9-11. Sample Vendor Service Provider Agreement - SSCS-2026 RFP (2).pdf

VENDOR SERVICE PROVIDER AGREEMENT

This Agreement (“Agreement”) is entered into this ____ day of_________, by and between ______________________ (“Agency”) including its affiliates and subsidiaries, with an office located at __________________________________________________, and CHEROKEE COUNTY SCHOOL SYSTEM, (“School System”), whose address is 1205 Bluffs Parkway, Canton, Georgia 30114.

WITNESSETH:

WHEREAS, the School System is responsible for providing special education services and a free and appropriate public education (FAPE) to the students in Cherokee County; and

WHEREAS, from time to time it becomes necessary to employ the services of professional third-party vendors in order to assist the above referenced responsibility; and

WHEREAS, Agency possesses the necessary skills, education, training and licensure to provide the services as needed by the School System including Speech Language Associates (SLAs)/Speech Language Pathology Assistants (SLP-As), Occupational Therapists (OTs) and Physical Therapists (PTs), Speech- Language Pathology Aides/Assistants (SLP-As), Teletherapy/Virtual Speech-Language Pathologists (Virtual SLPs), Teletherapy Occupational Therapist and Physical Therapist (Teletherapy Ots/PTs), Teacher of Students With Visual Impairments (TVSI), School Psychologists (SPs), Virtual School Psychologist (Virtual SPs), Licensed Counselors, Therapists, or Licensed Social Workers (Mental Health Providers), Educational Sign Language Interpreter, and nursing services.

WHEREAS, the School System desires to retain Agency to assist with providing needed behavioral consultation, and the Agency desires to be retained by the School System.

NOW, THEREFORE, based on the foregoing and mutual promises contained in this Agreement, Agency and School System agree as follows:

1. TERM OF AGREEMENT

A. The School System hereby employs the services of Agency for a period of __ months, beginning the ___ day of _________ and ending the ___ day of _________.

Either party shall have the right to terminate this agreement with or without cause upon ninety (90) days prior written notice to the other party. If either party fails to give ninety (90) days prior written notice of termination, then the parties’ obligations hereunder shall continue for a period of ninety (90) days following written notice of termination.

B. Either party shall have the right to terminate this Agreement immediately upon written notice to the other if such party has failed to perform any of its obligations hereunder and such failure continues for five (5) days after receipt of written notice from the other party of such default.

C. School System shall have the right to terminate this Agreement immediately and without notice if the School System has reason to believe that the Agency or any of its officers, employees, agents or representatives are directly or indirectly involved in any illegal activity or that the continued performance of services by the Agency is not in the best interest of the School System or may impose a health or safety risk to any student of the School System.

D. The termination of this Agreement shall not affect the enforceability of any obligations under this Agreement that have accrued prior to the effective date of termination.

E. School System will not solicit for employment any therapist who is provided by Agency for a period of ___ months after each such therapist has ceased providing services to the School System. The Agency will not solicit for employment any other service providers under contract or employed by the School System, for a period of ____ months after each such therapist has ceased providing services to the School System. This provision is intended to and shall amend and revise the terms of any agreement between School System and its service providers, on the one hand, and Agency and its service providers, on the other hand; all service providers employed or contracted by Agency and School System are intended third party beneficiaries of this provision.

F. The Agency agrees and understands that it is an independent contractor and not an employee, servant, or agent of the School System or any of its employees. The parties agree that the School System is not authorized to direct or control the work done, and the Agency is free to contract services to other parties. The Agency shall not have the right to or be entitled to any of the employee benefits of the School System. The Agency has no authority to assume or create any obligation or liability, express or implied, on the School System’s behalf or in its name, or to bind or obligate the School System in any manner whatsoever. The School System shall not be responsible for withholding income or other taxes from the payments made to the Agency. The Agency shall be solely responsible for filing all tax returns and paying any income, social security or other tax levied upon or required with respect to the payments made to the Agency pursuant to this Agreement. The Agency shall indemnify the School System for any tax, penalty, interest, or other cost assessed as a result of its failure to properly withhold or pay such taxes.

G. Agency will obtain, maintain in effect, and pay the cost for all federal, state and local licenses, permits, or certifications that may be necessary for Agency’s performance of this Agreement.

H. Agency shall not subscribe to any personnel policy which permits or allows for the promotion, demotion, employment, dismissal, or laying off of any individual due to race, religion, color, national origin, age, sex, being a qualified veteran, being a qualified veteran of the Vietnam era, or any other category which is in violation of applicable laws concerning the employment of individuals with disabilities.

I. Agency will comply with, and will be responsible for requiring its officers, employees, agents and subcontractors to comply with, all applicable federal state and local laws and regulations.

J. In the event of any ambiguity, discrepancy, or conflicting provisions, the issue shall be resolved based upon the following order of precedence (1) the express terms of this Agreement (excluding any documents all exhibits and attachments attached hereto); then (2) the response to the District Request for Proposal (“RFP”) dated _______________, the provisions of which are incorporated herein by reference.

2. DUTIES OF AGENCY

Agency shall perform such duties and services as requested by the School System. The Agency represents and warrants to the School System that the Agency, its employees, agents, and representatives shall, in providing the services contemplated by this Agreement, exercise that degree of skill and care required generally in the community under the same or similar circumstances.

A. Specifically, the Agency shall provide the following services to the School System that shall include, but not be limited to:

(1) Diagnostic evaluative and therapeutic speech and language, occupational and/or physical therapy services.

(2) Evaluative and consultative school psychology services

(3) Counseling Services

(4) Services are to be provided at the locations prescribed from time to time by the Special Education Executive Director of the School System or his/her designee.

(5) Agency shall maintain all written reports and information required to be maintained to provide a qualified therapeutic program as required by the School System.

(6) Agency shall transmit in accordance with Section 7. Below all data collected to the School System on a monthly basis.

(7) Agency shall sign acknowledgement of services provided to each individual student on a monthly basis.

(8) Agency agrees that all such information generated shall be treated as a record of the School System, and the originals of which shall be placed in the individual student’s educational file.

(9) Medical Records will be maintained in the student’s health file.

10.) Agency agrees that it shall only provide services to those students identified by the School System.

11.) Agency shall report through and to the Director of Special Education or his/her designee.

12.) Agency shall maintain detailed records of all time expended with each individual student assigned to Agency and shall certify to the School System the accuracy of said records. Agency shall provide the detailed records of all time expended with each individual student on a monthly basis or at the request of the School System.

3. FEES AND CHARGES

For services to be rendered pursuant to this Agreement, School System shall pay Agency at a rate of $ ________per hour for each hour of work performed by Agency. Agency agrees to bill a maximum of __ hours per week, per therapist, unless preapproved by the Executive Director of Special Education or authorized designee. Hours billed by Agency should be for time worked on-site within the School System unless similarly pre-approved.

The Agency shall provide the School System with monthly invoices by the students served. The monthly invoices shall set forth a description of the work completed, date(s) the work was performed, the location and the person who completed the work, and the amount of time of the service for each such person and student. In addition, the Agency shall securely transmit in compliance with Section 7 below any and all the data collected on the students served during the month including all raw data collected. The Agency will also sign an acknowledgement that the student received services as outlined in the students’ individualized education program (“IEP”). The

School System must receive the invoice at least twenty (20) calendar days prior to the payment due date. Agency shall submit the monthly invoices to the following address:

Cherokee County School System ATTN: Don Garner Director of Special Education Compliance P.O. Box 769 Canton, GA 30169

Should any of the above items be missing from the monthly invoices, the School System shall have the right to hold payment indefinitely until the monthly invoices include all the necessary information for the School System to ensure students have been served appropriately.

4. BACKGROUND SCREENING

Agency will comply with, and will be responsible for requiring its officers, employees, agents and subcontractors to comply with the screening process established by the School System and as outlined in O.C.G.A. Section 20-2-211(e). Agency will perform pre-placement and annual background checks on any employee or sub-contractor who will be working on School System property. A comprehensive criminal history background screen to include both GCIC and NCIC is required on each consultant.

5. CONFIDENTIALITY AND RIGHT TO PRIVACY

The Agency acknowledges that certain privacy laws exist relative to student information and student records, and due to the need to maintain the privacy interests of the School System’s students, the Agency agrees that it will not discuss, divulge, disclose or disseminate the contents of any student record, nor divulge to anyone any issues or matters which could be deemed student information. Specifically, the Agency agrees to be bound by the confidentiality provisions set forth in the Family Educational Rights and Privacy Act (FERPA) 20 U.S.C. § 1232(g) and the Individuals with Disabilities Education Act (IDEA), 20 U.S.C. §§1400 et seq.

The School System agrees to provide Agency with suitable space for delivery of services and for the storage of materials and/or records essential in conducting the therapy. Agency agrees that any materials and/or records essential to conducting the therapy are the sole and exclusive ownership of the School System. Agency shall not remove, discuss, divulge, disclose or disseminate the contents of any student record, nor divulge to anyone any issues or matters which could be deemed student information from the storage area provided by the School System. The School System agrees to provide the Agency with necessary demographic, social, education, medical, and rehabilitation information pertinent to the referred students. Agency specifically agrees that the student’s parents shall execute a waiver and release prior to receiving access to any information concerning student records.

6. COMPLIANCE WITH FEDERAL AND STATE PRIVACY AND EDUCATION LAWS

With respect to the services provided by Agency hereunder, Agency shall implement and execute policies and procedures to ensure the School System’s and the Agency’s compliance with all state and federal education and privacy laws.

7. CONFIDENTIALITY AND PROTECTION OF CONFIDENTIAL INFORMATION

The Agency acknowledges that by the nature of the work it may be granted access to the School System’s Data. “School System Data” includes all Personally Identifiable Information (“PII”) and other non-public information regarding the School System, the School System’s students, and parents. Data may include, but is not limited to, student and parent data, metadata, educational records, student images, and user content. The Agency shall have a limited, nonexclusive license to the School System’s Data for the purpose of performing its obligation as outlined in this Agreement only. Regardless of the parties’ current contractual postures (breach of contract, non-payment etc.) the School System’s Data will always be available to the School System without conditions and whenever requested. Any data collected by the Agency that contains PII may not be used for any purpose other than the specific purposes outlined in this agreement. The Agency will not change how data is collected, used or shared under the terms of this agreement without advance notice to and written consent from the authorized representative of the School System.

Agency is aware of and agrees to abide by the applicable provisions of: 1) the Family Educational Rights and Privacy Act 20 U.S.C. §1232g (“FERPA”); 2) Health Insurance Portability and Accountability Act (HIPAA); and 3) the Individuals with Disabilities Education Act (IDEA). Each party acknowledges that the other party may disclose its Confidential Information to the other in the performance of this Agreement. Accordingly, each party shall: (a) keep the Confidential Information disclosed by the other party confidential, (b) use Confidential Information only for purposes of fulfilling its obligations hereunder, and (c) disclose such Confidential Information only to the receiving party’s employees who have a need to know and only for the purposes of fulfilling this Agreement. The Agency agrees that it will not disclose to any third party any of the School System’s Data except to the Agency’s employees and contractors with a need to know and who have agreed in writing to confidentiality obligations substantially the same as those set forth herein.

Agency shall undertake industry best practices at all times to ensure the security of the School System’s Data either while being stored or transmitted. This includes appropriate administrative, physical and technical safeguards to secure the School System’s Data from unauthorized access, disclosure and/or use. At a minimum the School System’s Data must be encrypted for storage and for internal and external transmission. The Agency shall periodically review, update and upgrade its data security practices assuring the implementation of current industry best practices regarding security measures. The Agency shall provide prompt written notification to the School System in the event of a security or privacy incident. Upon written request by the School System, the Agency shall ensure that all data in its possession and in the possession of any subcontractors, agents or others are Securely Deleted or transferred back to the School System. Upon written request by the School System, the Agency shall certify in writing to the School System that all appropriate measures have been undertaken to Securely Delete or return the School System’s Data at such time as the Data is longer necessary to comply with the provisions of this agreement. “Securely Delete” means that industry standard measures are taken for the purpose of ensuring that no unauthorized person will be able to reasonably locate or extract the School System’s Data after the deletion date. In the event School System’s Data is misappropriated or disclosed the Agency shall indemnify and hold harmless School System from all costs, claims, damages and expense, including reasonable attorneys’ fees, arising therefrom.

8. INTERNET AND EMAIL USE

The Agency shall have no expectation of privacy in anything they create, store, send, or receive on the School System computer, the School System computer network, or via the School System issued email account. The School System reserves the right to monitor the email communications sent by the Agency and received by the Agency via the School System issued email account. The School System reserves the right to view any message sent by the Agency via the School System issued email account without notice.

The Agency shall not utilize the internet for personal use. For purposes of this Agreement, “personal use” shall be defined as any use outside of the Agency’s scope of work with the School

System. The School System reserves the right to monitor the internet usage of the Agency. The Agency shall comply with all federal and state laws related to internet usage.

9. NOTICES

All notices which are required by the terms of this Agreement shall be in writing and shall be deemed received on the earlier of personal delivery, the date of actual receipt or thee (3) days after the deposit of same into the United States mail, certified mail, return receipt requested, postage prepaid and addressed as follows:

If to Agency:

Agency Name

Contact Name

Address

City, State, Zip

If to School System: At the address first above written.

Either party shall have the right to change the address to which notices are to be sent hereunder by prior written notice to the other party as provided above.

10. PROFESSIONAL LIABILITY

The Agency shall be fully responsible for all acts or omissions in providing therapy services, and the Agency shall indemnify and hold harmless School System, its agents, board members and employees against any and all liability, loss, any and all costs or damages, including, but not limited to, attorney’s fees and any court costs incurred by the School System as a result of any breach of a representation or warranty for any action or non-action by the Agency, its agents, employees, or representatives.

11. INSURANCE REQUIREMENTS

Agency shall maintain for the term hereof Data Breach Insurance that will provide insurance coverage to Agency and School System to reimburse damages, assessment, fines, the cost of investigation, cost of litigation and response for any Data Breach caused by Agency, its employees, agents or sub-contractors in an amount of no less than Three Million Dollars (“$3,000,000”) per occurrence. Such insurance shall be provided with an insurance agency authorized to transact business in the State of Georgia with an AM Best rating of “A” or better. A certificate of such insurance shall be provided to the School System evidencing said coverage and naming the School System as additional insured prior to execution hereof. In addition, such insurance may not terminate or be non-renewed without providing the School System at least sixty (60) days’ notice of termination or non-renewal. In the event the insurance required hereby provides insurance coverage on a Claims-made Coverage basis (A policy of insurance providing coverage that is triggered when a claim is made against the insured during the policy period) rather than Occurrence Coverage (A policy of insurance that provides coverage for incidents occurring during the policy period regardless of when the claim is made) Agency must assure that the Claims-made policy provides (i) that the retroactive date of the policy be shown, and such date must be prior to the effective date of this contract; (ii) the required insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract (“tail coverage”); (iii) if the required insurance policy is canceled or non-renewed during the term hereof together with the three (3) additional years of tail coverage required in (ii), and not replaced with another claims-made policy exhibiting a retroactive date of coverage prior to the contract effective date, Agency must purchase “extended reporting” coverage for a minimum of three (3) years after completion of the contract under this agreement.

During the term of this Contract, the Agency shall maintain Professional Liability Insurance and Automobile Liability insurance with individual limits of not less than one million dollars, Georgia statutory limits for Worker's Compensation insurance, and a minimum of $500,000 in limits for Employer's Liability Insurance to cover its personnel engaged in the performance of the services herein described as well as damages or other claims or expenses including attorney fees arising as a result of the performance of such services. Agency furthermore shall require and maintain proof of insurance for its subcontractors, if any, in equivalent insurance amounts for Professional Liability Insurance, Automobile Liability, Worker's compensation, and Employer's Liability Insurance.

No insurance will be acceptable unless underwritten by a company licensed by the State Insurance Commissioner to transact insurance business in the State of Georgia and the company must be financially stable and hold a current A.M. Best's rating of A or better; or shall be a company otherwise acceptable to the School System.

Each policy of insurance shall provide a minimum of sixty (60) days advance notice of cancellation, material change or non-renewal of insurance to the School System. A Certificate of Insurance, in a form satisfactory to the School System, evidencing said coverage, shall be provided to the School System within fifteen (15) days of Award Notification and prior to the performance of any services.

12. GOVERNING LAW

This agreement and the legal relationships among the parties hereto shall be governed by and construed in accordance with the laws of the State of Georgia. Each of the parties hereto further agree that any action or proceeding may only be initiated in the United States District Court for the Northern District of Georgia or in the Superior Court of Cherokee County, Georgia. Each of the parties hereto consents to the exercise of personal jurisdiction and the placement of venue in either of such courts in any such action or proceeding and further consents that service of process may be affected in any such action or proceeding in the manner provided in O.C.G.A. Section 9- 10-94 or in such other manner as may be permitted by law. Each of the parties hereto further agrees that no such action shall be brought against any party hereunder except in one of the courts above named.

Signatures on following page

The parties hereto have executed this Agreement as of the date first indicated above.

Agency Name

Signature

Printed Name and Title

Date

Signature

Printed Name and Title

Date