Sample "Professional Services Agreement for Residential Habilitation, Day Program Services and/or Clinical Services" - Delaware

This Delaware-specific "Professional Services Agreement for Residential Habilitation, Day Program Services and/Or Clinical Services" is a document released by the Delaware Health and Social Services.

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Download Sample "Professional Services Agreement for Residential Habilitation, Day Program Services and/or Clinical Services" - Delaware

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PROFESSIONAL SERVICES AGREEMENT
FOR
RESIDENTIAL HABILITATION, DAY PROGRAM SERVICES AND/OR CLINICAL SERVICES
This Professional Services Agreement (“Agreement”) is entered into as of Start Date (the “Effective Date”)
and will end End Date by and between the State of Delaware, Department of Health & Social Services,
Division of Developmental Disabilities Services (“Delaware”) and Vendor, (the “Vendor”), with offices at
Address, City, State Zip.
WHEREAS, Delaware desires to obtain certain services, namely the provision of Residential
Habilitation, Day Program Services, and/or Clinical Services to authorized consumers as outlined in
Appendix A and A-1.
WHEREAS, Vendor desires to provide such services to Delaware on the terms set forth below;
WHEREAS, Delaware and Vendor represent and warrant that each party has full right, power and
authority to enter into and perform under this Agreement;
FOR AND IN CONSIDERATION OF the premises and mutual agreements herein, Delaware and
Vendor agree as follows:
1. Services
1.1
Vendor shall perform for Delaware the services specified in the Appendices to this
Agreement, attached hereto and made a part hereof.
1.2
Any conflict or inconsistency between the provisions of the following documents shall be
resolved by giving precedence to such documents in the following order: (a) this Agreement
(including any amendments or modifications thereto); (b) Delaware’s request for proposals,
attached hereto as Appendix N/A; and (c) Vendor’s response to the request for proposals,
attached hereto as Exhibit N/A.
The aforementioned documents are specifically
incorporated into this Agreement and made a part hereof.
1.3
Delaware may, at any time, by written order, make changes in the scope of this Agreement
and in the services or work to be performed. No services for which additional compensation
may be charged by Vendor shall be furnished without the written authorization of Delaware.
When Delaware desires any addition or deletion to the deliverables or a change in the
services to be provided under this agreement, it shall notify Vendor who shall then submit
to Delaware a “Change Order” for approval authorizing said change. The Change Order
shall state whether the change shall cause an alteration in the price or the time required
by the Vendor for any aspect of its performance under this Agreement. Pricing of changes
shall be consistent with those established within this Agreement.
Vendor will not be required to make changes to its scope of work that result in Vendor’s
1.4
costs exceeding the current unencumbered budgeted appropriations for the services. Any
claim of either party for an adjustment under Section 1 of this Agreement shall be asserted
in the manner specified in the writing that authorizes the adjustment.
2. Payment for Services and Expenses
2.1
The term of the initial contract shall be from Start Date through End Date. Delaware shall
pay the Vendor as set forth in this Section 2 and the applicable Appendices provided that
the Vendor shall receive compensation for certain services pursuant to separate
arrangements made by Vendor with Delaware’s State Medicaid Program.
Page 1
PROFESSIONAL SERVICES AGREEMENT
FOR
RESIDENTIAL HABILITATION, DAY PROGRAM SERVICES AND/OR CLINICAL SERVICES
This Professional Services Agreement (“Agreement”) is entered into as of Start Date (the “Effective Date”)
and will end End Date by and between the State of Delaware, Department of Health & Social Services,
Division of Developmental Disabilities Services (“Delaware”) and Vendor, (the “Vendor”), with offices at
Address, City, State Zip.
WHEREAS, Delaware desires to obtain certain services, namely the provision of Residential
Habilitation, Day Program Services, and/or Clinical Services to authorized consumers as outlined in
Appendix A and A-1.
WHEREAS, Vendor desires to provide such services to Delaware on the terms set forth below;
WHEREAS, Delaware and Vendor represent and warrant that each party has full right, power and
authority to enter into and perform under this Agreement;
FOR AND IN CONSIDERATION OF the premises and mutual agreements herein, Delaware and
Vendor agree as follows:
1. Services
1.1
Vendor shall perform for Delaware the services specified in the Appendices to this
Agreement, attached hereto and made a part hereof.
1.2
Any conflict or inconsistency between the provisions of the following documents shall be
resolved by giving precedence to such documents in the following order: (a) this Agreement
(including any amendments or modifications thereto); (b) Delaware’s request for proposals,
attached hereto as Appendix N/A; and (c) Vendor’s response to the request for proposals,
attached hereto as Exhibit N/A.
The aforementioned documents are specifically
incorporated into this Agreement and made a part hereof.
1.3
Delaware may, at any time, by written order, make changes in the scope of this Agreement
and in the services or work to be performed. No services for which additional compensation
may be charged by Vendor shall be furnished without the written authorization of Delaware.
When Delaware desires any addition or deletion to the deliverables or a change in the
services to be provided under this agreement, it shall notify Vendor who shall then submit
to Delaware a “Change Order” for approval authorizing said change. The Change Order
shall state whether the change shall cause an alteration in the price or the time required
by the Vendor for any aspect of its performance under this Agreement. Pricing of changes
shall be consistent with those established within this Agreement.
Vendor will not be required to make changes to its scope of work that result in Vendor’s
1.4
costs exceeding the current unencumbered budgeted appropriations for the services. Any
claim of either party for an adjustment under Section 1 of this Agreement shall be asserted
in the manner specified in the writing that authorizes the adjustment.
2. Payment for Services and Expenses
2.1
The term of the initial contract shall be from Start Date through End Date. Delaware shall
pay the Vendor as set forth in this Section 2 and the applicable Appendices provided that
the Vendor shall receive compensation for certain services pursuant to separate
arrangements made by Vendor with Delaware’s State Medicaid Program.
Page 1
2.2
Delaware will pay Vendor for the performance of services described in Appendix B
Statement of Work. The fees will be paid in accordance with the rates and payment
schedule attached hereto as part of Appendix C.
2.3
Delaware’s obligation to pay Vendor for the performance of non-Medicaid services
described in Appendix B, Statement of Work will not exceed the amount of
FY17_Contract_Amount.
It is expressly understood that the work defined in the
appendices to this Agreement must be completed by Vendor and it shall be Vendor’s
responsibility to ensure that hours and tasks are properly budgeted so that all services are
completed for the agreed upon fee. Delaware’s total liability for all charges for services
that may become due under this Agreement is limited to the total maximum expenditure(s)
authorized in Delaware’s purchase order(s) to Vendor.
2.4
Vendor shall submit monthly invoices to Delaware in sufficient detail to support the non-
Medicaid services provided during the previous month. Delaware agrees to pay those
invoices within thirty (30) days of receipt. In the event Delaware disputes a portion of an
invoice, Delaware agrees to pay the undisputed portion of the invoice within thirty (30) days
of receipt and to provide Vendor a detailed statement of Delaware’s position on the
disputed portion of the invoice within thirty (30) days of receipt. Delaware’s failure to pay
any amount of an invoice that is not the subject of a good-faith dispute within thirty (30)
days of receipt shall entitle Vendor to charge interest on the overdue portion at the lower
of 1.0% per month. All payments should be sent to the Vendor’s identified address on
record with the State of Delaware’s Division of Accounting as identified in the completion
of the electronic W-9.
2.5
Unless provided otherwise in an Appendix, all expenses incurred in the performance of the
services are to be paid by the Vendor. In an Appendix specifically provides for expense
reimbursement, Vendor shall be reimbursed only for reasonable expenses incurred by
Vendor in the performance of the services, including but not necessarily limited to, travel
and lodging expenses, communications charges, and computer time and supplies.
2.6
Delaware is a sovereign entity, and shall not be liable for the payment of federal, state and
local sales, use and excise taxes, including any interest and penalties from any related
deficiency, which may become due and payable as a consequence of this Agreement.
2.7
Delaware shall subtract from any payment made to Vendor all damages, costs and
expenses caused by Vendor’s negligence, resulting from or arising out of errors or
omissions in Vendor’s work products, which have not been previously paid to vendor.
2.8
Invoices payable by Delaware shall be submitted to:
Contract Manager
Delaware Department of Health & Social Services
Division of Developmental Disabilities Services
Office of Budget, Contracts, and Business Services
Woodbrook Professional Center
1054 South Governors Avenue
Dover, DE 19904
3. Responsibilities of Vendor
3.1
Vendor shall be responsible for the professional quality, technical accuracy, timely
completion, and coordination of all services furnished by Vendor, its subcontractors and its
and their principals, officers, employees and agents under this Agreement. In performing
the specified services, Vendor shall follow practices consistent with generally accepted
professional and technical standards. Vendor shall be responsible for ensuring that all
Page 2
services, products and deliverables furnished pursuant to this Agreement comply with the
standards promulgated by the Department of Technology and Information (“DTI”)
published at
http://dti.delaware.gov
and as modified from time to time by DTI during the
term on this Agreement. If any service, product or deliverable furnished pursuant to this
Agreement does not conform to DTI standards, Vendor shall at its expense and option
either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI
standards.
Vendor shall be and remain liable in accordance with the terms of this
Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to
ensure compliance with DTI standards.
3.2
It shall be the duty of the Vendor to assure that all products of its effort are technically
sound and in conformance with all pertinent Federal, State and Local statutes, codes,
ordinances, resolutions, licensing standards and other regulations.
Vendor shall
immediately notify Delaware in writing of any change in the status of any Vendor license,
accreditation or certification that is directly related to vendor’s duties under this Agreement.
Vendor will not produce a work product that violates or infringes on any copyright of patent
rights. Vendor shall, without additional compensation, correct or revise any errors or
omissions in its work products.
3.3
Permitted or required approval by Delaware of any products or services furnished by
Vendor shall not in any way relieve Vendor of responsibility for the professional and
technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance or
payment for any of Vendor’s services herein shall not be construed to operate as a waiver
of any rights under this Agreement or of any cause of action arising out of the performance
of this Agreement, and Vendor shall be and remain liable in accordance with the terms of
this Agreement and applicable law for all damages to Delaware caused by Vendor’s
performance or failure to perform under this Agreement.
3.4
Vendor shall appoint a Project Manager who will manage the performance of services. All
of the services specified by the Agreement shall be performed by the Project Manager, or
by Vendor’s associates and employees under the personal supervising of the Project
Manager. The positions anticipated include:
% of
Project Manager
Title
Project Involvement
First_Name Last_Name
Title
100%
3.5
Designation of persons for each position is subject to review and approval by Delaware.
Should the staff need to be diverted off the project for what are now unforeseeable
circumstances, Vendor will notify Delaware immediately and work out a transition plan that
is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or
complete the work assigned to this project staff position. Replacement staff persons are
subject to review and approval by Delaware.
If Vendor fails to make a required
replacement within 30 days, Delaware may terminate this Agreement for default. Upon
receipt of written notice from Delaware than an employee of Vendor is unsuitable to
Delaware for good cause, Vendor shall remove such employee from the performance of
services and substitute in his/her place a suitable employee.
Vendor shall furnish to Delaware’s designated representative copies of all correspondence
3.6
to regulatory agencies for review prior to mailing such correspondence.
3.7
Vendor agrees that its officers and employees will cooperate with Delaware in the
performance of services under this Agreement and will be available for consultation with
Delaware at such reasonable time with advance notice as to not conflict with their other
responsibilities.
Page 3
3.8
Vendor has or will retain such employees as it may need to perform the services required
by this Agreement. Such employees shall not be employed by Delaware or any other
political subdivision of Delaware.
Vendor will not use Delaware’s name, either express or implied, in any of its advertising or
3.9
sales materials without Delaware’s express written consent.
3.10
The rights and remedies of Delaware provided in this Agreement are in addition to any
other rights and remedies provided by law.
4. Time Schedule
The Services covered by this Agreement shall be provided in accordance with timing requirements
provided in the applicable Appendices hereto.
5. State Responsibilities
In connection with Vendor’s provision of the Services, Delaware shall perform those tasks
5.1
and fulfill those responsibilities specified in the appropriate Appendices.
5.2
Delaware agrees that its officers and employees will cooperate with Vendor in the
performance of services under this Agreement and will be available for consultation with
Vendor at such reasonable times with advance notice as to not conflict with their other
responsibilities.
5.3
The services performed by vendor under this Agreement shall be subject to review for
compliance with the terms of this Agreement by Delaware’s designated representatives.
Delaware representatives may delegate any or all responsibilities under the Agreement to
appropriate staff members, and shall so inform Vendor by written notice before the effective
date of each such delegation.
The review comments of Delaware’s designated representatives may be reported in writing
5.4
as needed to Vendor. It is understood that Delaware’s representatives’ review comments
do not relieve Vendor from the responsibility for the professional and technical accuracy of
all work delivered under this Agreement.
5.5
Delaware shall, without charge, furnish to or make available for examination or use by
Vendor as it may request, any data which Delaware has available, including as examples
only and not as a limitation:
a. Copies of reports, surveys, records, and other pertinent documents.
b. Copies of previously prepared reports, job specifications, surveys, records,
ordinances, codes, regulations, other documents, and information related to the
services specified by this Agreement.
Vendor shall return any original data provided by Delaware.
5.6
Delaware shall assist Vendor in obtaining data on documents from public officers or
agencies and from private citizens and business firms whenever such material is necessary
for the completion of the services specified by this Agreement.
5.7
Vendor will not be responsible for accuracy of information or data supplied by Delaware or
other sources to the extent such information or data would be relied upon by a reasonably
prudent contractor.
Page 4
Delaware agrees not to use Vendor’s name, either express or implied, in any of its
5.8
advertising or sales materials. Vendor reserves the right to reuse the nonproprietary data
and the analysis of industry-related information in its continuing analysis of the industries
covered.
6. Work Product
6.1
All materials, information, documents, and reports, whether finished, unfinished, or draft,
developed, prepared, completed, or acquired by Vendor for Delaware relating to the
services to be performed hereunder shall become the property of Delaware and shall be
delivered to Delaware’s designated representative upon completion or termination of this
Agreement, whichever comes first. Vendor shall not be liable for damages, claims, and
losses arising out of any reuse of any work products on any other project conducted by
Delaware. Delaware shall have the right to reproduce all documentation supplied pursuant
to this Agreement.
6.2
Vendor retains all title and interest to the data it furnished and/or generated pursuant to
this Agreement. Retention of such title and interest does not conflict with Delaware’s rights
to the materials, information and documents developed in performing the project. Upon
final payment, Delaware shall have a perpetual, nontransferable, non-exclusive paid-up
right and license to use, copy, modify and prepare derivative works of all materials in which
Vendor retains title, whether individually by Vendor or jointly with Delaware. Any and all
source code developed in connection with the services provided to Delaware, and the
aforementioned right and license shall apply to source code. The parties will cooperate
with each other and executive such other documents as may be reasonably deemed
necessary to achieve the objectives of this Section.
6.3
In no event shall Vendor be precluded from developing for itself, or for others, materials
that are competitive with the Deliverables, irrespective of their similarity to the
Deliverables. In addition, Vendor shall be free to use its general knowledge, skills and
experience, and any ideas, concepts, know-how, and techniques within the scope of
its consulting practice that are used in the course of providing the services.
6.4
Notwithstanding anything to the contrary contained herein or in any attachment hereto,
any and all intellectual property or other proprietary data owned by Vendor prior to the
effective date of this Agreement ("Preexisting Information") shall remain the exclusive
property of Vendor even if such Preexisting Information is embedded or otherwise
incorporated into materials or products first produced as a result of this Agreement or
used to develop such materials or products. Delaware's rights under this section shall
not apply to any Preexisting Information or any component thereof regardless of form or
media.
6.5
Notwithstanding anything to the contrary contained herein or any attachment hereto, any
and all client or customer-related Personal Health Information (as defined under HIPPA)
shall (a) not be disclosed to any third-party unless authorized by Delaware in writing (or
pursuant to the specific terms of this Agreement), and (b) remain the sole property of
Delaware as between the parties hereto.
7. Confidential Information
To the extent permissible under 29 Del. C. § 10001, et seq., the parties to this Agreement shall
preserve in strict confidence any information, reports or documents obtained, assembled or prepared
in connection with the performance of this Agreement including without limitation any and all Personal
Health Information (as defined under HIPPA).
Page 5
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