STATE OF MISSISSIPPI nist Rees Bartoun, Gown ‘DEPARTMENT OF HUMAN SERVICES Dow Tyawrecn sacinie Dacron September 27, 2011 Ms. Julie Osnes, Owner Julie Osnes Consulting, LLC 28664 Tree Farm Street Pierre, South Dakota 57501 ‘Dear Ms. Osnes: Enclosed is your completed copy of the Personal Service Contract between the Mississippi Department of Human Services, Division of Economic Assistonce and Julie Osnes Consulting, LLC. If we can be of further assistance, please contact John Davis, Director, Division of Economic Assistance at (601) 359-4834 Sincerely, Rape (pas ‘Don Thompson DTsDinb Enclosure 20. 80X 382 + JACKSON, MISHRA 39205 + TELEPHONE (01 259-4500 1 ewan sta mee~ 3 Revised 09/2009 STATE OF MISSISSIPPI MISSISSIPPI DEPARTMENT OF HUMAN SERVICES CONTRACT FOR PERSONAL OR PROFESSIONAL SERVICES 1. Partigs. ‘This Contract made and entered into by and between the Division of Economic Assistance, hereinafter referred to as "MDHS,” and Julie Osnes Consulting, LLO., hereinafter referred to as Independent Contractor.” 2. Purpose. — MDHS hereby engages the Independent Contractor and the Independent Contractor hereby agrees to render certuin professional services desctibed in Paragraph 3, "Scope of Services.” 3. Seopef Services. The Independent Contractor shall perform and render the following services: Reviow Pest Quality Control(QC) Exrors Conduct QC Assessment Seminar onsite at MDHS with an. Assessment Report. SNAP Policy Review to identify emor prone policies with a followup report Formal FNS-310 Handbook Training for QC staff onsite at MDHS- Semi-Monthly QC-SNAP Calls ‘Ongoing technicel assistance during project ‘Ongoing technical assistance post project for up to six months ‘The Independent Contractor shall provide the services either in her local offices or onsite at the ‘MDS offices, Jennifer Taylor and Chris Christmas, will ensure that all services outlined above are performed satisfactorily by the Independent Contractor. 4. Period of Performance. The period of performance of services under this Contract shall begin on October 01, 2011 and end on January 31, 2013. 5. Cons and M at ‘A. As consideration of all services and performances under this Contract, Independent Contractor shall be paid a one time fee of $15,000.00 for a review of past errors, QC “Agsessment Seminar and Assessment report, a one time fee of $7,500 for SNAP Policy review and. report, a.one time fee of $7,500 for formal FNS-310 Handbook Training provided onsite at MDS and a monthly fee of $26538,23 for Simi-Monthly QC SNAP calls and technical assistance throughout the contract period. It is expressly understood and agreed that in no event will te total compensatioi paid hereunder exceed the specified amount of Seventy Three Thousand One Hundred. Fifty Dollars and no cents ($73,150.00). B. Tho Independent Contractor will bill MDH for its services on a monthly basis. Following the satisfactory completion, as determined by MDHS, ofits (monthly or onetime) services, the State requires the Independent Contractor to submit invoices electronically throughout theterm ofthe agreement. Invoices shall be submitted to MDHS using the processes and procedures, identified by the State, ‘The appropriate documentation shall be submitted on the last working dayRevised 09/2009 ‘ofthe month, with the final invoice to be submitted within five (5) working days after the contract ending date,’ Payments by state agencies using the Statewide Automated Accounting System (GAAS) shall bemade and remittance information provided electronically as directed by the State ‘These paymente shell be deposited into the bank account of the Independent Contractor's choice. ‘The State may, aits sole disetetion, require the Independent Contractor to submit other supporting documentation electronically, at eny time, ducing the term of this Agreement. Independent Contractor understands and agrees that the States exempt from the payment of taxes. All payments shall be in United States currency. 6. Relationship of Parties ‘A. itis expressly understood and agreed that MDHS enters into this Contract with Independent Contractor on a purchase of service basis and not on an employer-employee relationship basis, Nothing contained herein shall be deemed or constued by MDHS, the Independent Contractor, or any thitd party as creating the relationship of principal and agent, partners, joint ventirers, o: any similar such relationship between MDHS and the Independent Contractor, Neither the method of compuition of fees or ofier charges, nor any ether provision contained heréin, nor any acts of MDHS of the Independent Contractor hereunder, creates or shall tbe deemed to create a relationship other than the independent relationship of MDHS and the Independent Contractor B. _ Independent Contractor represents that it has, or will seoure, at its own expense, applicable personnel who shall be qualified to perform the duty required to be performed under this Contract. C. Any person assigned by Independent Contractor to perform the secvices hereunder shall be the employes of Independent Contractor, who shall have thesole ight to hireand discharge its employee. MDHS may, however, direct Independent Contractor to replace any of its eqnployees under this Contract. If Independent Contractor is notified within the first eight (8) hours, of assignmeat thatthe person is unsatisfactory, Independent Contractor will not charge MDHS for ‘those hows. D. Itis further understood that the consideration expressed herein constitutes fall and complete compensation for all services and performances hereunder, and that any sum che and payable to Independent Contractor shall be paid asa gross sum with no withholdings or deductions being made by MDHS for any purpose from said Contract sum. Independent Contiactor shall pay when due all salaries and wages of its employees, and it acoepts exclusive responsibilty for the payment of Federal Income Tax, State Income Tax, Social Security, Unemployment Compensation and any other withholdings that may be required. ‘Termination for Cause. If, through any cause, Independent Contractor shalt fail to fulfill ina timely and proper manner, as determined by MDHS, its obligations under this Contract, or if Independent Contractor shall violate any of the covenants, agreements, or stipulations ofthis Contract, MDHS shall thereupon have the right to terminate the Contract by giving written notice 2Revised 09/2009 to Independent Contactor of such tecmination and specifying the effective date thereof at least five (6) days before the effective date of such termination. Inthe event of such termination, Independent Contractor shall be entitled to receive just and equitable compensation for satisfactory work completed on services or documents ot materials collected and/or prepared by Independent Contractor in conection with this Contract. Such compensation sball be based upon the fees sat forth in Paragraph 5, but, in no case, shall said compensation exceed the total Contract price, ‘Notwithstanding the above, Independent Contractor shall not be relieved of liability to MDS for damages sustained by MDHS by virtue of any breach of this Contract by Independent Contractor, and MDHS may withhold any payinenls to Independent Contractor for the purpose of set off until such fimo as the exact damages due to MDHS fiom Independeat Contractor are determined. 8, Termination for Convenience of MDHS. MDHSmay terminate this Contract at any time by giving weitten notice to Independent Contractor of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. Independent Contractor shall be:paid.an amount which bears the same ratio to the total compensation as the services actually and satisfactorily performed bear to the total services of Independent Contractor covered by the Contract, less payments of compensation previously made, 9. 3» All data collected by Independent Contractor and all documents, notes, program, data bases (and all applications thereof), files, reports, studies, and/or other material collected and prepared by Independent Contractor in ‘connection with this Contract shall be the property of MDHS upon completion of this Contract or ‘upon termination of this Contract. MDHS hereby reserves all rights to the data base ond all applications thereof and to’ any and all information and/or materials prepaxed under this Contract, ‘The Independent Contractor is prohibited from use of theabove described information and/or materials without the express written approval of MDHS. 10, _Recorsl Retontion and Access to Records. Independent Contractor shall maintain, and make available to MDHS, any State agency authorized to audit ‘MDHS, the federal grantor agency, the Comptroller Geneval of the United States or any of their duly authorized representatives, financial records, supporting documents, statistical records, and all other reoords pertinent to the services performed under this Contract, Theserecords shall be maintained for at least three 3) years; however, ifany litigation or other legal action, by or on behalf ofthe state or federal goverment has begun that is not completed at the end of the three-year petiod, orif audit finding, litigation, or other legal action has not been resolved at the end of the three-year period, the records shall be retained ‘until resolution. 11. Modification or Amendment, Modifications, changes, or amendments to this Contract may be made upon mutual agreement of the parties hereto. However, any change, supplement, modification, or amendment of any term, provision, or condition ofthis Contract must ‘be in writing and signed by both parties hereto,as Revised 09/2009 42. Assignments and Subcontruets. Independent Contractor shall not assign, sublet, ‘of othetwise transfer the obligations incurred on its part pursuant to the terms of this Contract ‘without the prior written consent of MDHS, Any attempted assignment or transfer of its obligation without such conseat shall be wholly void. 13. Waiver, Failure of either party hereto to insist upon strict corapliance with any of the terms, covenants, and conditions heréof shall not be deemed a waiver or relingnishment of any similar right or power hereunder at any subsequent time or of any othe: provision hereof, nor shall it be construed to bo a modification of the terms of this Contract. 14. Availability of Funds. itis expressly understood and agreed that the obligation of ‘MDH to proceed under this Contracts conditioned upon theavailebility of fands, the appropriation of funds by the Mississippi Legislature, andthe receipt of state and/or federal funds. If at any time, the finds anticipated for the fulfillment of this Contract are not forthcoming or insufficient, either through the failure of the federal goverment to provide funds or of the State of Mississippi to appropriate imds or the discontinuance or material alteration of the program under which fands were provided, or if finds are not otherwise available to MDHS for the performance of this Contract, ‘MDHS shall have the right, upon writtennoticeto Independent Contractor, to immediately terminate this Contract without damage, penalty, cost, or expense to MDHS of any kind whalsoever. The cffective date of termination shall be as specified in the notice of temnination, 15. rics just 7 ‘A. Price Adjustment Methods, The Contract price may be changed only by written agreement of the parties. ‘The value of any work covered by any claim for incvease or decrease in the Contract Price shall be determined by one or more of the following methods; (1) Unit prices, if any, previously approved by the patties and specified in this Contract; or @) — MDHS may, at any time by written order, male changes in ‘the specifications within the general scope of this Agreement. If aay such change causes an increase in the amount due ‘under this Contractor in the time required for pecformance under this Agreement and if MDHS decides thatthe change justifies an adjustment to the Contract, an equitable adjustment in the Contract may be made by written ‘modification of this Agreement, [No charge for any extra work or material will be allowed unless the same as been provided {for by written amendment to this Contract signed by both parties. B. ‘Submission of Cost Pricing Data. The Independent Contractor shall provide cost orpricing data for any price adjustments subject tothe provisions of Section 3-403 (Cost or Pricing 4Revised 09/2009 Data) of the Mississippi Personal Service Contract Procurement Regulations. 16. Indemnification. MDHS shall, at no time, be legally responsible for any negligence. cor wrongdoing by the Independent Contractor and/or its employees, servants, agents, contractors, and/or subcontractors. Independent Contractor agrees to indemnify, defend, save and hold harmless MDES from and against all claims, demands, liabilities, suits, damages, and costs ofevery kind and nature whatsoever, including court costs and attomey’s fees, atising out of or caused by Independent Contractor and its employees, agents, contractors, and/or subcontracters in the performance of this Contract. 17. Ynsurance, Independent Contractor represents thet it will maintain workers’ ‘compensation insuratco Which shall inure to the benefit ofall Independent Coutractor’s personnel performing services under this Contract, comprehensive general liability insurance, and employee: fidelity bond insurance,’ Independent Contractor will furnish MDHS_a catificate of insurance providing the aforesaid coverage, priorto the commencement of performanceunder this Agreement. 18. Applicable Law. ‘The contract shall be governed by and construed in accordance with the laws of the State of Mississippi, excluding its conflicts oflaws provisions, and anylitigation with respect thereto shall be brought in the courts of the state. The Tndependent Contractor shall comply with applicable federal, state and local laws and regulations. 19. Representation Regarding Contingent ees. The Independent Contactorrepresents that it has not retained a person to solicit or secure a State contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except asdisclosed inthe Independent Contractor's bid, proposal, or hesein, 20, Representation Regarding Gratuities. The Independent Contractorrepresents that neither it aor any officer, employee, agent, subcontractor or other representative of the Independent Contractor has Violated, or ia violating, and promises that it will not violate the prohibition against aratuities set forth in Section 7-204 (Gratuities) of the Mississippi Personal Service Contract Procurement Regulations, 21. Procurement Regulations. The Contract shall be governed by the applicable provisions of the Personal Service Contract Review Board Regulations, » copy of which is available for inspection at 301 North Lamar Street, Jackson, Mississippi. 22, Severability. I any term or provision of this Contract is prohibited by the laws of the State of Mississippi or declared invalid or void by a court of competent jurisdiction, the ‘yemainder of this Contract shall not be affected thereby and each term and provision of this Contract ‘shall be valid and enforceable to the fullest extent permitted by law. 23. Stop Work Order. A. Order to Stop Work. The Director of Beonomic Assistance, may, by written 5g €) Revised 0972009 order to the Independent Contractor at any time, and without notice to any suety, xequite the Independent Contravtor to stop all or any part of the work called for by this Contract. This order shall ‘be for a specified period not exceeding 90 days after the order ig delivered to the Independent Contractor, unless the parties agree to any further period. Any such order shall be identified specifically as a stop work order issued pursuant to this clause. Upon zeccipt of such an arder, the Independent Contractor shall forthwith comply with its terms and take all steps to minimize the eaurrence of costs allocablo to the work covered by the order during the period of work stoppage. Before the stop work order expires, or within any further period to whioh the parties shall have agreed, the Director of Economic Assistance shall either: @ ‘cancel the stop work order; or @ terminate the work covered by such order as provided in the “Termination for Cause” clause or ‘the “Termination for Convenionce” clause of this Contract, B. Cancellation oF Iixpiration of the Order. Ifa stop work orderissued under this clause is canceled at any time during the period specified in the order, orf the period of the order cor any extension thoteof expires, the Independent Contractor shall have the right to resume work. Anappropriateadjustient maybe madein the delivery schedule or Independent Contractor's price, orboth, Ifthe stop work order results in an increase in the time requited for, or in the Independent Contractor's cost properly allocable to, the performance of any part of this Contract and the Independent Contractor asserts a claim forsuch an adjustment within 30 days after the end of the period of work stoppage, an equitable adjustment in the Contract may be made by written modification of this Contract. If MDHS decides that the siced justifies the requested adjustment, a modification will be made as provided by Section 11, Modification or Amendment, of this Contract. C. ‘Termination of Stopped Work. Ifa stop workorderisnot canceled and the work. covered by such order i terminated for cause or convenience, the Independent Contractor may be paid! the-upreedt upon price for-any completed deliverable or service not previously tendered to ‘MMDUS, provided that MDHS eccepts any such deliverable or service; or Independent Contractor ‘may be paid an amount which bears the same ratio to the total compensation as the services actually ‘and satisfactorily performed bear to the total services of Indepenclent Contractor covered by the Contract, less payments of compensation previously made. D. Adjustment of Price. Any adjustment in Contract price made pursuant to this ‘clause shall be determined in accordance with the Price Adjustment clause ofthis Contract. 24, Disputes, Any dispute concerning question of fact under this Contract which is not disposed of by agreement shall be decided by the Director of the Division of Economic Assistance, ‘This decision shall be reduced to writing and a copy thereof mailed or fumished to the Independent Contractor and shall be final and conclusive, unless within thirty (30) days from the date of the© Revised 9/2009 decision, Independent Contractor mails or fumishes to the Exeautive Director of MDHS a written request for review. Pending final decision of the Excoutive Director of a dispute hereunder, the Independent Contractor shall proceed in accordance with the decisionof the Director of the Division of Economic Assistance. Ina review before the Executive Director or designee, the Independent Contractor shall be afforded an opportunity to be heard and to offer evidence in support ofits position on the question and decision under review. The decision of the Executive Director on the review shall be final and conclusive unless determined by a court of competent jurisdiction in Hinds County, Stato of Mississippi, to have been fiaudulent, capricious, so grossly erroneous ay necessarily o imply bad faith, or not supported by substantial evidence, 25. — Complies with Laws. The Independent Contractorunderstands that the States an. equal opportunity employer and therefore maintaitis policy which prohibits unlawful disctiraination “based on race, color, creel, sex, age, national origin, physical handicap, disability, or any other consideration made unlawful by federal, State, or local laws. All such discrimination is unlawful and the Independent Contractor agrees during the term of the agreement that the Independent Contractor will strictly adhere to this policy in its employment practices and provision of services, ‘The Independent Contractor shall comply with, and all activities under this agreement shall be subject to all applicable federal, State of Mississippi, and local laws and regulations, asnow existing and as may be amended or modified, 26. Confidentiality. Independent Contractor shall treat all State data and information to which ithas access under this Contract as confidential information to the extent that confidential treutment of sume is requited under federal end state law and shall not disclose same toa thitd party without specific vaitten consent of the State, In the event that Independent Contractor receives notice thata third party requests divulgence of confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued ackninisttative or judicial process ordering divulgence of confidential or otherwise protected information, independent Contractor shall promptly inform the State and thereafter respond in conformity with such subpoena as requited by ‘applicable state and/or federal law, rules, and regulations, "The provision herein shall sucvive termination of the Contract for any reason and-shall continue iecfall forcé-and effect and-shall be binding upon the Independent Contractor and its agents, employees, successors, assigns, subcontractors, or any party claiming an interest in the Contract on behalf of, or under, the tights of ‘the Independent Contractor following any termination, 27. E-Verify, Independent Contractor represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act (Senate Bill 2988 from the 2008 ‘Regular Legislative Session) and will register and participate in the status verification system for all newly hired employees. ‘The term “ employee” as used herein means ay person that is hired to perform work within the State of Mississippi. As used herein, “ status verification system” means. {he Mlegal immigration Reform and Immigration Responsibility Act of 1996 tha is operated by the ‘United States Department of Homeland Sccutity, also known as the E-Verify Program, or any other sueceasor electronic verification system replacing the E-Verify Program. Independent Contractor agrees to maintain records of such compliance and, upon request of the State, to provide a.copy of cach such verification to the State, Independent Contractor further represents and warrants that any 7Revises 9972009 ‘person assigned to perform services hereander meets the employment eligibility requirements of all immigration laws ofthe State of Mississippi. Independent Contractor understands and agrees that any breach of these warranties way subject Independent Contiactor to the following: (@) temnination of this Agreement and ineligibility for any state or public contract in Mississippi for up to three (3) _yeara, with notice of such eancellation/termination being made public, or (b) the loss of any license ‘permit, certification or other document granted to Independent Contractorby an agency, departient ‘or governmental entity for the right to do business in Mississippi for up to one (I) year, or both. Tn the event of such tetmination/eancellation, Independent Contractor would also be liable for any additional costs incurred by the State dne to contract cancellation or loss of “license or permit.” 28, Entire Agreement. This Contract constitutes theentireagreementoftheparties with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understanding, and agreements, written or oral, between the parties relating thereto, 29. Spevial Terms and Conditions. It is agreed and undexstood by each party to this Contract that there are no spetial terms and tonditions. 30. Notice. Any notice required or permitted to be given under this Contract shall be in, ‘witing and sent by United States Cortified Mail, Retumed Receipt Requested to the party to whom the notice should be given at. the address set forth below: ‘Don Thompson, Exeeative Director Mississippi Department of Human Services P.O; Box 352 Jackson, Mississippi 39205 MDE INDEPENDENT CONTRACTOR'S: Julie Osnes Consulting, LLC. 28664 Tree Farm Street Pieme, SD 57501IN WITNESS WHERIOF, thie Contract has best made and interchangeably executed by the Witnoss my signature this, the Zo, day of Melon 12011. MISSISSIPPI DEPARTMENT OF HUMAN SERVICES: BY: ature DiChin ‘Witness my signature this, the 2-3 day of _Se€pt@rn!sc.—_, 2011. Sulle Osnes Consulting, LLC a O Cine eget ‘Signature Tihie Osnes Owne Printed Name ‘TitleSTATE OF MISSISSIPYI Phil Bryant, Govemor ‘DEPARTMENT OF HUMAN ‘SERVICES Rick Be Brave Died February 6, 2013 Ms ile Osnes, Over ’ Tulle Osnes Consuling, LLC | 28664 Treo Farm Strest Pies, SD $7501 eat Ms, Ome: Bticlosed 4s your copy of the contact with the Mississippi Department of Human Services, | Division of Field Operations, and Julie Osnes Consulting, LLC for the petiod.of February 1,, ‘ 2013 through January 31, 2014. If we cnn be of further assistance, please-contadt Ms, Cathy Sykes, Director; Division of Fistd ‘Operations at (601) 359-4810; Sincerely, be A. Beny RABCS:00 Bnolosure ho, WOK, 10. STAIR TRENT + SACHS, ANSSESSIPN 30s 5 THLBPHONE'GO 39:4500 + wih eineRevised 01/2013 : STATE OF MISSISSIPPI MISSISSIPPI DEPARTMENT OF HUMAN SERVICES CONTRACT FOR PERSONAL OR PROFESSIONAL SERVICES 4. Parties. ‘This Contract is made and entered into by and between the Division of Field Operations, Mississippi Department. of Human Services, hereinafter referred to as "MDUHS," and Julie Osnes, hereinafter referred to as " Independent Contractor." 2. Purnose, MDH hereby engoys the Independent Contraetor arid the Independent Contractor hereby agrees to render certein professional, services described. in Patagraph 3, "Scope of Services.” Es arviees. ‘The Inilependent Contractor fall perform and rendér the following servives: ‘Semi:-Mfonthly QG-SNAP Calls Ongohig technical assistance duting project ‘Ongoing technical assistance post project for up to six months ‘Onsite:technical workshop ‘The Independent Conisactor shall provide the above services either in hor local offices or onsite at the MDHS offices. The Independent Contractor will be monitored during all semi-monthly calls to ‘ensure all issues are resolved ina timely. manner to. MDHS: satisfaction, The serviens will be ‘measured based on the outcomes of case reviews, Jennifer ‘Taylor and Chris Christmas will ensure ‘that all services outlined above are performed satisfactorily by the Independent Contractor: 4. Petiod of Revfovomnee, The period of perfontiance of services under ‘this ‘Contravt shall begin on February 01, 2013 andend.on January 31, 2014, 5. Consideration and Method of Payment, A. AS Consideration of all services atid performances under this Contract, Independent Contractor shall be paid a fee riot to exceed Fifty Three Thonsand One Hundred Pifty Two Dollats and no-eents ($53,152.00). . It is expressly understood and agreed that-in no ‘event will the total compensation pald hereunder exceed the specified smount of Fifty Three ‘Thousand One iindied Fifty Two Dollars and no cents (853,152.00), B, ‘The Tndependent Contractor wil bill MDHS ‘forts services on a monitily basis, Following the satisfactory completion, as determined by MDHS, of its (monthly or one time) services, the: State. requites the Independent Contractor to subiiiit invoices elestronteally ‘hroughout the teim of the agresment. “Invoices shall be submitted to MDHS using the processes and procedures identified by the State. ‘The appropriate documentation shall be-submitied on the last working day of the month, with the final invoice to be submitted within five (5) working days after the contract ending date; Paynes by state agencies using the Statewide: Automated! Accounting System (SAAS) shall be mede and remittance information provided electronically as direoted by the State: ‘These payments shall be deposited into the bank account of the Independent Contractor's choive: ‘The State may, at is Sole discretion, require the Indeperident Contractor to submit invoices andRevises 0172013 ‘The-State may, at itp sole disoretion, require the Independent Contractor to submit invoioes and supporting documentation eleotonically, at any time, dusiig ‘the fero of this Agreement, Indepenident Contractor understands-and agrees that the State is exempt fiom the payment of taxes, All payments shall be in United States-currency, Independent contractor agrées to aocept all payments in United States currency via the State of Migsissipp's olectonic payment and remitimice vehicle, MIDHS agrees to make ‘Payment in accordance with Mississippi law on “Tiniely Payments for Purchases by Public Bodies," Mississippi Code Annotated. '31-7-301, et. Soq., which generally provides for payment of undisputed amounts by MDHS within forty-five (43) days of receiptof lavaice: 6& Relationship of Parties ‘A. Ibis expressly undarstood and agreed that MDH enters into this Contract ‘with Independent Contractor-on a purchase of service basis and not on an employer-employe Yaiioustip bess. Nothing coucined hefsn shal be deemed ot construed by MDHS, the Independent Contractor, or any third party as ereating the relationship of principal and agent, partters, joint venturers, or any similar such relationship between MDHS and the Independent Contractor. Neithor the method of computation of fees or otter charges, nor any other provision, ‘contained hetein, not any acts of MDHS ot the Independent Contractor hereunider, creates r shall be decmed to create a relationship other than. the independent feletionship of MDHS andthe Tnslependent Contractor. B._ “Thdependent Contractor represents that it-has, of will sécire, at its ov ‘expense, applicable personel who shal! be qualified to perform the duty required to be penfonmed under this Contract, © Any person: eo ‘by Independent’ Contractor to perform tie servicas ‘her@urder shall be the eniployee of Independent Contractor, who shall have the sole right o hire and discharge its employee, MDHS may, however, ditect Independent Contractor to.replace any of ‘its employees under this Contract, If Iadependent Contrsotor is notified within the Mist eight (8) ‘hours of assignment that the petsom is unsatisfactoty, Independent Contractor will riot charge ‘MDHS ‘for those hours. D, _ Itis:further understood that te consideration expressed herein constitutes fall and complete compensation forall services aud pesformances hereunder and that any su due and payable to Indopendent Contractor shall be paid as a gross suin with no withholdings or deductions being inade by MDHS for any-purpose fiom said Coatract sum, B. _Thependent Contactor shall pay whet die all salaries and wages of its ‘employees, and it accepts exclusive responsibility forthe payment of Federal Inoome ‘Tax, Stato Income Tax, Social Security, Unemployment Compensation and any other withholdings that may bereguired. 7. ‘Termination for Cause, If, through any cause, Indapendent Contactor fails to fulfil ina finely: and proper manner, as determined by MDE, its obligations under this Contract, or if Independent Contractor shall violate any of the covenants, agréements, orRevised o172013 stiprilations of this Contract, MDHS shall ine have tie ight to-terminate thc Contiact by giving written notice to Independent Contractor of such termination and specifying the effective dt hee et fe ©) days bofore the effective date of such tetrnination, In the event of such: termination, Independent Contractor shall be entitled to receive just and equitable cortipensation for satisfactory work completed on servives or documents ot materials collected ‘and/or prepared by Indepetident Contractor in connection with this Contrast. Such compensation shall be based upon the fees set Zorth in Paragraph 5, but, inno case, shall said compensation exbeed the total Contract price, Noting fw sh, Soepetan Count Walt be on of liability 10 yaa for damages sustained by MDHS by virtue of any breach of this Contract by Independent Contractor, and MDHS moy withhold any payments to Independent: Contractor for the purpose of set off until such time as thesexect damages duc to: MDHS ftom Independent Contracter are detertnined, ‘Termination for Convenience o£MDHS. MDHS may terminate this Contract at any ‘tae ty giving writen ‘notice to Independent Contactor of such termination and specifying the effective date thereof at least five (5) days before the effective date of such ‘ermination, Independent Contractor shall be paid an amount which bears the same ratio tp the {otal compensation as the services actually and satisfactorily performed bear to the total services ‘of Indopendent Contractor covered by. the Contract, less payments of compensation previously made, Ds All data. opllesied by Inept Gantor ‘and all documents, notes, programs, data te {and sll applications: thereof), files, reports, studies, and/or other material colleated and prepared by Independent Contractor arin seein it Goutal be he popes of MDUS pen sanplcin of this Contact or tipon termination ofthis Contract, MDHS hereby reserves all rights to the data ‘base gals applications thereof and to any and all information and/or materials prepared under this i ‘The Independent Contractor is prohibited ftom ube of the wbove desotibed information and/or matertals: without the express written epproval of MDHS, 10, Record Retention and Access to Records, Independent Contractor shall ‘inaintain, aod inaké available to MDHS, any State agency authorized to audit MDHS, the:fedaral grantor agency, the Comptroller General of the United Slates or any of their duly authorized representatives, financial records, supporting documents, statistical records, and all other records pertinent to:the services perforied under this Contiact, These records shall be snaintained for at least three (3) years, however, if any litigation or other legal von, by on bet of dis ae or federal, government has begun that ix not completed at the end of ‘the thtee-year period, or if adit Sang, ligation, or other legal ation has not teen relved a the ead of the ie year petiod, the records shall be retained-until resolution,Revises 0172013, 11, Modification or Amendment, Modifications, changes, or amendments to this ‘Contract may bg made upon mutual agreement of the parties hereto. However, any change, supplenient, modification, or amendment of any term, provision, or condition of this Contract. ‘aust be in waiting and signed by both parties hereto, 2 ‘Bidders'shall acknowledge receipt of any amendinent to the solicitation by signing and teturning the amendinent with the bid,. by. ‘demtfjing the amendment number and date in the space provided for this purpose on the bid form, or by letter. ‘The acknowledgment must be reveived by MDHS ‘by the’ time and at the place specified for receipt of bids. 13. Assignments and Subéomtracts, Independent Contactor stiall not assign, sublet, or otherwise transfer the obligations incurred on its patt pursuant (0 the terms of this Contract without the prior writen consent of MDHS. Any attempted assigvment or transfer. of te obligation without such consent shall be whelly void, 14, Waiver: Failute-of either patty heteto to ihsist-upon strict compliance with any of ‘the terms, covenants, and conditions hetcof shall not be deemed a waiver or rebinquishment of aft sinnifar right or power hereunder at any subsequent time or of any other provision hereof, not shall it bo consttued to be a modification of the terms of this Contract, 15, Availabilty funds, _itivoxpresly understood and agree thet thé obligation of MDHS to proceed under this Contact is conditioned upon the availability of funds, the appropriation of funds by. the Mississipp! Legislature, and. the receipt of state and/or fedetal funds, If, at, any time, the funds anticipated for the fulfillment of this Contract are: nat fortheaming or are insufficient either tog the lure ofthe federal govertinent to provide funds or of the State af Messin 2 ‘appropriate finds or the discontinuance ot material alteration of the program wader which fimds were provided, or if funds are not otherwise available to MDHS for the performance of this Contract; MDHS shall have the tight, upon fen (10) working days veitten. notice: to Independent Coniractii, to immediately terminate this Contract without damage, penalty, vost, of expense te MDHS of any kind whatsoever, The cfbetve date of trinatin shall beat specified in the notice of termination, 416, Below Adjustinsit A, — Peleg Adjustment Methods, The Contract price may be changed only by written agreement of the parties, The value of any work covered by any: claim for increase or decrease in the Contract Price shall bo determined by ono-or more of the following methods: (Q). Unit prices, if any, proviously approved by the parties and specified in this Contract; or @) MDHS may, at any time by written order, make changes itr the specifications within the general scope of this Agreement, -Ifany such change causes an incteasé in theRevised 012013, mount de under this Contract or in the time required for performance under this Agreement and if MDHS decides ‘that the change justifies an adjustment to. the Contract, an equitable adjustment in the Contract may be made by vwaitten modification of this Agreement, ‘No charge for any’ extra work or material wil be allowed unless the same has béen provided for by written ‘rtiendment to this Contract signed by both parties. B ‘Submission of Cost Pricing Data, ‘The. Independent Contractor shall provide cost or pricing data for any price adjustments subject to the provisions of Section 3-403 (Cost of Pricing Dats) of the Mississippi Personal Service Contract Proctitement Regulations. 17, Yadlenmnifieation, MDHS' shall, at no time, ‘be legally: responsible: for aay negligence or wrongdoing by the Independent Contractor and/or tts émnployees, servants, agents, contractois, and/or subcontractors, Independent Contractor-ngrees 10 indémmify, defend, save:and hold harmless MDH frony and-against all claims, demands, liabilities, suite, damages, and costs of evory Kind and nature whatsoever, including: court costs aid attomey’s fees, etising ont of or censed by Independent: Contractor and its employees, agents, contractors; and/or subeont inthe performance ofthis Contract. : 18. Ingurance. Independent Contractor represents that: it will maintain. workots! compensation insuratice which shall inure. to ‘the benefit of all Independent Contractor's personnel perfosming-setvices. under this Contact, comprehensive general liability insurance, ‘nd.employee fidelity bond insurance. Independent Conttaotor wil fitnish MDHS 3 certificate of aan providing the eforeshid coverage, ptior to the commencoment of performance under this Agreement. 3, dnliable Last ‘The conteact shall ‘be govemed by ‘and construed in decordance with the laws Of the State of Mississippi, exoluding ite confiits of lawa provisions, ‘and any litigation with respect thereto shall be trought in the coutls of the state. The Independent Contractor shall comply ‘with applicable federal, state and local laws and regulations. 20. Representation: Regarding Contiagant Fees, The Independent Contractor represents that it has not rotained a person to solicit-or seoure a State contract upon an igteement or understanding for a commission, percentage, brokerage, or contingent foe, except as disclosed inthe Independent Contractor's bid, proposal, or herein, 24, _ Contification of Independent Price Determination, — ‘The bidder certifies that the prices submitied in response to tho solicitation have been amived. at independently and without, for the puspose of restricting conipetition, any consultation, communication, or ‘with any other biddor or competitor relating to those prices, the intention to submit a bid, or the mstiods or fuctatstised to ealoulate the prices bid,Rovised 0172013, 22. Representation Regatding Gratuities, ‘Tho Independent Contractor represents that neither it nor any officer, employee, agent, subcontractor or other representative: of the:Independent Conttaotor has:violated, or is violating, and promises that ft will not violate the prohibition against: gratuities set ‘forth ih Seotion 6-204 (Gratuities) of the Mississippi Persoxial Service ‘Contract Procurement Regulations. 23, Procurement Regulutions. The Contract shall be governed by the applicable provisions of the Personal Service Contract Review Board Regulations, a copy of which is available for inspection at 210 Bast Capitol Street, Suite 800, Jackson, Mississippi 39201, or downloadable at www.mspb.ms.gov. Severability. If any term-or provision of this Contyact is prohibited by the laws of the Sale of Mississippi oF deolated invalid oF void by a court of competent jurisdiction, the remaindst of this Contract shall not be afféoted thereby and each term and provision of this Contract shall be valid and enforceable to the fullest extent parmitted by law. 25. Stop ‘Work Order. A. Order fo Stop Work. ‘The Diteotor of Field Operations, may, by written oriler to. the Indepentlent Contractor at any-time, and without notice (o any surety, require the. Independent Contractot to stop all ot any part of the work ealled for by this Contract, This order Loud for a specified period not exceeding 90 days after the otder is dolivered to the: Conttactor, unless the pasties agree to any furttier period. Any such order shall be iene specifically as a stop: work order iséued pursuant fo this clause: Upon: ae of such am.order, the Independent Contraotor shall forthwith comply with its terms and take all sninimize the oocurtence of costs allocable to the work covered by the order during the work stoppage, Before the stop work order expiiee, or within any further period to which the patties shall have agteed, the Ditector of Fields Operations shall either: (1): cancel the stop work order, or @ ‘terminate the work. covered. by such order as proviiied in the “Termination for Cause" clause or the: “Termination for Convenience’ clause of his Contract: B, —Canedilation oF Expiration of the Order, If stop work order issued under this clause ig canceled at any time. duting the period specified in the order, or if the period of the order or any extension thereof expires, the Iudependent-Contractor shall have the right to tesume work. An appropriate adjustment may be made in the delivery schedule or Independent Contractor's price, or both. Ifthe stop work order results in an increise in the time required for, of in the Independent Contractor's cost properly allocable to, the performance of any part oF this Contiact and the Independent Contractor asserts a claim for such on adjustment within 30 days: after the ebid of the petiod of work stoppage, an equitable adjustonent in the Contract may be one ae by vnitten modification of this Contract. If MDHS decides that. the need justifies the nested adjustment, 4. modifivation. will be made as provided by Segtion 11, Modification or ‘Arpeidment of ils ContactRevisea o1iz013 G. Termination af Stopped Work. Ifa stop work otder is not canceled and the work coveted by such order is temmiinated for cause of convenience, the Independent Contractor may Sepail ese yp plice for any completed eliverable or aervioe not previously tendered th MDHS, provided that MDHS accepts any such deliverable or services or Independent Contractor may be paid an ainduit which bears the.same ratio te: the total compsnsation as the services actually and satistaotorily performed beat to the total servives of Independent Contractor covered by the Contiat, less payments of compensation previously made, D. Adjustment of Price. Any adjustment in. Contract prioe made pursuant to this clause shall be determined in accordance withthe Price. Adjustment clause of this Contract. 26; Disputes, Any dispute convoriing a question of fact under‘this Contract vibich is not disposed of by agrocment ‘shall: be decided by the Director of the Division of Field Sree ‘This deeision shall be reduced to wating and «-eopy thereof mailed. or fimnished to ‘the Independent Contractor anid shall be final and conclusive, unless within thirty (30) days ftom ‘the date of the decision, Independent Contractor miails or furnishes to the Bxeeutive Director of ‘MDHS 2 written requost for review. Pending final decision of the Executive Director of a dispute heretindet, the. Independent Céniraotor shall proceed in accordance with the decision of the ‘Director of the Divislon of Field Operations, Ina review boiore the Executive Direvtor or designee, the Independent Contractor shall be alforded.an opportunity to. be heard and to offer evidence in support of it8 position on the question and decision under revidw. The decision of the Bxedutive Direotir om the review shall be final and conclusive unless determined by a.court of competent jurisdfotion in Hinds County, ‘State of Mississippi, to have been fraudulent, capricious, so grossly, sete ‘as necessarily to ‘imply bad faith, or not supported by substantial evidence. 2, Complianes-with Laws, the Independent Contrastor understands thatthe State is ‘an: equal. opportunity employer and therefore maintains a policy which. prohibits, unlawful disorimination based on rave, color, oreed, sex, ag, national-origin, physical handicap, disabli ipenetle information, or any other consideration made unlawful by federal, State, ot eal os “All such discrimination is unlewfil ard'the Independent Contractor agrees during the termn-of the ‘agieemient that the Independent Contractor will strictly adhere to this policy in its employment practices and provision of services, ‘The Independent Contrasfor sball comply with, and all activities tinder this agreement'shall be subject to, all applicable federal, State of Mississipp, and local laws and regulations, as now existing and as may be amended or'nodified, 28, Confidentiality, Independent Contractor shall-treat all State data and information to which it has acoess under this ‘Contract as confidential information to the extent thatcobfidential ttéatment of same is fequiréd under federal anid state law and shall not disclose ‘same to-a third party ‘without specific wiitten consent of the State, _In.the event that Independent Contractor notice ‘that a third panty requests divulgense of confidential or otherwise protected information, and/or has served upon ita subpoens of other validly issued administrative or judicial process ordering divulgence of confidential or’ olherwise protected: information, Independent Contractor shall promptly inforth the State and thereafter respond in. conformity swith such subpoena as-reatiired by applicable state and/or federal lew, rules, eid regulations. ‘The provision herein shall survive termination of the Contract for any reason and shall contioueRevised 0872013 in full force-and effect and. shall be binding upon the Independent Contractor and its agents, employees, sucoeaore, assigns, uboontractor, or any party claiming an interest in the Conteaot 4n behalf-of; or-under, the rights of the Independent Contractor following any’ ‘E-verify, — Tidependlent Contractor tepresents and wartants thatit will ensuréits compliance with the Misissippi Employment Protection Act, Mississippi Coile Annotated ‘A-L1-1 anc:71-11-3, and will register and participate in the status verification system for all newly hired employees, The term “ enaployes" as used herein means any person that is hired to perform work within the State of Mississippi. As used.hersin, * status verification system” means: the i Irnmaigration Reform and Immaigration Responsibility Act of 1996 that 4s operated by the, United States Department of Homeland Security, also. known.es the B-Verify Program, or any thet suecessor electronlo verification pion ane ‘eplacinig the B-Verity Program: “Independent Contractor agrees to maintain reoords of such. moore aol anes nial of ees provide a copy of each siich verifloation to tho State, Indeparident Contractor furor represents and Wartants that any’ person assigned to. petfbtm servives tiereunder meets the employment. ‘eligibility’ requirements ‘of all inimigration lays of the, State of Mississippi. Independent Contractor. understands and agrees that any breach of these warranties may subject Independent Gantt i the flowing: termination ofthis Agesment end foelighility for any. sate or public conttiot hi Migsissippt for up to threw (3) yeats, with notice of suck c being rind public, oF (6) the loss of any license permit, arian rb dotnet gated fo Independent Contractor by an ageincy, department ot governmental entity for the right to do business in Mississippi. for ‘up to one (1) yeas, ot both. In the evant of. such iermination/cancellation, Indep ‘Contractor would also be liable fot any additional costs incurred by the State due to gontract cancellation or loss of “License ot permit.” Special Terms and Conilitions, _ Itis aged and understood by each party to this contac et et sare n6 special terms and conditions, a1. ‘This Contract conistitites the entire agreement of the parties with respect to pt aie nied Hn el epee and ple ay a Aegan s, understanding, and agreements, wailten or oral, between: the parties relating 2. ‘Phis’ contact, ‘including any accompanying exhibits, attachments, sont, col pee, is sibjoct to the "Mississippi Public evatis Avot of 1983", codified as Seation 25-61-1 et:sed Mississippi Code Annotated and exceptions found in Section 79-23-1 of the Mississippi Code Annotated (1972, as amended). In addition, this contract s subjeat to the provisions of the Miscissippi Accountability and Tvanspareney Act of 2008 # O4ATA). eodified as Section 31-7-13 of the Mississippi Code Annotated (1972, as amended). Unless exempted from ddisolosure due to.a eourtssued protective odor, this contract is required to be posted to the Department of Finance and Administration's indepenilent agency contract website. for public coess, Prior to posting ie contact to the website, any information identified by the Independent Conttactor as trade secrets, of other proprietary: iformation including confidential. vendor information, or any other information sth is toged conde by sete or federal law oF outside the applicable freedom of inforniation statutes will be redacted.Revled 01/2013 Notice. Any:notice:required or permitted to ‘be given wader this Contract shall be in iting end ah Used Sas Cra Mal, Retard foci Requested to he prt to ‘whom the notice should be given adhe address sot forth below MDHS: iby bay ante Dh ippi Department of Human Services: Powe 0, Box 352 Jackson, Mississippi 39205 INDEPENDENT. CONTRACTOR'S NAME: jie Ores Coiting LAC. IN WITNESS WHEREOF, this Contract has-been made. and interchangeably executed by the ‘parties hereto in duplicate originals, ‘Witness miy signature this, the Ai la ‘MISSISSIPPI DEPARTMENT OF HUMAN SERVICES ile gay& STATE OF MISSISSIPPI a bya GovERNOR DEPARTMENT OF HUMAN SERVICES January 23, 2014 Ms, Julie Osnes Owner Julie Osnes Consulting, LLC 28664 Tree Farm Street Pierre, SD 57501 Dear Ms. Osnes: Enclosed is your contract with the Mississippi Department of Human Services, Division of Field Operations in the amount of $53,152.00. The effective date of this contract is February 1, 2014, with an ending date of January 31,2015. If you have questions concerning this contract, please contact Cathy Sykes, Director, Division of Field Operations at (601) 359-4810. Sincerely, fuse RAB:CS:ww EnclosureRevited 0472013 STATE OF MISSISSIPPL MISSISSIPPI] DEPARTMENT OF HUMAN SERVICES CONTRACT FOR PERSONAL OR PROFESSIONAL SERVICES 1. Parties. This Contract is made and entered into by and between the Division of Field Operations, Mississippi Department of Human Services, hereinafter referred to as "MDHS," and Julie Osnes Consulting, LLC, hereinafter referred to as “Independent Contractor.” 2. Purpose. © MDHS hereby engages the Independent Contractor and ‘the Independent Contractor hereby agrees to render certain professional services described in Paragraph 3, *Scope of Services." 3. Scope of Services. The Independent Contractor shall perform and render the following services: Semi-Monthly QC-SNAP Calls ‘Ongoing technical assistance during project Ongoing technical assistance post project for up to six (6) months Onsite technical workshop ‘The Independent Contractor shall provide the above services cither in her local offices or onsite at the MDHS offices. The Independent Contractor will be monitored during all semi-monthly calls to ensure all issues are resolved in a timely manner to MDHS satisfaction. The services will be measured based on the outcomes ‘of case reviews. The Director of Quality Assurance and the Bureau Director of Administration will ensure that all services outlined above are performed satisfactorily by the Independent Contractor. 4, Period of Performance, The period of performance of services under this Contract shall begin on February O1, 2014 and end on January 31, 2015. 5. Consideration and Method of Payment. ‘A. AS consideration of all services and performances under this Contract, the Independent Contractor shall be paid a fee not to exceed Fifty Three ‘Thousand One Hundred -Fifty Two Dollars and Zero Cents ($53,152.00), It is expressly understood and agreed that in no event will the total compensation paid hereunder exceed the specified amount of Fifty Three Thousand One Hundred Fifty ‘Two Dollars and Zero Cents ($53,152.00), ‘The Independent Contractor will bill MDHS for its services on a monthly basis. Following the satisfactory completion, as determined by MDHS, of its (monthly or one time) services, the State requires the Independent Contractor to submit invoices electronically throughout the term of the agreement, Invoices shall be 1Revised 04/2013 submitted to MDHS using the processes and procedures identified by the State. The appropriate documentation shall be submitted on the last working day of the month, with the final invoice to be submitted within five (5) working days after the Contract ending date. Payments by state agencies using the Statewide Automated Accounting System (SAAS) shall be made and remittance information provided electronically as directed by the State, These payments shall be deposited into the bank account of the Independent Contractor’s choice. ‘The State may, at its sole discretion, require the Independent Contractor to submit invoices and supporting documentation electronically, at any time, during the term of this Agreement. Independent Contractor understands and agrees that the State is exempt from the payment of taxes. All payments shall be in United States currency Independent Contractor agrees to accept alll payments in United States currency via the State of Mississippi's electronic payment and remittance vehicle. MDHS agrees to make payment in accordance with Mississippi law on “Timely Payments for Purchases by Public Bodies,” Mississippi Code Annotated 31-7-301, et, Seq., which generally provides for payment of undisputed amounts by MDHS within forty-five (45) days of receipt of invoice 6. Relationship of Parties. A, Its expressly understood and agreed that MDHS enters into this Contract with Independent Contractor on a purchase of service basis and not on an employer-employee relationship basis. Nothing contained herein shall be deemed or construed by MDHS, the Independent Contractor, or any third party as creating the relationship of principal and agent, partners, joint venturers, or any similar such relationship between MDHS and the Independent Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of MDHS or the Independent Contractor hereunder, create or shall be deemed to create a relationship other than the independent relationship of MDHS and the Independent Contractor. B. Independent Contractor represents that it has, or will secure, at its own expense, applicable personnel who shall be qualified to perform the duty required to be performed under this Contract. C, Any person assigned by Independent Contractor to perform the services hereunder shall be the employee of Independent Contractor, who shall have the sole right to hire and discharge its employee. MDHS may, however, direct Independent Contractor to replace any of its employees under this Contract. If Independent Contractor is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Independent Contractor will not charge MDHS for those hours.