4-SAMPLE CONTRACT 2025-2026 MH Boilerplate.docx

MONTGOMERY COUNTY

DEPARTMENT OF HEALTH AND HUMAN SERVICES

OFFICE OF MENTAL HEALTH/DEVELOPMENTAL DISABILITIES/EARLY INTERVENTION

This Agreement is made this first day of ______ by and between the Montgomery County Department of Health and Human Services, Office of Mental Health/Developmental Disabilities/Early Intervention (hereinafter referred to as “County”), having its principal office located at 1430 DeKalb Street, Human Services Center, P.O. Box 311, Norristown, Pennsylvania, 19404-0311 and Provider Name (hereinafter referred to as “Provider”), having its principal office located at Address.

WHEREAS, the Mental Health and Intellectual Disability Act of 1966, Act of October 20, 1966 (P.L. 96) 50 P.S. § 4101 et seq., as amended, and the Mental Health Procedures Act of 1976, Act 176, July 9, P.L. 817 No. 143, 50 P.S. § 7101 et seq., as amended, requires the County to make available certain services under the County Mental Health/Developmental Disabilities Program; and

WHEREAS, the aforesaid Acts authorize the County to provide said services by purchase; and

WHEREAS, the Provider is to provide services as set forth herein in accordance with the aforesaid Acts and Regulations promulgated pursuant thereto.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. TERM OF AGREEMENT

Subject to other provisions contained herein and the availability of Federal, State and County funds, the term of this Agreement shall be for a period of one (1) year commencing on the first day of July 2025 and terminate on the thirtieth day of June 2026. In the event that the final allocation and budget are not finalized prior to the commencement date of this Agreement, this contract can be continued at the approved rate until such time as the new contract can be finalized for the new fiscal year. A letter from the Administrator of the Department of Health and Human Services, Office of Mental Health/Developmental Disabilities/Early Intervention will serve as confirmation of this continuance. Such letter notwithstanding, payments to the Provider may be withheld if required contract information is not submitted in a timely manner by the Provider.

2. SERVICES

A. The Provider shall provide the services described in the Work Statement which is attached hereto, made a part hereof this agreement and marked Exhibit “A”, in accordance with all applicable Federal, State and Local laws, Regulations, Mental Health and Developmental Disabilities Bulletins, and County Memorandum, Policies and Procedures.

B. The Provider shall use the funds allocated under this Agreement to perform the services specified in the Work Statement attached hereto and marked as Exhibit “A”.

3. PAYMENT

All payments by the County are to be made in accordance with the contract amount and payment schedule (attached hereto as part of Exhibit “B” and made a part hereof). All payments are contingent upon the availability of Federal, State and County funds, and the Provider’s compliance with all the terms, provisions and conditions of this Agreement. All Providers are required to have a completed and updated W-9 Form on file with the Montgomery County Department of Health and Human Services, Office of Mental Health/Developmental Disabilities/Early Intervention prior to disbursement of payments during the current fiscal year.

4. ASSIGNMENT OF AGREEMENT(S)

The Provider shall not assign or subcontract any part of this Agreement without the prior written approval of the County and/or other required written approval as may be required.

5. RELATIONSHIP TO COUNTY

A. The Provider, its Board of Directors, employees, agents and sub-contractors, shall not be deemed to be employees of the County and under no circumstances shall the County be responsible for the acts of the Provider, its’ Board of Directors, agents and sub-contractors. In all things undertaken by the parties hereto it is specifically understood and agreed the Provider is and shall be and remain at all times during the term of this Agreement an independent service provider and not the servant, agent or employee of the County.

B. The Provider agrees to indemnify, defend and hold harmless the County, its’ officers, agents and employees from any and all claims, actions, damages, liability and expenses arising while performing the services under this terms and conditions of this agreement, including but not limited to the following:

(1) Occurring and/or resulting to any and all contractors, sub-contractors, material men, laborers and any other persons, firms or corporation furnishing or supplying work, services, materials or supplies.

(2) With respect to the injury or death of any person, or damage to property of any kind arising out of cause or by the acts or omissions of the Provider, its’ Board of Directors, employees, agents, sub-contractors or any other person or any other person employed while engaged in the performance of this Agreement or any other activity associated therewith or related thereto.

(3) Against all audit exceptions arising from the Provider’s violation of the terms and conditions of this Agreement, the Provider shall make restitution to the County of such amounts of money which have been paid by the County due to the Provider’s non-compliance with the terms and conditions of this Agreement, Federal, State and/or Local laws. Such restitution shall be made no later than thirty (30) days after the receipt of notification from the County that said monies are due to the County.

6. BOARD MEMBERS

The Provider will submit to the County a current list of Board Members and terms of office as of the effective date of this Agreement. The Provider will notify the County of changes in Board Members upon a Member’s term expiration and/or resignation in writing.

7. EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION IN SERVICE PROVISION

The Provider expressly agrees to comply with the Contract Compliance Regulations of the Pennsylvania Humans Relations Commission (16 PA Code Chapter 49) Title VI of the Civil Rights Act of 1964 as amended, et seq.). Provider will voluntarily take affirmative action to recruit and retain a diverse work force in the spirit of Presidents’ Executive Order No. 11246 of September 24, 1965, as amended (43 P.S. Section 951 11375), and Executive Order No. 1984-1 (issued by the Governor, February 16, 1984), and all other applicable Federal, State and Local laws, regulations, procedures, and orders so that during the terms of this Agreement Provider agrees as follows:

I. Provider shall furnish all information, necessary employment documents and records, to permit access to its’ books, records and accounts by the Pennsylvania Department of Public Welfare, hereinafter referred to as “Department”, the County, the Governor, the Attorney General and the Pennsylvania Human Relations Commission for the purpose of investigation to ascertain compliance with provisions of this clause.

If Provider does not possess documents reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the aforesaid requesting authority. Providers will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or rules pursuant thereto and will permit access to its books, records and accounts by the Secretary of Labor for the purposes of investigation to ascertain compliance with such rules, regulations and orders.

J. Provider shall actively recruit minority contractors with substantial minority representation among their employees.

K. Provider will take such action with respect to any contract or purchase order as Department may direct as a means of enforcing such provisions, including sanctions for non-compliance, provided, however, that in the event the Provider becomes involved with or is threatened with litigation with a contractor or vendor as a result of such direction of Department, Provided may request the United States, the Commonwealth of Pennsylvania or Department to enter into such litigation to prospect their respective interests.

L. The terms used in this non-discrimination clause shall have the same meaning as in the Contract Compliance Requisitions issued by the Pennsylvania Human Relations Commission, 16 Pa. Code Ch. 49.

M. Provider shall include the provisions of this non-discrimination clause in every contract, so that such provisions will be binding upon each contractor.

N. Provider’s obligation under this clause are limited to the sub-contractors’ facilities within Pennsylvania or where the contract is for purchase of goods manufactured outside Pennsylvania, the facilities at which such goods are actually produced.

O. If this Agreement is for the provision of service to individuals or families, the sub-contractor will not, on the grounds of race, color, religious creed, ancestry, sex, national origin, age or handicap perform the following:

(1) Deny any individual any service or other benefits provided under the program.

(2) Provide any services or other benefits to an individual which is different, or is provided in a different manner, from that provided to others under the program.

(3) Subject any individual to segregation or separate treatment in any manner related to his receipt of any service or other benefits provided under the program.

(4) Treat an individual differently from others in determining whether he/she satisfies any eligibility or other requirements or condition which individuals must meet in order to receive aid, care services or other benefits provided under the program.

(5) Deny any individual an opportunity to participate in the program through the provision of services or otherwise, afford him an opportunity to do so which is different from that afforded others under the program.

Provider, in determining the types of services or other benefits to be provided under the program, the class of individuals to whom, or the situations in which, such services or other benefits will be provided under the program, or the class of individuals to be afforded an opportunity to participate in the program, will not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, color, religious creed, ancestry, national origin, age, sex or physical or mental handicaps.

8. HUMAN EXPERIMENTATION

All experimentation with human subjects shall be prohibited.

9. CONFIDENTIALITY

The Provider agrees that all persons diagnosed, counseled, treated, placed or receiving any services defined in this Agreement, or former recipients of such services, shall be secure in the confidentiality of their names, identities, records and the information contained therein except as disclosure is permitted by the applicable law, regulations of the Department and policies of the County. The Provider shall, to insure confidentiality of client information, make provisions for the security of records and protection of individual privacy. The Provider shall require that all sub-contractors adhere to the applicable client confidentiality laws and regulations of the Department and policies of the County.

10. COPY RIGHT AND PUBLICATION RIGHTS

The Provider hereby grants and shall require it agents, servants, employees and/or sub-contractors to grant to the County a royalty-free, non-exclusive and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and authorize others to do so, all data, material, studies, media, curricula, instruments, reports, media writings, records, films, pictorial reproductions, drawings, or other graphic representations, computer programs, or works of similar nature herein not covered by copyright, except medical records and any/all materials not originating in the performance of this Agreement. Such license shall be on to the extent that the Provider has the right to grant such license without becoming liable to pay compensation to others because of such grant.

11. CONTRACT MODIFICATION AND AMENDMENT

A. This document, and all attachments which have been incorporated by reference, contain all the terms, provisions and conditions of this Agreement. All of the provisions thereof are intended by the parties (Provider and County) to be whole and entire, and no provision, nor any part thereof, is intended to be severable. However, in the event the Provider does not comply with a term, provision or condition of this Agreement, the County, in its’ discretion, may deem such non-compliance as severable without effecting the remainder of the Agreement or any part thereof.

B. Any amendment, modification or waiver or a provision of this Agreement shall be valid only when reduced to writing and duly signed by all parties of this Agreement.

12. TERMINATION

The Provider shall comply with and fulfill in a timely and proper manner, its’ obligations under this Agreement and the provisions of the Mental Health/Intellectual Disability Act of 1966, as amended, and Mental Health Procedures Act of 1976, as amended and all regulations promulgated there under.

A. If the Provider shall fail to fulfill in a timely manner its’ obligations under this Agreement, or if the Provider shall violate any of the provisions of this Agreement, the County may issue a written notice of non-compliance to the Provider requiring compliance within a time period specified in said notice which shall commence upon the date of mailing of said notice. If the Provider shall fail to comply within the specified period of time, the County may exercise any of the following options:

(1) Deem such non-compliance as severable and issue a written Notice of Partial Termination as to the terms, provisions or conditions of the Agreement for which the Provider is not in compliance. Such Partial Termination shall not relieve either party of its remaining duties and obligations under this Agreement.

(2) Issue a written Notice of Termination of this Agreement, specifying the effective date. In such event, all finished or unfinished documents, data, studies, photographs and reports or other material, prepared by the Provider under this Agreement shall be the property of the County, and the Provider shall be entitled to receive just and equitable compensation under the terms of this Agreement for any satisfactory work completed on such documents and other materials.

B. In addition to the right to terminate this agreement under Paragraph 12 (B) , this Agreement may be terminated by either party at any time, upon sixty (60) days written notice, delivered by certified mail or in person. The County shall remain responsible for any and all approved expenses incurred prior to termination.

C. The rights and remedies of the County and the Provider in this provision shall not be exclusive and are in addition to any rights or remedies provided by law or under this Agreement.

13. PURCHASE AND TITLE TO FIXED ASSETS

A. The Provider agrees to obtain all fixed assets (as defined in the 4300 Regulation), and all other supplies, furnishing, equipment and other personal property for use in the performance of this Agreement at the lowest practical cost and to purchase by means of a system of competitive bidding whenever required by the Second Class County Code, 16 P.S. §5001. For any purchase in excess of Fifteen Hundred ($1,500.00) Dollars, Provider shall obtain three (3) written quotes and award to the lowest responsible bidder meeting specification.

B. Title to all fixed assets expensed under this contract, purchased with loans amortized in this contract, or purchased with funds obtained pursuant to this Agreement, shall remain with the County. At all times during the performance of this Agreement or any renewals hereof, the Provider shall not sell, leave, donate, or otherwise dispose of any fixed assets purchased with funds obtained pursuant to this Agreement, expensed under this contract or purchased with loans amortized in this contract, without the prior written approval of the County.

C. Within 120 days following the expiration or termination of this Agreement or any renewals thereof, the County, shall, in its discretion:

D. In accordance with sound business practice, the Provider shall:

E. In the event this, or a similar Agreement, is renewed or awarded to the Provider, all fixed assets purchased under the original Agreement, amendments or subsequent agreement, in the case or further renewal or award, shall be subject to the provisions specified in this paragraph. The original Agreement is defined as the first contract executed by the Provider and County.

14. INSURANCE, TAXES, AND BONDING

A. The Provider shall insure the interests of all parties to this Agreement, their Agents, and Employees, against any and all claims which may arise out of Provider’s operations under the terms of this Agreement. At a minimum, the Provider shall provide or arrange for the provision of comprehensive general liability, personal liability, property loss, workmen’s compensation and unemployment compensation insurance, and bonding of all individuals who receive and/or disburse funds. If Provider owns or controls motor vehicles which shall be used in the course of performing services under this Agreement, such motor vehicles shall be insured. If professional services are rendered under the terms of this Agreement, the Provider shall include professional liability as a minimum requirement of this paragraph.

B. The comprehensive general liability policies shall be endorsed to include the County, and its Commissioners, the Department of Health and Human Services, Office of Mental Health/Developmental Disabilities/Early Intervention, and its employees, as additional insured with the right of voice and further that this said endorsement shall be evidenced on the actual insurance certificate.

C. Provider shall provide the County, with the execution of this Agreement, certificates of insurance evidencing the insurance coverage one month in advance of their expiration during the terms of this Agreement. All certificates of insurance shall provide that the insurance company and Provider shall notify the County, in writing, by certified mail, at least thirty (30) days prior to any termination of the policy or any alterations in the policy which change, restrict or reduce the insurance coverage provided or change the name of the insured and additional insured.

D. The Provider shall accept full responsibility for the payment of premiums on all insurance as well as for social security taxes, income tax deductions, and any other (i.e. local, occupational, etc.) taxes or payroll deductions as required by Federal, State, Municipality or Local laws for its employees who are performing services specified by this Agreement.

15. CLIENT LIABILITY, FEE COLLECTION AND ABATEMENT

Except as may otherwise be provided in the Work Statement, the Provider is not responsible for the determination of client liability. The Provider is responsible for the collection of client liability. The Provider is also responsible for the collection of room and board payment and other income due for client services if applicable. The Provider is responsible to implement attempts to collect past due accounts as described in Section 4305.84 of the Pennsylvania Code, Title 55 Chapter 4300. Documentation of these efforts shall accompany any request to the County for write-off of past due accounts. Nothing in this section shall obligate the County to reimburse for uncollected accounts. Such reimbursement is at the sole discretion of the County and subject to the availability of Federal, State and County funds. Requests for abatement of client liability may be made by the Provider to the appropriate Case Management Office. The Case Management Office will forward abatement requests to the County Office in accordance with established procedures.

16. REPORTS

The Provider shall submit reports including, but not limited to, Service Documentation Forms (SDF 1) and any statistical data as required or requested by the County, State or Federal government or the various departments of said governmental unit, and all direct and indirect costs whatsoever incurred pursuant to the performance of this Agreement. Notwithstanding anything herein to the contrary, the County at its discretion may require additional reports as needed at any time in addition to those specified in this contract.

17. MAINTENANCE AND RETENTION OF REQUIRED REPORTS, DOCUMENTS AND ACCOUNTING BOOKS

A. The Provider shall maintain all fiscal and clinical books, records, documents, medical records, accounting procedures, and other practices and evidence (hereinafter referred to as "Records") sufficient to properly reflect all direct and indirect costs of whatever nature claimed to have been incurred pursuant to the performance of this Agreement.

B. The Provider shall maintain such Records, including, but not limited to, fiscal, property and supply, research and personnel, as the County, State and Federal governments or the various departments of said governmental unit may require in its rules, regulations and guidelines.

C. The Records referred to in A and B shall be subject, at all reasonable times during the Agreement period and until the expiration of four (4) years from the time of termination or expiration thereof, to inspection and audit by the County, Commonwealth or Federal Auditors and other persons duly authorized by the Agreement to examine any Records of the Provider.

18. AUDIT AND INSPECTION RIGHTS

The Provider shall retain an independent certified public accountant, at the Provider's expense, to perform an annual audit in accordance with Section 4300.161 of the Mental Health/Intellectual Disability Act Fiscal Regulations, with generally accepted auditing standards and the "Standards for Audit of Governmental Organizations, Programs, Activities and Functions" as promulgated by the Comptroller General of the U.S. and General Accounting Office. In addition, the audit shall include a schedule identifying income and expenses for each program included in this Agreement.

In addition to the examination of the financial statements the scope of the audit shall include the following, in accordance with Sections 4300.94, 4300.116 and 4300.161 of the Mental Health/Intellectual Disability Fiscal Regulations.

"Sub-recipients will have an audit performed in compliance with O.M.B. Circular No. A-128 and the Single Audit Act, O.M.B. Circular No. A-110, or O.M.B. Circular A-133, as appropriate, and shall furnish said audit to the County. Sub-recipient also agrees to cooperate fully with County so that compliance with O.M.B. Circular No. A-128, A-110, or A-133, and all present or future Federal or State or State Regulations is accomplished." The audit shall be submitted to the County no later than 105 days following close for the fiscal year. Should Provider fail to provide the County with its year-end audit report prepared in accordance with the aforementioned requirements, the County shall be permitted, at its option, to have an agent or the County perform such an audit. The County or its agents shall have access to and the right to examine any records or reports involving transactions related to Mental Health/Intellectual Disability funding. Inspection of the performance of this Agreement may be made by the federal, State and County at such reasonable times during the Agreement period and within four (4) years after expiration or termination thereof, in order to determine the Provider's compliance with the term, conditions and provisions of this Agreement.

19. AGREEMENT EXTENSION

In the event either party to the Agreement intends not to renew said Agreement, a formal notice of this intention shall be delivered by the County or the Provider sixty (60) days prior to the expiration of this Agreement in writing. Written notice of approval or denial will be provided by the Administrator of the Department of Health and Human Services, Office of Mental Health/Developmental Disabilities/Early Intervention. In the absence of a notice not to renew or the execution of a new Agreement for succeeding periods following the expiration date of this Agreement, all terms and conditions of this Agreement shall remain in full force.

20. CONTRACT RESPONSIBILITY PROVISIONS

A. Provider certifies that it is not currently under suspension or debarment by the Commonwealth, any other State, Federal or Local government, and if the Provider cannot so certify, then it agrees to submit along with the bid/proposal a written explanation of why such certification cannot be made.

B. If the Provider enters into other contracts or employs under this Agreement any sub-contractor(s) / individual(s) who are currently suspended or debarred by the Commonwealth, any other State, Federal or Local government or who become suspended or disbarred by the Commonwealth or any other State, Federal or Local government during the term of this contract or any extension(s) or renewal(s) thereof, the Commonwealth and / or County shall have the right to require the Provider to terminate such contract(s) or employment.

C. The Provider agrees to reimburse the Commonwealth and / or County for the reasonable costs of investigation incurred by the Office of Inspector General for investigation of the Provider’s compliance with terms of this or any other agreement between the Provider and the Commonwealth which result in the suspension or debarment of the Provider. Such costs shall include, but are not limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Provider shall not be responsible for investigative costs for investigations which do not result in the Provider’s suspension or disbarment.

D. The Provider may obtain the current list of suspended and disbarred contractors by contacting:

21. CERTIFICATION REGARDING ENVIRONMENTAL TOBACCO SMOKE

Public Law 103-227, also known as the Pro-Children Act of 1994 (ACT), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, early childhood development services, education or library services to children under age of 18, if the services are funded by Federal programs either directly or through State or Local governments, by Federal grant, contract, loan, or loan guarantee. The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or maintained with such federal funds. The law does not apply to children's services provided in private residences; portions of facilities used for inpatient drug and alcohol treatment; service providers whose sole source of applicable Federal funds is Medicare or Medicaid; or facilities where WIC coupons are redeemed. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity.

By signing this certification, the Provider and/or contractor (for acquisitions) or applicant/grantee will comply with the requirements of the Act and will not allow smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act.

The Provider agrees that it will require that the language of this certification be included in any sub-contracts which contain provisions for children's services and that all sub-contractor(s) shall certify accordingly.

FOR: Name

22. CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS

A. No Federal funds appropriated have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal, State or Local Agency, a Member of Congress in connection with the awarding of any Federal Contract, the making of any Federal Grant, the making of any Federal Loan, the entering into of any Cooperative Agreement, and the extension, continuation, renewal, amendment or modification of any Federal Contract, Grant, Loan, or Cooperative Agreement.

B. If any other than Federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an Officer or Employee of any Federal State or Local Agency, a Member of Congress, an Officer or Employee of Congress, and employee of a Member of Congress in connection with the Federal Contract, Grant, Loan, or Cooperative Agreement, with the Provider and/or undersigned shall complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying" in accordance with its instructions.

C. The Provider and/or undersigned shall require that the language of this certification be included in the award documents for all sub-awards (or sub-contracts) at all tiers and that all sub-recipients shall certify and disclose accordingly.

D. This Certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this Certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31 U.S. Code. Any person who fails to file the required Certification shall be subject to a civil penalty or not less than $10,000 for each failure.

FOR: Name

Contract - 12

IN WITNESS WHEREOF, the County has caused this Agreement to be signed and executed by its duly authorized officials and the aforesaid Provider has caused this Agreement to be signed and executed by its officers and affixed with its Corporate Seal, duly attested by its duly constituted officer, on the day and year hereinabove set forth.

COUNTY OF MONTGOMERY:

Chief Operating Officer/Chief Clerk, Lee Soltysiak Date

Approved as to Form:

Solicitor

CONTRACTOR:

Authorized Agency Official Date

Witness Date