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Agreement for Misdemeanant Jail Reduction Program
This Agreement sets forth the terms and conditions applicable to the supplying of aMisdemeanant Jail Reduction Program to Butler County, Ohio ("Butler County") byResolutions; Community Solutions, Inc. (“Service Provider”).
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THISAGREEMENT, BUTLER COUNTY AND RESOLUTIONS; COMMUNITY SOLUTIONS,INC. AGREE AS FOLLOWS:
1.DESCRIPTION OF SERVICESService Provider shall provide the Misdemeanant Jail Reduction Program (hereafter “MJRP”) described in this Agreement to Butler County as requested by the Butler CountyDepartment of Court Services may request from time to time. Such MJRP shall be those servicesdescribed in Butler County’s bid invitation and Service Providers’s bid documents. There is nominimum quantity of work guaranteed to the Service Provider although it was assumed for  bidding purposes that costs should be based on a minimum of 243 offenders.2.COMPENSATIONDuring the term of the contract Service Provider shall be compensated by Butler Countyfor providing the services described in Attachment A according to the price schedule attachedhereto in Attachment A. Upon Service Provider's presentation of an invoice and supportingdocumentation, Butler County will review for accuracy and either approve or reject such invoice.Butler County shall pay Service Provider within thirty (30) days of any approved invoice andService Provider may agree to special terms which may be negotiated outside the terms of thisAgreement. The maximum compensation contemplated as being payable under this Agreementis Eighty-five thousand seven hundred seventy-seven Dollars ($85,777.00). No separate provision has been negotiated for reimbursement of the expenses of the MJRP.3.SERVICE PROVIDER IS AN INDEPENDENT CONTRACTOR In all matters relating to this Agreement, Service Provider agrees that it will be providingthese services as an independent contractor and not as an employee, agent, representative or jointventure partner of Butler County. Service Provider shall not enter into any contract or commitment on behalf of Butler County. Service Provider understands and agrees that it will not1
 
 be a participant in any County benefit plan or receive any other benefits from Butler Countyother than the compensation provided for herein. Service Provider promises to pay all of ServiceProviders appropriate federal or state or local income taxes, including estimated tax payments if applicable.4.TERMThis Agreement shall be effective as of July 23, 2003, (the "Effective Date") and shallexpire on July 22, 2004. This Agreement and the MJRP, as it may be amended from time totime, may be extended at Butler County’s option for an additional one (1) calendar year providedfunding is renewed to support the program.5.WARRANTYService Provider represents and warrants to Butler County that:(a)it has the experience and ability in the field of rehabilitation and correction, andin such other related fields and disciplines as is necessary to perform all required professionaland non-professional services by this Agreement with a high standard of quality, and, whereappropriate, to the highest standards of professional care in the local professional community inthe field;(b)Service Provider's services, which will be relevant and helpful to achievingdesired rehabilitative outcomes, shall be performed in a timely, professional, and deliberatemanner, and all equipment, materials and reports furnished to Butler County or other officesresponsible for monitoring Service Provider’s activities will be as represented by ServiceProvider and suitable for MJRP documentation and other intended purposes;(c)it has the right to enter into and fully perform this Agreement, and no service,equipment, materials or reports furnished hereunder will in any way infringe upon or violate anyapplicable law, rule or regulation, nor will it breach any contract with a third party or any rightsof any third person, including, without limitation, rights of patent, trade secret, trademark or copyright and Service Provider represents and warrants it has employed and will continue toemploy sufficient employees and independent contractors to enable it to carry out its duties under this Agreement throughout the term of this Agreement;(d)all individuals Service Provider employs to perform the services required under this Agreement:(i)are legally authorized to reside in the United States and perform the typeof work for which they are provided hereunder;(ii)have a valid Social Security number;2
 
(iii)except as agreed to by Butler County pursuant to Paragraph 9 hereunder,are employees of Service Provider for whom Service Provider issues W-2s and makes allappropriate tax payments and tax withholding;(iv)have gone through Service Provider's background checks, includingcriminal and credential verification which meet Butler County guidelines; and(v)have passed such background check;(vi)are legitimately credentialed and possessed of theeducation, skill and experience represented to Butler County;(e)Service Provider and all individuals it employs to perform services hereunder willcomply with all Butler County's policies, rules and regulations which by their terms areapplicable to Butler County's consultants working in the MJRP; and(f)any software furnished or developed under this Agreement is designed and shall perform so that Butler County shall not experience abnormal software operation, system crashesor aborts, or obtain invalid and/or incorrect results from the use of the software.(g)all information contained in Service Providers bid packet was true, complete, andaccurate to the best of Service Provider’s collective knowledge, information and belief as thesame was formed following reasonable inquiry.6.INDEMNITYUnless due solely to the negligence or other wrongful act or omission of Butler County,Service Provider shall defend, indemnify and hold harmless Butler County, the Butler CountyCommissioners, all Butler County Courts, Butler County Department of Court Services, and allButler County employees and elected office holders, from all losses including attorneys' fees andcourt costs incurred by, or claims made against, Butler County as a result of Service Provider's performance under this Agreement, the negligence or willful misconduct of Service Provider'semployees and/or Service Provider's breach of the representations or warranties herein. Thisindemnity shall not limit any other obligation of Service Provider to indemnify Butler County.Butler County and Service Provider agree to cooperate and share information in the defense alllitigation brought by program participants involving this Agreement or the MJRP .7.PARTICIPANT AND PROVIDER SECURITY AND SAFETY CONSIDERATIONSService Provider shall conduct the MJRP in such a manner as to further proper security,care, custody, control and treatment of program participants. Should a program participantthreaten harm or actually inflict or cause others to inflict injury on himself, another program participant, a Service Provider contractor or employee, Service Provider shall report the same tothe Butler County Department of Court Services so that a clear and complete report of the eventscan be taken. Service Provider shall take no disciplinary punishment of program participants but3
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