Memo

To:

Commissioner Charles Furmon

From:

Gary Sheets, Board Counsel

Subject:

Award of 2009 Third Party Administrator Contract for Butler County Employees

Date:

January 4,2010

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Information About Providers and Parties Involved

Securing Third Party Administrator for Butler County Employees' Flexible Spending Accounts for 2009

Horan Associates, Inc.

Selected to act as a consultant to assist Butler County employee Health Insurance Advisory Committee ("HIAC") in reviewing Third party Administrator proposals through Marcia Ryan.

Received Ohio Department of Insurance perpetually-valid Resident Agency License No. 10782 on May 12, 1981. No Third Party Administrator Line of Authority information set forth on Ohio Department of Insurance website. Marcia Ryan of Horan acted as a consultant to the County in selecting a Third Party Administrator for employee Flexible Spending Accts ("FSA") health insurance procurement.

Chard Snyder & Associates Inc.

Selected by County Commissioners in Resolution 2008-11-2037 as a Third Party Administrator for flexible spending accounts for 2009.

Received Ohio Department of Insurance License No. 97 as Third Party Administrator effective on July 1, 2003 with expiration date of June 30, 2010. Also, received Ohio

Department of Insurance perpetually-valid License No. 6998 as Resident Agency effective on September 16, 2006.

Hauser Corporate Solutions LLC (RCS)

Disclosed on October 3, 2008 as the true Third Party Administrator for Butler County Employees who thought they were being provided such service by Performance Benefits ----Solutions.

-------Re'C~eivetl-OlfioDepanment of Insurance License No. 35124 as Third Party Administrator

effective on September 16,2006 with expiration date of June 30, 2010.

Debra S. Lang

_ _l

Representative of Perforinance Benefits Solutions and Performance Benefits Solutions Midwest to Butler County employees in connection with flexible spending accounts and employee insurance.

Received Ohio Department ofInsurance perpetually-valid Resident Agent License No. 24726 on February 25, 1997. No Third Party Administrator line of authority indicated on Ohio Department of Insurance website. Website indicates an association with Lang Agency, Inc. and

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Performance Benefits Solutions Midwest Inc. with both beginning July 13,2006. Wesbite indicates an association with Lang Radford Agency, Inc. beginning April 4, 1998.

Performance Benefits Solutions Midwest Inc.

Selected by County Commissioners in Resolution 2008-11-2037 as a Third Party Administrator for flexible spending accounts for 2009.

Became an Ohio Corporation on October 26,2005 when issued Corporate Charter No. 1578338 by Ohio Secretary of State Ken Blackwell. Initial Directors were Debra Lang, Sue Swank, and Emric McCleary. Received Ohio Department of Insurance perpetually-valid Resident Agency License No. 34698 effective on July 13, 2006. No line of authority indicated for Third Party Beneficiary. Lines of authority indicated for Accident & Health, Variable Annuities, and Life Insurance all originally issuing and beginning on July 13, 2006. No Active Appointment information for Hauser Corporate Solutions. Secretary of State's website does not list any former corporate names for this company. Principal place of business identified in filed documents as West Chester, Butler County, Ohio.

Performance Benefits Solutions, Inc.

Became an Ohio Corporation on July 7, 2003 when granted Corporate Charter No. 1398209 by Ohio Secretary of State Ken Blackwell. Initial Directors were George Lang, Debra Lang, James Smith, and Sue Swank. This corporation was dissolved by its Shareholders, Directors, or Incorporators on or about August 26, 2005 according to Secretary of State website documents. Principal place of business identified in filed Secretary of State documents as West Chester, Butler County, Ohio. This corporate name does not appear on the Ohio Department of Insurance website as an authorized insurance agency of any type either at present or in the past while Performance Benefits Solutions Midwest does appear.

The 2009 FSA Selection Process

Accoraing to a May 26, 2005 letter from George Lang to Commissioner Mike Fox attached as Exhibit A, "The Lang Agency Inc. took over the 125 plan at Butler County in 1998. We agreed to do so at no cost to the county in returnfor exclusive rights to market. "Following the receipt of complaints fr0In other Butler County insurance proyidersunhappy about Lang Agency's

. exclusive status and aiIoWlngthoseother providers to market their products to county employees, - the same May 26, 2005 letter to Commissioner Fox says, "I recently learned that Commissioners have allowed a competitor to market Lifo Insurance and other supplemental products to county employees. After discussing this concern with you, you stated that the County could start to pay for my administration fees. This sounds reasonable to me. " *** I recommend that starting in

June of 2005 Butler County pick up the administrative costs I currently pay for the employees to participate in the FSA program. "

Although it is not clear from the records reviewed when the Lang Agency's 125 plan services to Butler County employees actually ceased being gratuitous in exchange for Lang Agency's exclusive status to market services to county employees and became a pay-for-services format [and also when Lang Agency ceased providing 125 plan services and was replaced by Performance Benefits Solutions, Inc. ("PBS")], Doug Duckett reported to the County Administrator and Commissioners in a an October 15,2008 memo (attached as Exhibit B) that PBS was being paid for its TPA services prior to an October 3, 2008 presentation about Third Party Administrator services for its 125 flexible spending account (FSA) plan services.

In the fall of 2008, the Health Insurance Advisory Committee ("mAC") including thenPersonnel Director Doug Duckett and Marcia Ryan of Horan Associates solicited bids to market and provide Independent Third Party Administrator "TP A" services to Butler County employees during 2009. The advertisement succeeded in causing a number of bids to be submitted which Marcia Ryan of Horan summarized in the spreadsheet (attached as Exhibit C).

As a result of a preliminary analysis of the spreadsheet, four bidders were invited to make a presentations to the HIAC on or about October 3, 2008,- Chard Snyder & Associates (Chard Snyder), Performance Benefits Solutions, BMS, and Flex Bank.

Chard Snyder's proposal to the mAC is attached as Exhibit D. Chard Snyder'S October 3, 2008, presentation to the mAC attached as Exhibit E. And Chard Snyder's FSA Spending Plan Document is attached as Exhibit F. Chard Snyder's Third Party Administrator Administrative Agreement is attached as Exhibit G. It is signed only by a Chard Snyder, no copy of this document was found bearing any county signature.

Commissioner Furmon was provided a copy of PBS' presentation to the HIAC on October 3, 2008 under cover of a November-Zz, 2009 letter addressed to him by Debbie Lang, PBS President. That presentation is attached hereto as Exhibit H. The substance of PBS's 2009 proposal appears to have changed over. Doug Duckett indicated that PBS's proposal before the October 3, 2008 presentation was one of a fee for services.' However, Duckett indicated that during the October 3,2008 presentation PBS's proposal reverted to that one which had existed

-------'before-zOtl5-;;-PBS-wou:ld provia.eFSA: aaministration oflJ:iea.ependent daycare and medical---------t

accounts at no charge to Butler County provided that PBS and AFLAC are the only voluntary supplemental companies that are allowed to market new supplemental products through payroll deduction-. This is the apparent content of Exhibit 1- an apparent proposal from an unnamed company which matches the aforementioned (no charge) terms and was included in the materials .Debbie.Lang.sent to Commissioner.Furmonunder cover of the November 22, 2009 letter. Aconversation with Jim Davis, a member of the HIAC who attended the October 3, 2008 presentations, concerning Exhibit I indicated Davis did not recall seeing Exhibit I at that time. (See attached Exhibit K)

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! This understanding is confirmed in Exhibit K, an e-mail from Jim Davis

Doug Duckett reported (in Exhibit B) that he was "stunned'? by two aspects of PBS's October 3, 2008 presentation. First, it was the first time anyone on the HIAC had ever been told that PBS was not actually providing plan administration services, but those services were instead being provided by a previously unknown company named Rauser Corporate Solutions ("RCS"). Committee members were surprised by this revelation because they had all been referring questions and problems to PBS completely ignorant of the fact that RCS was the actual party handling Butler County's plan. Second, Duckett found it incredible that PBS would volunteer to provide plan administration services at no charge to the county when their recent track record of service to the county, a period during which PBS was paid but apparently the plan administration was being provided by RCS, has been found largely unacceptable by the HIAC members in reports from their fellow employee.

Based on the October 3, 2008 presentations, the HIAC unanimously recommended Chard Snyder be selected the sole TPA for Butler County. On October 15,2009, Duckett sent the Commissioners and County Administrator Tim Williams two memos on the subject: (1) A recommendation for Cafeteria PlanlFlexible Spending Account Administrator (which is attached as Exhibit, and (2) Additional Information on Recommendation for Cafeteria Plan/Flexible Spending Accounts Administration. The first memo compared and contrasted the service models which could be selected for TP A services, recommended a neutral administrator type service model, and then recommended awarding a TP A contract exclusively to Chard Snyder over PBS Solutions for 2009. The second memo appears to be a more detailed explanation of the problems and issues which had been experienced with PBS's service in the past.

Despite the recommendation from the HIAC, on November 10, 2008 Commissioner adopted Resolution 08-11-2037 in which TPA service contracts for 2009 were awarded to Chard Snyder at its bid amount and PBS on its presentation to provide the services without compensation. This Resolution is attached as Exhibit N.

A search of county records reveals no TP A service contract for 2009 was signed between the County and either Rauser Corporate Solutions, Inc., PBS or Chard Snyder. However, there is a Chard Snyder contract, bearing a Chard Snyder signature on it, in County files and attached

_____ heretoas-Exhibit-G.

According to the materials provided to Commissioner Furmon by Debbie Lang under cover of her November 22, 2009 letter, two days after the passage of Resolution 08-11-2037 3 awarding TPA contracts to Chard Snyder and PBS, e-mails are exchanged betweenDoug Duckett,Marcia Ryan,and DebbieI;atlg~(;o.l1¢eri1.il1g]he-c6mpensation which PBS will receive for its TPA service-s:- Thesee-mails are attached as Exhibit o. An examination of Exhibit C reveals it too

2 Duckett used the word "stunned" in an telephone conversation with this writer. The word is not used in Duckett's October 1 '5, 2008 letter.

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3 On November 12, 2008 to be precise.

recognizes that changes in the compensation to be provided PBS took place on November 12, 2008. In the Exhibit 0 e-mails the compensation to be paid to PBS for its services is increased from zero to $4.50 per employee with a debit or $5.15 per employee without a debit card. Consequently, only after Resolution 2008-11-2037 was adopted on November 10,2008 (setting PBS compensation for TP A services at zero in accordance with its presentation and its Exhibit I proposal were different and increased compensation presented to Duckett on behalf of the County and Ryan on behalf of Horan. Although Commissioners never amended Resolution 08- 11-2037 to provide PBS with compensation for its services, these November 12,2008 e-mail PBS-submitted rates presented two days after the Commissioners awarded contracts to Chard Snyder and PBS become the rate RSC is paid for TPA services (bid by PBS) at the rates of $4.50 and $5.15 rates respectively.

Legal Principals Applied

After adoption of Resolution 08-11-2037, although no contracts appear to have been executed as a result of its adoption, additional resolutions and payment flow to both RCS (instead of PBS) and to Chard Snyder.

In Resolution 08-12-2271 adopted December 18, 2008 new funds are established for Lang/RSC Employee 125 Plan (Fund 6402) and Chard Snyder Employee 125 Plan (Fund 6403). It is not clear from the resolution or elsewhere why a new fund had to be established for PBS and RCS given their past service as Butler County's TP A.

In Resolution 09-03-0500 a "now and then" Resolution in the amount of $12,000 is adopted for the benefit of Rauser Corporate Solutions (RCS) to provide a method to reimburse funds disbursed before there was an appropriation to do so as Exhibit R shows. Following this Resolution, a Purchase Order for $12,000 is created for RCS. This Purchase Order is attached as Exhibit R.4 Against this P.O. each month the sum of $5.50 or $4.50 is paid to RCS for services on behalf of a participating county employee just as was proposed in Exhibit 0 submitted two days after approval of the TPA contracts with Chard Snyder and RCS.

~---In-State-ex-rel-Piper-v:-NatlofiatCitYCommercial- apital Cor,poration (C.P. July 20, 2005), CV2005-11-3612, Judge Keith Spaeth made the following observations with respect to county contracting:

As acreatureof'statute, boardsof county corri1IiissIoiiers~aiicLcounty auditors

. possess only those powers which are expressly granted by statute, or which may necessarily be implied therefrom. State ex reI Shriver v. Board of Commissioners (1947), 148 Ohio St.

4 There are two copies of Exhibit R attached. One shows the P.O. The other shows the date of draws against the P. O. There are also monthly summaries of the employees whose charges comprise the amount withdrawn against the P.O.

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277, 74 N.E.2d 248. Public officers have no power except such expressly given. Schwing v. McClure (1929), 120 Ohio St. 355. If a public board, or officer, takes action which exceed the powers granted by law to such board or officer, any contracts based upon such actions are void and unenforceable. See Educational Servo Institute, Inc. V. Gallia-Vinton Educational Servo Ctr., (Gallia Co. App. 2004), 2004-0hio-874 at paragraph 8 (board of educational service center).

Those who do business with a public entity are charged with the duty to determine whether the public entity has complied with all statutory requirements so as to make the transaction valid and enforceable. Benefit Services of Ohio, Inc V. Trumbull Cty. Commrs. (Trumbull Co. App. 2004), 2004-0hio-5631 at paragraph 34.

We think there is no hardship in requiring them, and all other parties who undertake to deal with a municipal body in respect of public improvements, to investigate the subject and ascertain at their peril whether the preliminary steps leading up to [the] contract and prescribed by statute have been taken. No high degree of vigilance is required of persons thus situated to learn the facts. They are dealing with public agencies whose powers are defined by law, (md whose acts are public transactions, and they should be charged with knowledge ofboth. If the preliminary steps necessary to legalize a contract have not been taken, they can withdraw from the transaction altogether, or delay until the steps are taken.

McCloud & Geigle V. Columbus (1996), 54 Ohio St. 439, 452-453,44 N.E. 95, 96.

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Furthermore, the Statements of Work are invalid and unenforceable unless the Board approved the contract at a public meeting. The Board of County Commissioners is a body politic which is capable of suing and being sued. R.C. Section 305.12. An individual member of the board has no authority to bind the board. R.C. 305.25 provides:

No contract entered into by the board of county commissioners or order made by it shall be valid unless it has been assented to as a regular or special session of the board, and entered in the minutes of its proceedings by the county auditor or

---------clerk-of-the-board.

Additionally, R.C. Section 121.22(H) provides that, a resolution, rule or formal action of any kind is invalid unless adopted in an open meeting of the public body."

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- A contract executed without an auditor's certificate of available funds is void.

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The Affidavit of Kay Rogers establishes that at no time did she, as the fiscal officer for Butler County, execute the required fiscal certificate in regard to either Statement of Work. Therefore, even if those agreements are otherwise valid, they are

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void and unenforceable.

County commissioners may, pursuant to Revised Code Section 305.171 contract, purchase, or otherwise obtain and pay all or any part of the cost of group insurance policies that may provide benefits to elected officials, employees, and their immediate dependents.

While Revised Code Section 307.86 typically governs the purchase of county supplies and services, Revised Code Section 307.86(F) provides the purchase of conventional health insurance is exempt from normal competitive bidding requirements. In place of competitive bidding, for conventional health insurance coverage, the following procedures apply:

1. The county must determine that compliance with normal competitive bidding would increase the cost of health insurance.

2. The county retains a competent consultant to assist the county to obtain coverage at the best and lowest price. The law also requires that a health insurance consultant, that must be retained by a county, must disclose all fees or compensation the consultant received from the county or any other source including insurance companies in connection with county business

3. The county requests companies to submit proposals pursuant to specifications that sets forth the coverage and cost that the county wants to buy.

4. The county then negotiates with such companies to obtain insurance at the best and lowest price reasonably available.

Legal Issues Presented by 2009 FSA Procedure

The County did not sign a Contract for Third Party Administrator services

________ with-Cha~d-SnyderTFel'fol'mance-Benefits-Solutions,or-Hall-serCorporat=e------------i ~--------;Solutions-alth·ou·gh-a contracrfor sucli services was signed by Chard Snyder

and presented for county signature bearing a Chard Snyder official's

signature.

In Shamptonv .• Springboro,980hio St.3d457;2003:'OhiC):'1913, the Ohio Supreme Court - addressed a situation in which a provider was granted temporary authority by the City of Springboro to operate a restaurant at its municipal gold course while the terms of a long term lease were finalized. When the long term lease terms could not be agreed upon but after the restaurant operator had made a substantial investment in the restaurant facility, the restaurant

operator filed a breach of contract and promissory estoppel 5 suit against the City of Springboro.

In finding for the City of Springboro the Ohio Supreme Court observed,

(( .. , we find that Springfield City Manager Doczy never entered into a contract with Two Victor. Although appellees admit that the city and Two Victor never executed a long-term lease, they assert that Doczy and Shampton agreed on the terms set forth in the Negotiation Issues document that Doczy created and thereby formed a contract. However, the very substance of that document demonstrates that some material terms had not yet been agreed upon, including which party would be responsible for paying property taxes. Therefore, there was no long-term agreement in existence that appellees could claim was breached" 98 Ohio St.3d 457, at ~31

In the case of the County's TP A Agreement with Chard Snyder, Chard Snyder presented an Agreement for signature embodying the terms of its proposal and the terms on which Resolution 08-11-2037 (Exhibit N) authorized commission staff members to execute an agreement with Chard for TPA services. Arguably, Chard Snyder's position is distinguishable from that of the restaurant operator in Shampton because the terms of Chard Snyder's TP A Agreement with the County were not a matter of dispute and a writing was presented for signature by the County. It's just that this contract was simply never signed. What is missing in the case of Chard Snyder is a signature on the contract document it presented to the County.

On the other hand, the circumstances underlying PBS's 6 agreement is more similar to the situation in Shampton in that Commission Resolution 08-11-2037 (Exhibit N) provides PBS will be granted authority to provide TP A services to county employees at no charge. However, no contract or proposed contract at those rates (or at any rates for that matter) have been located. Indeed, it is also indisputably based on the date of the Exhibit 0 e-mails that it was only AFTER Commissioners approved Resolution 08-11-2037 that different and increased terms of compensation than those set forth in Resolution 08-11-2037 for PBSIHCS ever surfaced. In Lathrop Co. v. Toledo (1966), 5 Ohio St.2d 165, 172,34 O.O.2d 278,214 N.E.2d 408, the Ohio Supreme Court noted:

"Many times this court has held that no recovery can be had on a contract that is entered into contrary to one or more of the legislated requirements. State ex reI Baen v.

Yeatman: 71.u-a.-(1872};22-0Iiio Sr54o."

. 5 Wl1ile theSliampt6rideCisionadd.ressed the possibility of applying promissory estoppel against the City of Springboro to recognize the existence of a contract, the Ohio Supreme Court has since decided the doctrines of equitable estoppel and promissory estoppel are inapplicable against a political subdivision when the political subdivision is engaged in a governmental function. Hortman v. Miamisburg, 110 Ohio St.3d 194, 2006-0hio-4251, syllabus.

Since there is no evidence available that a contract with PBS or HCS at the compensation rates

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6 Assuming HSC is entitled to be compensated on the basis set forth in a proposal submitted by PBS.

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presented in Exhibit 0 was ever approved by the Commissioners as required by R.C. 305.25 after the adoption of Resolution 08-11-2037, no contract was ever lawfully formed between the County and PBS/RCS. Drillex. Inc. v. Lake Cty. Bd. ofCommrs. (2001), 145 Ohio App.3d 384.

Based on the absence of a written contract and the circumstances, a contract with Chard Snyder, but not PBS/RCS, might be recognized under authority of Shampton v. Springboro, 98 Ohio St.3d 457, 2003-0hio-1913. However, yet another alternative exists. Monarch Constr. Co. v. Ohio School Facilities Comm., 150 Ohio App.3d 134, 2002-0hio-6281, provides that a public body may ratify a defective contract. This approach to the Chard Snyder TP A contract seems to be the easiest solution.

Finally, it has been suggested that the actions of auditor office or commissioner office staff member subsequent to the adoption of Resolution 08-11-2037 might somehow have created a contract on terms other than those adopted by the Commissioners. Such a position fails to perceive the public contracting distinction between public officials and public employees. This distinction was pointed out in Monarch Constr. Co. v. Ohio School Facilities Comm., 118 Ohio Misc.2d 248, 2002-0hio-2955. There, the court pointed out that:

"{ ~27)}A public officer," in contrast to a public employee, is invested by law with a portion of the sovereignty of the state and is authorized to exercise functions of an executive, legislative, or judicial character for the benefit of the public. See Lordstown ex rei. Kibler v. Craigo (June 30,1994), Trumbull App. No. 93-T-4919, 1994 WL

3211 09, citing State ex rei. Milburn v. Pethtel (1950), 153 Ohio St. 1 , 41 0. 0. 103, 90 NE.2d 686. ''Additional criteriafor determining that a position constitutes a public office include election, oath of office, bond, and statutorily prescribed duties which involve governmental functions. " Lordstown ex rei. Kibler. citing State ex reI. Landis v. Butler Cty. Bd of Com mrs. (1917),95 Ohio St. 157,159,115 NE. 919.

"It has long been held that the relationship between a public officer and the government is not ex contractu but ex lege. " Lordstown ex rei. Kibler. citing State ex rei. Gordon v. Barthalow (1948), 150 Ohio St. 499,380.0. 340, 83 NE.2d 393.

{~76} It cannot be said that Randall Fischer Executive Director of the Ohio School Facilities Commission is a ''public officer" and thereby imbued with the authority to take OSFC actions, such as approving contracts. Even though his position is now recognized

________ by statute, he serves at the pleasure oi!:!_th~e~c~o!_!_!m'!.!_m!'.!:!is~s~io~n~. 1

It also fails to take into account the principal that irregularities in public contract awarding cannot be erased through the legal concepts of waiver and estoppel. CommuniCare. Inc. v. Wood ety. Bd. ofCommrs., 161 Ohio App.3d 84, 2005-0hio-2348, at ~ 63.

Based on the MonarchConstcCb:v:Ohio SchoolFacilitiesCo1llm. and CommuniCare: Inc. v. Wood Cty. Bd. ofCommrs., the notion that staff members can create a contract where none otherwise exists is legally indefensible.

No Certificate of Availability of Funds signed by the County Auditor as required by R.C. 5705.41(D).

Contract compensation terms were attempted to be changed after award of contract by County Commissioners without Commissioners adopting a resolution to approve an amendment to the same.

It is well established in Ohio that a contract executed without having a certificate of availability attached is not enforceable. R.C. 5705.41(D). No auditor certificate of availability being attached to the unsigned Chard Snyder contract and there being no PBSIHCS contract in existence to which such a certificate might be attached, both contracts are subject to being invalidated on this defect.

Exhibit 0 demonstrates there was obviously an attempt made following adoption of Resolution 2008-11-2037 to change the terms on which PBS/HCS would provide TP A services from "at no charge" to "from $4.50 to $5.15 per employee per month."

The intent of competitive bidding is " 'to provide for open and honest competition in bidding for public contracts and to save the public harmless, as well as bidders themselves, from any kind of favoritism or fraud in its varied forms.' " Cedar Bay Constr., Inc. v. Fremont (1990),50 Ohio StJd 19, 21, quoting Chillicothe Bd. ofEdn. v. Sever-Williams Co. (1970),22 Ohio St.2d 107; see, also, Rein Constr. Co. v. Bd. of Trumbull Cty. Commrs. (2000), 138 Ohio App.3d 622,628.

All persons dealing with a municipality are bound to know the statutory limitations upon the legislative power of its legislative body, and upon subjects in excess of such power they deal with it at their peril. Hicksville v. Blakeslee (1921), 103 Ohio St. 508, 134 N.B. 445, paragraph 4 of the syllabus.

Once Commissioners set the terms of the TPA agreements with Chard Snyder and PBS/HCS in Resolution 08-11-2037, neither the Commission's staff or the Auditor's staff or PBSIHSC officials had the authority to amend the terms of the contract award approved by Commissioners in Resolution 08-11-2037 unless the Commissioners approved that amendment. It is obvious

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_____ th~t-estoppel-sh0uld-n0t-be-applied-i-f-it-would-in-effect-aUow-tlTe-State'sagentstDUn:i1ateraIly

~----amerrd-the-acts-c)r-th:e legislawe. TIlls woulCl not only be unconstitutional, but also anathema to any rational concept of democratic government." CommuniCare, Inc. v. Wood Cty. Bd. of Commrs., 161 Ohio App.3d 84, 2005-0hio-2348 at ,-r64. Events subsequent to the award of the TP A contract to PBS/HSC in Exhibit 0 which attempt to change the terms of compensation from those approved by the Co:rtimissionersinResQlution08-11-2037 are ineffective. Allowing one

- party to amend or change its proposal after all proposals have been formally opened endangers the sanctity of the bid process. Rein Constr. Co. v. Trumbull Cty. Bd. ofCommrs. (2000), 138 Ohio App.3d 622, 626.

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Consequently, any contract which might be approved through Commissioner ratification of an agreement with PBS at this point would have to mirror the terms approved in Resolution 08-11-

2037. Contracts made in violation of state statute or in disregard of such statutes are void, not merely voidable, and courts will not lend their aid to enforce such contracts directly or indirectly but will leave the parties where they have placed themselves. CommuniCare, Inc. v. Wood Cty. Bd. of Commrs., 161 Ohio App.3d 84, 2005-0hio-2348 at ~ 38; Benefit Servo of Ohio, Inc. V. Trumbull Cty. Commrs., supra, 2004-0hio-5631, at ~ 33; see, also, State ex reI. Dacek V. Cleveland Trinidad Paving Co. (1929),35 Ohio App. 118, 131; see, also, Kraft Construction Co. v. Cuyahoga Bd. ofCommrs. (1998), 128 Ohio App.3d 33,44.

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