Contract for Services



Contract for Services

Social Services Provider

THIS AGREEMENT made and entered into by and between the COUNTY OF , STATE OF MINNESOTA, hereinafter referred to as the “County,” through the County Department (address) , hereinafter referred to as the “Department,” and (individual or organization) , (address) hereinafter referred to as the “Provider.”

WITNESSETH

WHEREAS, pursuant to, Minn. Stat. §256.0112, (2011), and § 256M.60, the County, through the Department, has identified a certain population within the County who are in need of consultation and support services and wishes to purchase these services from the Provider; and

WHEREAS, the Provider (Contractor) represents that he is qualified to furnish these services; and

WHEREAS, federal funds are available for the purchase of consultation and support services under Title XX of the Social Security Act, as amended by the Social Services Block Grant Act, Subtitle C, Section 2352, Public Law 97-35, through the State of Minnesota.

WHEREAS, the Provider will best serve the needs of the target population and maintain program flexibility by providing services through a cost reimbursement process in order to make services available to the general community.

In consideration of the mutual undertakings and agreements hereafter set forth, the County, through the Department, and the Provider agree as follows:

1. TERM OF THE AGREEMENT

a. This Agreement shall commence on the day of , 20 , and terminate on the day of , 20 .

b. This Agreement may be renewed at the option of the County upon sixty (60) days' written notice to the Provider prior to the expiration of this Agreement or any subsequent one-year term.

2. SERVICES TO BE PROVIDED

The Provider will provide consultant and support services as described herein and in Attachment I, such attachment being incorporated into and made part of this Agreement. Such services shall hereafter be referred to as "Purchased Services."

3. COST OF THE AGREEMENT

a. The cost of this Agreement shall not exceed $ .

b. In consideration of the total operating budget of the Provider in the amount of

$ the County will pay no more than $ , the balance of funds to be furnished by the Provider.

c. It is understood and agreed that if a reduction of funds prevents reimbursement to the County, through the Department, from the (United States Department of Health and Human Services and/or the Minnesota Department of Human Services), the respective funding obligations as recited herein may be renegotiated.

d. The County, through the Department, does not guarantee operational costs of the Provider's facility and will only pay for services rendered.

e. It is further agreed that should additional funding be secured from another source, reimbursing Provider for any or all of the costs of the purchased services which is covered by this Agreement, the total cost of the Agreement shall be reduced by that amount.

f. If reviews by the County, through the Department, of the Provider's expense reports show that an amount is being paid which is higher than the reasonable and necessary rate for the purchased services, the parties agree to amend the Agreement to establish a reasonable and necessary amount.

4. PAYMENT FOR SERVICES

a. Payments to the Provider shall be made based upon invoices submitted monthly by the Provider showing the expenditures during the previous month. The invoices shall be submitted on forms prescribed by the County.

Payment will be made in the manner provided by law for the payment of claims against the County within (35 days) of receipt of the invoice whenever practicable.

b. Provider shall submit monthly invoices for services rendered on forms as

described above furnished by the County through the Department. Payment shall be made within (35 days) from receipt of the invoice. If the invoice is incorrect, defective, or otherwise improper, the County, through the Department, will notify the Provider within ten (10) days of receiving the incorrect invoice. Upon receiving the corrected invoice from the Provider, the County, through the Department, will make payment within (35 days). In the event that the County withholds payment for failure to provide service or failure to comply with any of the provisions of this Agreement, then no interest penalty shall accrue against the County through the Department. If claims are made by the Provider that the County, through the Department, did not act in good faith in withholding payments as provided above, then such claims shall be handled as a dispute by the Contract Manager (pursuant to clause 13 of this Agreement). If an audit is required by the County, through the Department, before an invoice is accepted for payment, then the standard payment period of (35 days) shall not commence until the audit is completed by the County.

c. Pursuant to the provisions of Minn. Stat. § 290.97, final payment under this Agreement may be withheld until such time as the Provider shall furnish to the County, through the Department, proof that payment has been made of all outstanding withholding taxes, penalties, and interest. Proof shall be in the form of a certificate issued by the Commissioner of Revenue.

5. ELIGIBILITY FOR SERVICES

Eligibility for purchased services shall be determined by the following criteria:

6. AUDITS, REPORTS, RECORDS, DISCLOSURES, AND MONITORING PROCEDURES

The Provider will:

a. Maintain program and statistical records including, but not limited to, a service plan and corresponding service file. The service file should include, at a minimum, eligibility category, description of disability, service plan, detailed factors relating to current situation, description of plan of action, and case notes and related referral information and final disposition.

b. Develop and maintain a record-keeping system to log informational or referral requests. This relates specifically to situations when a service plan is not appropriate.

c. Submit a periodic line item expenditure report within thirty (30) days after the end of each period unless otherwise indicated in writing by the County, through the Department. This must include both total units of service provided by the Provider and the units of service provided to the County through the Department. The report must be in the form described by the County through the Department.

d. Agree that the County, the State Auditor or legislative authority, or any of their duly authorized representatives at any time during normal business hours, and as often as they may deem reasonably necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., and accounting procedures and practices of the Provider which are relevant to the contract, pursuant to Minn. Stat. § 16C.05, subd. 5 (2011).

7. STANDARDS AND LICENSES

a. The Provider warrants and represents that he/she is currently licensed as a by the State of Minnesota (or other regulatory authority). In the event said license is cancelled, revoked, suspended, or expires during the term of the contract, Provider agrees to immediately inform the County (or name the individual, official capacity). The County will pay only for services provided pursuant to such licensing requirements.

b. The Provider shall comply with all applicable federal and state statutes and regulations as well as local ordinances now in effect or hereafter adopted.

c. Failure to meet the requirements of Sections a and b above may be cause for cancellation of this contract effective the date of receipt of the Notice of Cancellation.

8. GENERAL CONDITIONS

a. The Provider will comply with all of the provisions of the Child Abuse Reporting Act, Minn. Stat. § 626.556, as amended, and all Minnesota Rules as promulgated by the Minnesota Department of Human Services implementing such Act now in force or hereafter adopted.

b. Claims for expenditures made in excess of budget categories which do not increase the County's total cost of this Agreement will be allowed only when approved in writing by the Contract Manager. Such approval shall not be deemed a material modification of the Agreement.

9. DATA PRIVACY

a. All data collected, created, received, maintained, or disseminated, or used for any purposes in the course of the Provider's performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, or any other applicable state statutes and any state rules adopted to implement the Act, as well as state statutes and federal regulations on data privacy. The Provider agrees to abide by these statutes, rules, and regulations and as they may be amended.

b. The Provider designates , its , as its Responsible Authority pursuant to the Minnesota Government Data Practices Act, as the individual responsible for the collection, reception, maintenance, dissemination, and use of any data on individuals and other government data including summary data, pursuant to this Agreement.

10. EQUAL EMPLOYMENT OPPORTUNITY - CIVIL RIGHTS

a. During the performance of this Agreement, the Provider agrees to the following:

No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed, or national origin, be excluded from full employment rights in, participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program, service, or activity under the provision of any and all applicable federal and state laws against discrimination including the Civil Rights Act of 1964. The Provider will furnish the County, through the Department, all reports required by Executive Order No. 11246 and Revised Order No. 4, and by the rules and regulations and orders of the Secretary of Labor, the Minnesota Department of Human Services for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

The Provider shall comply with all applicable statutes, regulations, and licensing requirements in the employment of personnel. To the extent that any of the provisions of the applicable statutes, regulations, or licensing requirements are inconsistent with any of the provisions of this clause, said statute, regulation, or requirement shall prevail if it has a reasonable bearing upon the applicant's fitness to be employed in any phase of the program.

b. The Provider guarantees that no funds received under this Agreement shall be used to provide religious training and/or services to any individual receiving purchased services.

c. If during the term of this Agreement or any extension thereof, it is discovered that the Provider is not in compliance with the applicable regulations as aforesaid, or if the Provider engages in any discriminatory practices, then the County, through the Department, may cancel said Agreement as provided by the cancellation clause of this Agreement.

11. FAIR HEARING AND GRIEVANCE PROCEDURE

a. The Provider will establish a system through which eligible recipients may

present grievances about the operation of the service program, and the Provider will advise eligible recipients of this right.

b. The County, through the Department, will advise applicants and eligible recipients of all of their rights to a fair hearing and the appeal process including, but not limited to, the right to appeal a denial or exclusion from the program or failure to recognize an eligible recipient's choice of a service and of his/her right to a fair hearing in these respects. The County, through the Department, will make arrangements to provide such hearings.

12. BONDING, INDEMNITY, AND INSURANCE

a. Bonding. The Provider shall maintain at all times during the term of this Agreement a fidelity bond in the amount of $ covering the activities of each person authorized to receive or distribute monies under the terms of this Agreement.

b. Indemnity. The Provider does hereby agree that it will defend, indemnify, and hold harmless the Department and the County against any and all liability, loss, damages, costs, and expenses which the Department or County may hereafter sustain, incur, or be required to pay:

1) By reason of any applicant or eligible recipient suffering bodily or personal injury, death, or property loss or damage either while participating in or receiving the care and services to be furnished under this Agreement, or while on premises owned, leased, or operated by the Provider, or while being transported to or from said premises in any vehicle owned, operated, leased, chartered, or otherwise contracted for by the Provider or any officer, agent, or employee thereof; or

(2) By reason of any applicant or eligible recipient causing injury to, or damage to, the property of another person during any time when the Provider or any officer, agent, or employee thereof has undertaken or is furnishing the care and services called for under this Agreement; or

3) By reason of any negligent act or omission or intentional act of the Provider, its agents, officers, or employees which causes bodily injury, death, personal injury, property loss, or damage to another during the performance of purchased services under this Agreement.

c. Insurance. The Provider does further agree that in order to protect itself as well as the Department and the County under the indemnity agreement provision hereinabove set forth, it will at all times during the term of the Agreement have and keep in force:

(1) A single limit or combined limit or excess umbrella general liability insurance policy of an amount of not less than $1,500,000 for property damage arising from one occurrence, $1,500,000 for total bodily or personal injuries or death and/or damages arising from one occurrence. Such policy shall also include contractual liability coverage protecting the County, its officers, agents, and employees by specific endorsement or certificate acknowledging the contract between the Provider and the County, through the Department, naming the County as an additional insured.

2) A single limit or combined limit or excess umbrella automobile liability insurance policy, if applicable, covering agency-owned, non-owned, and hired vehicles used regularly in the provision of services under this Agreement, in an amount of not less than $1,500,000 per accident for property damage, $500,000 for bodily injuries and/or damages to any one person, and $1,500,000 for total bodily injuries and/or damages arising from any one accident.

(3) The Provider shall require that each independent professional/contractor rendering counseling and/or health care services on a regular basis to recipients under this Agreement furnish the following proof of professional liability insurance in the following manner:

A professional liability insurance policy covering said independent professional/contractor, its agents, or employees while performing services under this Agreement in the following amounts: $500,000 per claimant for personal injuries, bodily injuries, death, and/or damages, and $1,500,000 for total personal injuries, bodily injuries, death, and/or damages arising from one occurrence.

(4) A professional liability insurance policy covering personnel of the Provider while performing services under this Agreement naming the County as an additional insured in the following amounts: $500,000 per claimant for personal injuries, bodily injuries, death, and/or damages, and $1,5.00,000 for total bodily injuries, personal injuries, death, and/or damages arising from one occurrence.

(5) Workers’ Compensation insurance, if applicable.

d. Prior to the effective date of this Agreement, the Provider will furnish the County, through the Department, with certificates of bonding and insurance.

e. The County, through the Department, may withhold payment for failure of the Provider to furnish certificates of bonding and/or insurance as required above.

f. In the event that claims or lawsuits shall arise jointly against the Provider and the County, and the County elects to present its own defense, using its own counsel, in addition to or as opposed to legal representation available by the insurance carriers providing the coverage as stated above, then such legal expense shall be borne by the County.

g. Any policy obtained and maintained under this clause shall provide that it shall not be cancelled, materially changed, or not renewed without thirty (30) days' prior notice by the insured to the County, through the Department.

13. TECHNICAL ASSISTANCE AND DISPUTES

a. The County, through the Department, will offer assistance to the Provider to develop services, ensure compliance with the Agreement, and provide ongoing consultation to the Provider and liaison service between the Provider and the County, through the Department. A coordinator from Purchase of Service Unit acting as the Contract Manager will be the Department's authorized representative in dealing with the Provider.

b. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by negotiation and agreement shall be decided by the Contract Manager, who shall reduce the decision to writing and furnish a copy thereof to the Provider. The decision of the Contract Manager shall be final and conclusive unless, within thirty (30) days from the date of mailing of a copy of the decision to the Provider, the Provider furnishes to the Contract Manager a written appeal addressed to the County, through the Department. The decision of the County, through the Department, or its duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Provider shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Provider shall proceed diligently with the performance of the Agreement and in accordance with the Contract Manager's decision.

c. This disputes clause does not preclude consideration of questions of law.

14. INDEPENDENT CONTRACTOR

It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of copartners between the parties hereto or as constituting the Provider as the agent, representative, or employee of the County for any purpose or in any manner whatsoever. The Provider is to be and shall remain an independent contractor with respect to all services performed under this Agreement.

The Provider represents that it has, or will secure at its own expense, all personnel required in performing services under this Agreement. Any and all personnel of the Provider or other persons, while engaged in the performance of any work or services required by the Provider under this Agreement, shall have no contractual relationship with the County and shall not be considered employees of the County, and any and all claims that may or might arise under the Unemployment Compensation Act or the Workers' Compensation Act of the State of Minnesota on behalf of said personnel arising out of employment or alleged employment including, without limitation, claims of discrimination against the Provider, its officers, agents, contractors, or employees shall in no way be the responsibility of the County; and the Provider shall defend, indemnify, and hold the County, its officers, agents, and employees harmless from any and all such claims irrespective of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind whatsoever from the County, including without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensation, Unemployment Insurance, disability, severance pay and PERA.

15. SUBCONTRACTING AND ASSIGNMENTS

Provider shall not enter into any subcontract for performance of any of the services contemplated under this contract nor assign any interest in the contract without the prior written approval of the County and subject to such conditions and provisions as the County may deem necessary. The Provider shall be responsible for the performance of all subcontractors.

16. CANCELLATION AND FINALIZATION

a. This contract or a portion thereof may be cancelled by either party at any time, with or without cause, upon thirty (30) days' written notice, delivered by mail or in person.

b. After receipt of the Notice of Cancellation, and except as otherwise provided, the Provider shall:

(1) Discontinue provision of services under this contract on the date and to the extent specified in the Notice of Cancellation;

(2) Cancel all orders and subcontracts to the extent that they relate to the performance of services cancelled by the Notice of Cancellation;

(3) Settle all outstanding claims and liabilities for orders and subcontracts existing at the time of the Notice of Cancellation provided, however, that the claims and liabilities for orders and subcontracts have been approved by the County;

(4) Complete performance of such services as shall not have been cancelled by the Notice of Cancellation;

(5) Submit a revenue and expense statement for the performance of services prior to the effective date of cancellation within thirty (30) days of said date;

(6) Maintain all records relating to the performance of the cancelled portion of the contract as may be required by the County;

(7) Notify all clients and any other counties of financial responsibility of the cancellation of the contract.

17. MODIFICATIONS

Any material alteration, modification, or variation shall be reduced to writing as an amendment and signed by the parties. Any alterations, modifications, or variations deemed not to be material by agreement of the County and the Provider shall not require written approval.

18. MERGER

It is understood and agreed that the entire agreement of the parties is contained here and that this contract supersedes all oral agreements and negotiations between the parties relating to this subject matter. All items referred to in this contract are incorporated or attached and deemed to be part of the contract.

The following signature page can be employed in different formats, but should contain a date reciting when the contract was approved by the County Board, which should be the official date of signing of the contract as opposed to its commencement date.

Provider having signed this contract, and the County Board of Commissioners having duly approved this contract on the day of , 20 , and pursuant to such approval and the proper County officials having signed this contract, the parties hereto agree to be bound by the provisions herein set forth.

COUNTY OF

BY:

Chairperson of Its County Board

ATI'EST:

Clerk of the County Board

PROVIDER

BY:

Title

Approved as to legality, form, and execution.

BY:

Assistant County Attorney

DATE:

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