation.

1. This contract shall be terminable by the Board in its sole discretion upon the Corporation filing for bankruptcy, a foreclosure against any property of the Corporation, finding of insolvency, appointment of receiver, assignment for benefit of a creditor, and other insolvency situation rendering ORSI incapable of fulfilling their mission.

B.In the event that the Board loses funding from a primary funding source and/or fails to secure additional revenue to meet budgetary needs, this contract may be reopened for negotiation, to take into consideration the loss of such Board funding.

C.This contract may be amended or modified only by written agreement of the parties.

D.In the event this contract is terminated or not renewed according to the terms specified herein, the Board may require the Corporation to repay the value at the time of the termination or non-renewal of the Board’s legal interest in property. The Corporation shall transfer the title of property acquired pursuant to this agreement to the Board to the extent that such transfer of title is necessary to repay the Board for its legal interest in such property pursuant to this clause.

ARTICLE VIII: DISPUTE RESOLUTION

In the event that a dispute arises under the provisions of this contract, the parties shall follow the procedures set forth in the attachment entitled “Dispute Resolution” which is incorporated as part of this contract. The time requirements may be changed by consent of all parties in writing.

ARTICLE IX: MISCELLANEOUS PROVISIONS

1. The parties agree that the rights, duties, and responsibilities set forth herein shall not be assigned without the prior written consent of the other. The parties agree that this contract is fully enforceable and binding in its entirety upon all entities which may acquire or be a successor in any way to either party.

1. All notices required to be given herein shall be in writing and shall be sent to the following respective addresses:

TO:Board Representative – Superintendent

OCBDD

235 N. Toussaint South Rd.

Oak Harbor, OH 43449

TO:Corporation – Executive Director

ORSI

400 W. Third St.

Port Clinton, OH 43452

1. This document and the attachments hereto set forth the full agreement between the parties and supersede all prior agreements or contracts between the parties.

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

1. At all times during the duration of this contract, the Board and Corporation shall act as independent contractors in connection with the performance of their respective obligations under this contract.

SIGNATURE PAGE