PDD contract template 2017 final by Calgary Service Provider Council

This specialized template is to be used by the Persons with Developmental Disabilities Program, Ministry of Human Services with Contractors providing services paid via a mixed funding model. Please consult Legal Services in the event you have reason to believe modifications to this template are required in a particular situation.

(a)

“Advance Funds” means any payments provided by the Province to the Contractor in advance of the provision of Services as set out in Schedule B;

(b)

“Affiliate” means an employee as that term is defined in the FOIP Act and in particular means a person who performs a service for the Province under a contract relationship with the Province;

(c)

“Ancillary Program Costs” or “APC” means any payments provided by the Province to the Contractor as set out in Schedule B for the provision of Services not related to Direct or Indirect Service Costs;

(d)

“Auditor’s Report” means a report that: a) is prepared by a Qualified Auditor; b) confirms that the appropriate Canadian standard has been applied to the financial information and that Canadian generally accepted auditing standards have been applied to the review and assessment of all of the Contractor’s financial information related to its provision of the Services; and c) contains a statement by the Qualified Auditor that the information fairly represents the Contractor’s accounts with respect to the Services or provides

CONTRACT NUMBER: ________________________ THIS CONTRACT MADE EFFECTIVE THE _____ DAY OF ________________, 20 ____. BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ALBERTA, as represented by the Minister of Human Services (the “Province”) - and NAME OF CONTRACTOR (the “Contractor”) BACKGROUND A. Pursuant to the Disability Services PreQualification Request (PQR) and Service Request issued by the Province, the Province wishes to engage the Contractor in the provision of certain services as set out in Service Request #_______________; and B. The Contractor is prepared to provide its services to the Province on these terms and conditions; NOW THEREFORE, IN CONSIDERATION of the premises and of the mutual covenants herein, the parties agree as follows: DEFINITIONS 1.

In this Contract:

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(e)

(f)

(g)

reasons why this is not the case;

(k)

“Effective Date” means the date first above written;

“Business Day” means 8:15 am to 4:30 pm in Alberta from Monday through Friday excluding Holidays observed by the Province;

(l)

“Expenditure(s)” means those expenditures described in Schedule B;

(m)

“FOIP Act” means the Freedom of Information and Protection of Privacy Act (Alberta), as amended from time to time;

(n)

“FOIP Regulation” means the Freedom of Information and Protection of Privacy Regulation, Alta. Reg. 246/2007, as amended from time to time;

(o)

“Holiday” means a holiday as that term is defined in Alberta’s Interpretation Act;

(p)

“Indirect Service Costs” means any payments provided by the Province to the Contractor for supervisory, administrative or eligible expenditure costs as more particularly set out in Schedule B for the provision of Services;

(q)

“Invoice” means the form of invoice set out in Schedule C;

(r)

“Materials” means any Records, other than Original Notes, which are made, generated, produced or acquired by the Contractor or its employees, subcontractors or agents in the course of performing the Services;

(s)

“Original Notes” means any Records which are made, generated, produced or acquired by the Contractor or its employee, subcontractors

“Client” means any child, youth or adult being provided Services through the Program operated by the Contractor under this Contract; “Client Support Plan” means the strategies that the Client’s support team provides to promote the development, education, interests, and personal well-being of the Client, enhancing their independence, enabling the Client to reach their desired personal outcomes;

(h)

“Consolidated Financial Statements” means consolidated financial statements prepared in accordance with Canadian generally accepted accounting principles and in a form that is acceptable to the Province;

(i)

“Contract” means this document, Schedules A, B, C and D, any and all associated Referral Confirmations and all associated appendices and attachments to these Schedules.

(j)

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“Direct Service Costs” means any payments provided by the Province to the Contractor as set out in Schedule B for the provision of Services pursuant to a Referral Confirmation;

or agents with respect to a Client of the Program; (t)

“Personal Information” means personal information as defined in the FOIP Act;

(u)

“Program” means the program set out in Schedule A;

(v)

“PQR” means the Disability Services Pre-Qualification Request originally issued by the Province on January 4, 2016 ;

(w)

“Qualified Auditor” means a certified independent auditor, under the definition of a “professional service provider” in the Chartered Professional Accountants Act (Alberta) and registered in accordance with the Act, and its associated regulations;

Province to the Contractor in the form of Appendix 1.0 to Schedule B, as amended from time to time, which scopes the specific Services required of the Contractor for a Client and the associated rates of payment for those Services; (aa)

(x)

(y)

“Record(s)” means a record of information, including electronic information, in any form and includes notes, images, audio-visual recordings, documents, drawings, photographs, letters, and papers and any other information that is written, photographed, recorded or stored in any manner, but does not include software or any mechanism that produces records; “Records Management Regulation” means the Records Management Regulation, Alta. Reg. 224/2001, as amended from time to time;

“Service Request” means the document issued by the Province to Qualified Service Providers setting out the Services required;

(bb) “Services” means the work, duties, functions, deliverables and the delivery of the Program described in Schedule A and more particularly described in a Referral Confirmation; (cc) “Standards” means any certification, protocol, quality assurance or accreditation standards, registration or other minimum standards referred to in Appendix 1.0 to Schedule A; (dd) “Surplus” means the amount by which payments made by the Province to the Contractor pursuant to the Contract exceed the Contractor’s reported and audited, if applicable, Expenditures and cost for Services performed, as determined by the Province. Surplus does not include positive variances as set out in Article 6.11; and (ee) “Term” means the contract period specified in Article 2. 2. TERM OF CONTRACT

(z)

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“Referral Confirmation” means a written communication from the

This Contract shall be effective from the Effective Date until [insert date] unless terminated in accordance with this Contract. 3. PERFORMANCE OF SERVICES 3.1

The Contractor agrees to perform the Services and deliver the Program in accordance with the provisions of this Contract and follow any reasonable written directions from the Province regarding the performance of the Services. The Contractor warrants that it has the qualifications and expertise to perform the Services. Statements regarding the performance of Services made by the Contractor in its response to a Service Request that is incorporated into, attached to, or otherwise included in Schedule A are representations and warranties of the Contractor and form part of this Contract.

3.2

The Contractor agrees to notify the Province in writing immediately of any changes to the Contractorâ&#x20AC;&#x2122;s corporate status.

3.3

The Contractor shall advise the Province if and when the Contractor removes any Client from the Program.

3.4

The Contractor shall: a) ensure that all employees, subcontractors, agents and volunteers who provide direct Services to Clients complete a criminal record check, including a vulnerable sector check, initially upon employment and every three years after the initial check b) review the results of the criminal record checks set out above and document these reviews in writing; and c) where the results of the criminal record checks indicate potential risk to Client(s), include in the Contractorâ&#x20AC;&#x2122;s review the reasonable

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precautions put in place by the Contractor to mitigate the risk to Client(s). 3.5

Contractor acknowledges and agrees that the Province may provide reasonable directions to the Contractor in order to address potential risks to Clients.

3.6

The Contractor shall immediately notify the Province in writing of any occurrence that could or may result in significant risk of physical and/or mental harm to a Client.

4. MINIMUM STANDARDS AND CERTIFICATION OR ACCREDITATION 4.1 The Contractor shall comply with Standards. 4.2

The Province shall provide the Contractor with a copy of the Standards applicable to the provision of Services under this Contract.

4.3

The Contractor shall comply with any amended Standard on receipt of notice of said amendment from the Province.

4.4

The Contractor acknowledges that if the Contractor does not comply with the Standards, the Province may do either or all of the following: a) require the Contractor to develop and carry out an action plan approved by the Province and Contractor to re-establish compliance with the Standards; and b) terminate this Contract in accordance with Article 19.1(c).

5. PROGRAM AND SERVICES AUDIT 5.1 In relation to the Services, if requested by the Province, the Contractor shall:

a) permit the Province, the Auditor General, or an agent of the Province to review, evaluate or audit the Program and Services, and any Program and Services related Records; b) provide copies of any Records that the Province, Auditor General, or an agent of the Province, requires in order to complete its review, evaluation or audit; c) allow the Province to access the Contractorâ&#x20AC;&#x2122;s premises and facilities, Services and Records during the Term;

within the timeframes required by the Province. 6. PAYMENT & FINANCE 6.1

The Province agrees to pay the Contractor a maximum sum of $____________ (Canadian funds), including expenses, to perform the Services. The Contractor shall be paid: a) Advance Funds for Expenditures and Services up to the maximum budget amount for a two-month period and subject to the provisions and timetable set out in Schedule B; b)

d) provide the Province with a copy of all Contractor policies and rules pertaining to the Program and Services provided under this Contract, and the Province undertakes not to release these policies and rules to any other person except with the consent of the Contractor or an obligation to release them under the FOIP Act or other applicable laws; and e) obtain any releases the Contractor needs to comply with the above Articles. 5.2 In relation to the Services, if requested by the Province, the Contractor shall: a) implement any reasonable recommendations resulting from a review, evaluation or audit of the Program or Services or Program and Services related Records conducted by or for the Province or the Auditor General; and b) provide reporting to the Province regarding implementation of recommendations from the review, evaluation or audit as set out in Article 5.2(a), in the form and Page A4 Updated December 12, 2016

Direct Service Costs for the performance of Services according to the rates as set out in and subject to a Referral Confirmation and up to the maximum budget amount set out in Schedule B. Such payment is subject to the Contractor submitting a completed Invoice and other supporting documentation required by the Province describing the Services for which payment is claimed;

c) Indirect Service Costs for the performance of Services up to the maximums for each budget line set out in Schedule B. Such payment is subject to the Contractor submitting a completed Invoice and other supporting documentation required by the Province describing the costs or Expenditures for which payment is claimed; d) Ancillary Program Costs for the performance of Services up to the maximum amount set out in Schedule B. Such payment is subject to the Contractor submitting a completed Invoice and other supporting documentation required by the Province describing the costs for which payment is claimed.

6.2

a) The Contractor shall submit completed Invoices within 25 days of the end of the month in which the Services were performed. The Province shall pay the Contractor as soon as reasonably possible, not to exceed 15 days of receipt of an approved Invoice provided the requirements of Article 6.1 have been met;

GST Registration Number is 1240 72513 RT0001. 6.7

The Province may deduct from all payments to the Contractor such amounts as are required by the Income Tax Act (Canada).

6.8

In the event it is determined by the Province, acting reasonably, that a Client has not received substantive Services during the Term in accordance with this Contract, and that the Client’s service outcomes were not met, the Province may require the Contractor to re-execute Services or re-pay the Province for the Services not performed.

6.9

Notwithstanding Article 6.1, the Province may withhold any payment if the Contractor fails to provide to the Province any financial reports or information required in this Contract within the stated period. The Province agrees to provide reasonable notice to the Contractor in advance of withholding any payment.

6.10

Where the Contractor is required to provide services to a Client:

b) If an Invoice is not approved by the Province, the Province will provide the Contractor with its reasons for such denial within 5 Business Days of receipt of the Invoice and the Contractor shall have the right to submit a corrected Invoice. 6.3

Advance Funds made under this Contract shall be received and held by the Contractor on account and applied to Expenditures as they are incurred and to the remuneration for Services as they delivered.

6.4

The Contractor shall apply the payments set out in Article 6.1 (a), (b), for the provision of Services and payment of Expenditures in accordance with Schedule B and any Referral Confirmation.

6.5

6.6

If, within one year after this Contract ends or terminates, the Province determines that a Surplus exists, the Contractor shall within 30 days of the Province's demand, repay part or the entire Surplus, as the Province directs. Such demand by the Province, if any, shall be considered a debt due to the Province. The Province represents and warrants that, as the purchaser of the Services provided under this Contract, no amount payable under this Contract is subject to the Goods and Services Tax (GST) or Harmonized Sales Tax (HST) under Part IX of the Excise Tax Act (Canada) as amended. The Government of Alberta’s

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a) in an urgent or extraordinary situation; or b) to accommodate a temporary adjustment to a Services model; and c) those services are additional to those set out in this Contract or any Referral Confirmation (“Exceptional Services”), the Contractor shall immediately notify the Province and provide substantiation for the request and, as soon as reasonably possible: d) the Province shall, in its discretion, decide whether to provide additional funding for the Exceptional Services;

e) if additional funding is to be provided, the Province will provide an updated Referral Confirmation to the Contractor for the Exceptional Services; and f) if no additional funding is to be provided, the Province will provide the Contractor with its written reasons within 5 Business Days unless circumstances warrant otherwise.

then that variance can be reallocated to the Ancillary Program Costs category on approval of the Province. 6.12

The Contractor must request in writing and have written approval from the Province for any reallocation exceeding the condition in Article 6.11.

6.13

The Contractor shall provide the Province with an updated Schedule B Term Budget to reflect any reallocation at minimum on a quarterly basis.

6.11 7. RECORDS AND REPORTING Reallocation without Approval 7.1 a) Subject to 6.11(b), in the event of variances during the Term, the Contractor may, without written approval of the Province, reallocate funds between categories 1, 2, 3 and 4 of Schedule B provided such allocation does not exceed 20% of the initial value of the originating category; Reallocation of Capital Expenditures b) In the event the Contractor wishes to reallocate funds to/from category 4 or wishes to reallocate funds within category 4, the following reallocations require written approval of the Province: i)

reallocations to/from categories 1, 2, or 3 from/to eligible capital expenditures; and

ii) reallocations to/from eligible capital expenditures from/to eligible operating expenditures;

The Contractor shall: a) keep and maintain in accordance with Canadian generally accepted accounting principles complete and accurate books, records and accounts relating to this Contract including all Referral Confirmations used to support invoicing, and, on demand, provide to the Province these documents to examine, audit and make copies and take extracts; b) keep the documents referred to in Article 7.1(a) for ten years following the completion or termination of this Contract; c) provide the Province with any reports required in accordance with Schedule D; d) provide the Province with a copy of an Auditorâ&#x20AC;&#x2122;s Report no later than 90 days after expiry of this Contract, or if this Contract is terminated, within 90 days after the date of termination; and

Reallocation into APC c) If, during the Term, or within 90 days after this Contract expires or is terminated, a positive variance is found in either category 1, 2, 3 or 4 Page A6 Updated December 12, 2016

e) in addition to Article 7.1 (c), provide information about the Services, to the Province, upon the request of the Province.

7.2

7.3

7.4

The Contractor shall provide to the Province a copy of its latest annual Consolidated Financial Statements no later than 90 days after the Contractor’s fiscal year-end. If the Consolidated Financial Statements are audited, the Contractor shall provide a copy of the Auditor’s Report. At the Province’s request, the Contractor shall provide an independently audited financial statement or Auditor’s Report at any time during the Term, and the Province agrees to pay the costs of the requested audit up to the maximum agreed upon by the Province and the Contractor.

a) assign or otherwise dispose of any of its rights, obligations or interests in this Contract; or b) subcontract the Services (other than as specified in Schedule A) without the prior written consent of the Province, which shall not be unreasonably withheld. 9.2

a) be responsible for remunerating the subcontractor(s);

The Contractor acknowledges that the Province is not liable for any deficit or any other financial loss incurred by the Contractor in the performance of this Contract.

b) be responsible for the performance and activities of the subcontractor(s); and

8. ORIGINAL NOTES 8.1

The Contractor shall allow the Province, or a person authorized by the Province, to inspect, review or copy any of the Contractor’s Original Notes, during and after the Term or termination of this Contract.

8.2

Notwithstanding Article 8.1, unless otherwise directed by the Province, the Contractor shall return all of its Original Notes to the Province in accordance with Schedule D.

8.3

If the Contractor is notified by the Province of a need to preserve Records, the Contractor agrees to preserve Records in accordance with any reasonable directions provided by the Province.

c) contractually obligate the subcontractor(s) to take action, or refrain from taking action, as necessary to enable the Contractor to fulfill its obligations under this Contract. 10. KEY POSITION REPLACEMENT 10.1

9.1

The Contractor shall not:

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If a key position is jointly identified by the Contractor and Province in Schedule A as having specialized skills or experience essential to perform specific Services for Clients, that position should not be replaced without the prior written approval of the Province, which approval shall not be unreasonably withheld.

11. COMPLIANCE 11.1

9. NON-ASSIGNABILITY AND SUBCONTRACTING

When the Contractor retains any subcontractor(s) in connection with performance of the Services, the Contractor shall:

The Contractor shall comply with the provisions of all laws, now in force or in force after the signing of this Contract, that expressly or by implication apply to the Contractor in performing the Services.

in and to the Materials in favour of the Province and the Province’s assignees and licensees. Upon request of the Province, the Contractor shall deliver to the Province copies of the waivers obtained from its employees, subcontractors and agents engaged in providing the Services.

12. MATERIAL OWNERSHIP In accordance with Schedule A: 12.1

12.2

Ownership of all Materials including any associated copyright, patent, trade secret, industrial design or trade mark rights belongs to the Province as they are made, prepared, developed, generated, produced or acquired under this Contract. The Materials shall be delivered to the Province upon completion or termination of this Contract, or upon request of the Province. Ownership of any work, information, Records or materials, regardless of form, including copyright, patent, industrial design or trademark which was owned by the Province, the Contractor or a third party prior to the Effective Date remain the property of each party respectively.

12.3

Where any work, information, Records or materials, regardless of form, including copyright, patent, trade secret, industrial design or trademark owned by the Contractor prior to the Effective Date (“Contractor Materials”) is reproduced or incorporated in the Materials, the Contractor grants to the Province a perpetual, irrevocable, nonexclusive, royalty-free license to use, reproduce or distribute those Contractor Materials, for any purpose.

12.4

The Contractor:

12.5

Prior to reproducing or incorporating any third party copyright materials into the Materials, the Contractor must obtain written permission from the copyright holder and provide the Province with copies of the written permissions that are satisfactory to the Province.

12.6

The Contractor shall cooperate with the Province in protecting the Province’s ownership or intellectual property rights in the Materials.

13. NON-DISCLOSURE OF INFORMATION 13.1

Except as provided in Articles 13 and 14, all information, regardless of form, including Personal Information, that is obtained, generated, provided or collected by the Contractor in the performance of the Services (the “Province’s Information"), shall not be disclosed or published by the Contractor without the prior written consent of the Province. The Contractor may disclose the Province’s Information to employees, subcontractors or agents of the Contractor who have a need to know for the purpose of performing the Services, provided that the Contractor has a confidentiality agreement with the agent or permitted subcontractor containing confidentiality provisions substantially similar to this Contract.

13.2

Subject to Article 14.2, the Contractor’s obligations in Article 13.1 do not apply to information or documents which:

a) irrevocably waives in whole all moral rights; and b) shall ensure that its employees, subcontractors, volunteers and agents irrevocably waive in whole all moral rights, Page A8 Updated December 12, 2016

a) are or become publicly available through no act or omission of the Contractor;

Services may be subject to disclosure under the FOIP Act. The Contractor further acknowledges that the FOIP Act applies to the Province’s Information collected, used or disclosed in the performance of Services, and the Contractor shall adhere to the FOIP Act in its collection, use and disclosure of any Personal Information.

b) are independently developed without benefit of the Province’s Information; or c) are received by or from a third party without restriction and without a breach of an obligation of confidentiality. 13.3

13.4

13.5

The Contractor shall retain the Province’s Information as confidential and shall make reasonable security arrangements against unauthorized access, use, disclosure, loss, destruction or alteration of the Province’s Information. The Contractor shall immediately advise the Province of any unauthorized access, use, disclosure, loss or destruction of the Province’s Information, and shall provide the Province any assistance reasonably required to rectify such a situation. The Contractor shall return or deliver the Province’s Information to the Province upon completion or termination of this Contract, or upon request of the Province.

14.3

The Contractor shall not collect, use or disclose any Personal Information under this Contract except as reasonably required to fulfill its obligations under this Contract, or as otherwise expressly authorized in writing by the Province.

14.4

Upon request, the Contractor shall, at the Contractor’s expense, and within five Business Days, provide to the Province any records that are requested under the access provisions of the FOIP Act that are in the custody or under the control of the Contractor. Should the Contractor receive an access request under the FOIP Act, the Contractor shall not respond to it, but shall immediately forward the access request to the Province for further handling.

14.5

In providing the Services the Contractor shall make every reasonable effort to ensure that Personal Information that is to be or is actually used to make a decision that directly affects an individual, is both complete and accurate. At the Province’s request, the Contractor must correct, within five Business Days of the request, Personal Information that the Contractor may have either collected or compiled about an individual pursuant to this Contract.

14.6

The Contractor shall:

The Province’s Information may be disclosed to the extent required by law or court order, provided that the Province is given reasonable notice and opportunity to seek to prevent or limit its disclosure.

14. FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY 14.1

14.2

For the purposes of this Article, the Contractor acknowledges that it is an Affiliate of the Province; The Contractor acknowledges that this Contract, including without limitation the name of the Contractor, fees payable, the Term, and details of the

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a) protect Personal Information against any unauthorized access, use, disclosure, loss, destruction or alteration;

b) immediately advise the Province of any actual or potential unauthorized access, use, disclosure, destruction or alteration of Personal Information and provide all reasonable assistance to the Province to prevent or remedy the same;

collected, maintained or stored by the Contractor to perform the Services contracted for under this Contract, including information initially transferred to the Contractor by the Province. 15. INDEMNITY AND LIABILITY

c) provide the Province with any information regarding the Contractorâ&#x20AC;&#x2122;s security measures that the Province may require to verify compliance with the FOIP Act; and

15.1

d) provide the Province with immediate notice of any request for disclosure of or access to Personal Information required by any court order, or required under any legal proceeding or as may otherwise be required or allowed by statute or legislation, to allow the Province sufficient time to object to the disclosure or access. 14.7

14.8

The Contractor shall store only in Canada all records of Personal Information which are disclosed to the Contractor under this Contract, including records that are collected, used or stored on behalf of the Province. The Contractor shall act on any direction that the Province may provide with regard to the use, collection, access, security, disclosure, alteration, loss or destruction of the Personal Information.

14.9

The Contractor shall ensure that any consent form used by the Contractor complies with all applicable municipal, provincial and federal laws.

14.10

The Contractor acknowledges that the FOIP Act and FOIP Regulation, and the Records Management Regulation, as amended from time to time, may apply to Original Notes, Personal Information, Materials and any other Records transferred to or created, obtained,

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Each party shall indemnify and hold harmless the other, its employees and agents against and from any and all third party claims, demands, actions, or costs (including legal costs on a solicitorclient basis) to the extent arising from a) that partyâ&#x20AC;&#x2122;s breach of this Contract; or b) the negligence, other tortious act or wilful misconduct of that party, or those for whom it is legally responsible, in relation to the performance of its obligations under this Contract.

15.2

The Contractor shall indemnify and hold harmless the Province against and from any loss or damage to the real or personal property of the Province to the extent arising from the Contractorâ&#x20AC;&#x2122;s breach of this Contract or from the negligence, other tortious act or wilful misconduct of the Contractor, or those for whom it is legally responsible.

16. INSURANCE 16.1

The Contractor shall, without limiting its liabilities or obligations under this Contract, insure its operations under a contract of general liability insurance in an amount not less than $2,000,000 inclusive per occurrence, insuring against bodily injury, personal injury, and property damage including loss of use thereof.

16.2

The Contractor shall maintain automobile liability insurance on all vehicles owned, operated or licensed in

the name of the Contractor and used in the performance of the Services in an amount not less than $2,000,000. 16.3

16.4

If applicable, the Contractor shall maintain Malpractice and/or Errors and Omissions insurance in an amount not less than $1 million per claim insuring liability resulting from malpractice and/or errors and omissions in the performance of professional services under this Contract. Such insurance is required to remain in place for a period of 12 months following the completion or termination of this Contract. When the Workersâ&#x20AC;&#x2122; Compensation Act (Alberta), as amended from time to time, applies, and upon request from the Province, the Contractor shall deliver to the Province a certificate from the Workersâ&#x20AC;&#x2122; Compensation Board showing that the Contractor is registered and in good standing with the Board. In the event the Contractor is performing work as defined in the Occupational Health and Safety Regulations and the Contractor is exempt from and does not carry Workersâ&#x20AC;&#x2122; Compensation insurance, then the Contractor shall hold and maintain equivalent insurance covering its staff with a limit of not less than $1,000,000 per occurrence during the Term.

16.5

The Contractor shall provide the Province with acceptable evidence of insurance, in the form of a detailed certificate of insurance, prior to commencing the Services and at any other time upon request of the Province.

16.6

The Contractor shall ensure that all its subcontractors obtain and maintain general liability insurance sufficient to meet the requirements in Article 16.1.

16.7

The Contractor shall provide the Province with 30 days advance written notice of cancellation of any insurance coverage.

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17. RELATIONSHIP OF PARTIES 17.1

The relationship of the Contractor to the Province in performing the Services under this Contract is that of an independent contractor, and nothing in this Contract is to be construed as creating an agency, partnership, joint venture or employment relationship between the Contractor and the Province.

17.2

This Contract is not a continuation of any other contractual relationship. This Contract shall end on termination or expiry and the parties acknowledge and agree that this Contract does not represent a commitment to any continuing relationship between the party beyond expiry or termination.

18. NOTICES 18.1

Any notice to be made under this Contract is to be made in writing, and is effective when delivered to the address or transmitted by fax to the fax number, as follows: The Province: ___ ___________________ ____ Address: ___ ___________________ ____ ___ ___________________ ____ ___ ___________________ ____ Attention: ___ ___________________ ____ Fax: ___

___________________ ____

a) without cause or reason by either party giving 90 days written notice to the other;

The Contractor: ___ ___________________ ____ Address: ___ ___________________ ____ ___ ___________________ ____ ___ ___________________ ____ Attention: ___ ___________________ ____ Fax: ___ ___________________ ____

b) at any time, by mutual agreement of the parties; c) by either party, with cause at any time without notice; or d) in accordance with Article 19.1(c) if: i. the Contractor does not implement the recommendations of the Province under Article 5.2; or ii. pursuant to Article 3.2, there is any significant change in the Contractorâ&#x20AC;&#x2122;s corporate status. 19.2

a) all Materials made, prepared, developed, generated, produced or acquired by the Contractor, or its employees, subcontractors or agents under this Contract are the property of the Province;

The parties respectively designate for the time being, the individuals identified in this Article as having the authority to give notice, and notice given by these individuals is binding on the party giving the notice. 18.2

Either party may change its information in Article 18.1 by giving notice to the other in the manner described in Article 18.1.

18.3

Any notice personally served or sent by fax shall be deemed received when actually delivered or received, if delivery or fax transmission is on a Business Day, or if not on a Business Day, on the following Business Day.

b) the Province shall only have to pay the Contractor for the Services completed in accordance with this Contract up to the effective date of termination; c) Surplus is calculated as of the effective date of termination; and d) The Contractor shall not be entitled to any loss of prospective profits, contribution to overhead or incidental, consequential or other damages because of termination pursuant to Articles 19.1(a) or (b).

19. TERMINATION 19.1

If this Contract is terminated:

This Contract may be terminated: 19.3

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Notwithstanding the above, the Province reserves the right to withhold payments

and suspend the provision of Services by the Contractor if the Contractor: a) in the reasonable opinion of the Province, jeopardizes the care, safety or health of any Client; or

this Contract, other than giving notice pursuant to Article 18.1. 21.2

The Contractor designates _____________ as the Contractor’s representative for communications and ongoing contact between the Province and the Contractor in matters relating to this Contract, other than giving notice pursuant to Article 18.1.

21.3

Either party may change its designated representative above by sending written communication to the other party of such change.

b) fails to comply with reporting requirements set out in the Contract. 19.4

If this Contract is terminated or expires: a) prior to such expiry or termination, the Contractor shall develop, in consultation with the Province, a transition assistance plan for transition of the Program or Services from the Contractor to any alternate Contractor; and

22. CONFLICT OF INTEREST AND ETHICAL CONDUCT 22.1

b) the Contractor shall, at no additional cost to the Province, provide answers to questions from any alternate contractor regarding the Program or Services, systems and any other Records provided by the Contractor to the Province on an “as needed” basis, for a period of three months or such other time period the parties agree to. 20. SAFETY AND SECURITY 20.1

The Contractor, its employees, subcontractors and agents when using any of the Province’s buildings, premises, equipment, hardware or software shall comply with all safety and security policies, regulations or directives relating to those buildings, premises, equipment, hardware or software.

21. PARTIES’ REPRESENTATIVES 21.1

The Province designates ______________ of the Department of _____________ as the Province’s representative for communications and ongoing contact between the Province and the Contractor in matters relating to

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The Contractor shall ensure that there is not a conflict of interest or an apparent conflict of interest on the part of the Contractor or its employees, subcontractors or agents in relation to the Services, and all Services shall be performed in accordance with high ethical standards, including without limitation the following: a) the Contractor and its employees, subcontractors and agents shall not influence, or seek to influence, or otherwise take part in a decision of the Province knowing that the decision might further their private interests; b) where the Services involve providing advice, making recommendations to the Province or exercising discretionary authority regarding a right, permission, privilege, status, contract or benefit, then such advice, recommendations or discretion must be provided, made or carried out impartially and without bias; c) except for payment as set out in this Contract, the Contractor and its employees subcontractors or agents

shall not accept any collateral gift, payment, commission or other direct benefit arising from or connected to the performance of the Services;

23.1

d) the Contractor and its employees, subcontractors and agents shall not have any financial interest in the business of a third party that causes, or would appear to cause, a conflict of interest in connection with the performance of the Services;

a) Article 5.1 Program and Service Audit b) Article 6.5 Repayment of Surplus c) Article 7 Records and Reporting d) Article 8 Original Notes e) Article 12 Material Ownership f) Article 13 Non-Disclosure of Information g) Article 14 Freedom of Information and Protection of Privacy h) Article 15 Indemnity and Liability i) Article 16 Insurance j) Article 19.2 Termination k) Article 19.4 Termination Assistance Plan l) Article 25.5 Remedies m) Article 25.7 Jurisdiction n) Article 25.10 Successors

e) the Contractor, upon request by the Province, shall deliver copies of all written ethical standards, conflict of interest policies and codes of conduct established or observed by the Contractor in its business practices or in relation to its employees, subcontractors or agents; and f) the Contractor shall comply with, and ensure that, its employees, subcontractors and agents comply with, the Lobbyists Act (Alberta), as amended from time to time. 22.2

In the event the Contractor becomes aware of any matter that causes or is likely to cause a conflict of interest in relation to the performance of the Services, the Contractor shall immediately disclose such matter to the Province in writing. Upon such disclosure, the Province shall notify the Contractor within five Business Days whether to suspend the performance of Services. In the event the Province directs a suspension of Services, the Contractor shall not commence or continue performance of the Services without the prior written consent of the Province. If the Province is of the opinion the Contractor or its employees, subcontractors or agents are in a conflict of interest, the Province may terminate this Contract.

23. SURVIVAL OF TERMS Page A14 Updated December 12, 2016

Notwithstanding any other provision of this Contract, those Articles which by their nature continue after the conclusion or termination of this Contract shall continue after such completion or termination, including without limitation the following:

24. DISPUTE RESOLUTION 24.1

The parties agree to resolve any dispute arising between them in respect of this Contract as efficiently and cost effectively as possible as follows: a)

at all relevant times the parties will make bona fide efforts to resolve any dispute by negotiations conducted in good faith;

b) in the event a dispute arises with respect to this Contract, either party may notify the other in writing of a request for dispute resolution. The notification shall set out the matter in dispute and propose an action plan for resolving the matter;

c) on receipt of the notice set out in 24.1(b) (“Notification Date”), both parties’ representatives agree to meet at their earliest convenience to discuss and resolve the dispute;

j) 24.2

d) if the parties are unable to resolve the dispute within twenty one (21) days of the Notification Date, or such period of time as may be mutually agreeable to the parties, the issue shall be referred to mediation; e) Mediation shall be commenced by a request for mediation by one of the parties (“Claimant”) delivered to the other party (“Respondent”). The request for mediation shall set out the matter in dispute. Within thirty (30) days of receipt of the request for mediation, the Respondent shall deliver a response to the Claimant specifying any additional matters which it considers also in dispute; f) Subject to Article 24.1(g), the mediation panel shall be composed of a representative of the Province and the Contractor and one mediator agreed upon by both the Province and the Contractor; g) The mediation panel shall conduct the mediation and determine issues in private and any decision by the panel shall state the reasons on which it is based; h) If the mediation panel is unable to resolve the dispute within twenty one (21) days of commencement of the mediation, or such period of time as may be mutually agreeable to the parties, the matter(s) shall be referred to the Minister for final resolution; i)

The Minister agrees to follow the rules of natural justice and procedural fairness in determining final resolution;

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the costs of any mediation shall be borne equally by the parties.

The parties shall continue the performance of their respective obligations during the resolution of any dispute under this Contract, including during any period of mediation, unless and until this Contract is terminated or expires.

25. GENERAL 25.1

In the case of conflicts or discrepancies among this document and the Schedules and any Schedules attached to this document, the documents shall take precedence and govern in the following order: a) The body of this document, and b) The Schedules to this document.

25.2

Time is of the essence of this Contract.

25.3

This Contract contains the entire agreement of the parties concerning the subject matter of this Contract and except as expressed in this Contract, there are no other understandings or agreements, verbal or otherwise, that exist between the parties.

25.4

Any waiver by either party of the performance by the other of an obligation under this Contract must be in writing, and such waiver does not constitute a continuing waiver of the performance of that obligation unless a contrary intention is expressed in writing.

25.5

The rights and remedies of the Province under this Contract are cumulative and any one or more may be exercised.

25.12

In this Contract words in the singular include the plural and words in the plural include the singular.

25.6

Unless otherwise provided for in this Contract, the Parties may amend this Contract only by mutual written agreement signed by the parties.

25.13

25.7

This Contract shall be governed by and interpreted in accordance with the laws in force in Alberta, and the parties irrevocably attorn to the exclusive jurisdiction of courts in Alberta.

This Contract may be executed in counterparts, in which case (i) the counterparts together shall constitute one agreement, and (ii) communication of execution by fax transmission or emailed in PDF shall constitute good delivery.

25.8

25.9

If any provision of this Contract is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision and everything else in this Contract shall continue in full force and effect, provided however that this Contract is not materially altered. If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the date of this Contract, performance of any provision of this Contract or any transaction contemplated hereby shall become impracticable or impossible, the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

25.10

This Contract shall be for the benefit of and binds the successors and assigns of the parties.

25.11

The headings in this Contract are inserted for convenience of reference only and shall not affect the meaning or construction of this Contract.

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Notwithstanding the dates noted below this Contract is made effective as of the Effective Date. HER MAJESTY THE QUEEN IN RIGHT OF ALBERTA, as represented by the Minister of Human Services Per: _________________________________ Signature _________________________________ Print Name _________________________________ Title _________________________________ Date

marika.giesen 16-11-7 2:55 PM Deleted:

Section Break (Continuous)

(Name of Contractor)

Per: _________________________________ Signature _________________________________ Print Name _________________________________ Title _________________________________ Date

NOTE: WHERE THE CONTRACTOR IS AN INDIVIDUAL AND NOT A CORPORATE ENTITY, INCLUDE THE FOLLOWING WITNESS LINE Witnessed by: _______________________ Signature Print Name: __________________________ Date:________________________________

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SCHEDULE A (SERVICES) SERVICES DESCRIPTION Program Information:

I - Contractor Philosophy/Principles of Service Delivery

Contractor Portion

II - Support Descriptions and Related Outcomes

II A - Category Descriptions: The Mission of the PDD program is to “Work with others so that adults with developmental disabilities can be included in community life and be as independent as possible”. PDD funded supports must contribute to and align with the PDD program’s Mission and be provided to the Client based on the Client’s assessed support needs and desired personal outcomes as set out in the Referral Confirmation. PDD funded supports will be provided in alignment with the Quality of Life Framework:

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Safe Clients

Safe Agencies

Efficiency

Effectiveness

Relevancy

Interpersonal Relations

PDD-funded services meet the assessed needs of adults with developmental disabilities and contribute to positive outcomes

Social Inclusion

Adults with developmental disabilities are engaged with and valued by their communities

Rights

Adults with developmental disabilities are supported to be as independent as possible

Selfdetermination

Adults with developmental disabilities maximize their personal well-being

Personal Development

QUALITY SERVICES

Emotional

COMMUNITY CONNECTEDNESS

Material

INDEPENDENCE

Physical

Domains

Pillars

WELL-BEING

II B - Home Living Support: Definition of Home Living Support: Services that are provided in a wide range of environments to assist Clients to live as independently as possible. Clients may receive the type and level of Services they require, from a few hours a week up to 24 hours a day. Services may be provided to one Client or shared with other Clients. The staff of the Contractor will typically, but not necessarily be obligated to, come into the Client’s home and may assist the Client in the community. (a)

“Home Living Support”: (i) Is for Clients in their housing arrangement such as a house, apartment or condominium that the Client owns or rents; (ii) Is flexible and varies based on Clients’ needs and needs of other people who live together; (iii) Can vary from a few hours a week up to 24 hours dependent on the Clients’ needs; (iv) Ensures Clients have the opportunity to create a home of their own that mirrors their lifestyle and identity; (v) Ensures household management decisions are made by the people who live there; (vi) Ensures Clients are able to exert ordinary measures of personal control; (vii) Ensures Clients experience personal safety and comfort; (viii) Ensures there are opportunities and experiences that reflect the pace of life as one’s own; (ix) Develops and then maintains daily living opportunities and experiences in home management; (x) Supports the Client in developing opportunities and experiencing social interactions; (xi) Supports the Client in developing opportunities and experiences for inclusion in the community; and (xii) Supports the Client with their personal wellness.

The Contractor will provide the following Home Living Support: Contractor Portion II C - Employment Support: Definition of Employment Support: Services that provide training to Clients for employment and provide workplace support for the purpose of maintaining paid employment. Funded Employment Services are determined on an individual basis and reflected in the Referral Confirmation. Employment Support options include: •

Employment preparation assists Clients in developing specific skills and knowledge for the purpose of obtaining paid employment. This may include training, post-secondary education, work-experience, career exploration and job search/development.

•

Employment placement assists Clients with maintaining paid employment. This assistance may include on-the-job support to help the Client meet employer expectations and/or the development of a work environment that supports the Client.

The Contractor will provide the following Employment Support:

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Contractor Portion

II D - Community Access Support: Definition of Community Access Support: Services that promote a Client’s inclusion in community activities and personal development through activities such as arts, education, recreation, community association programs and participation in the volunteer sector. • • •

Develops social opportunities for experiences in the community as directed by the Client; Develops and facilitates activities and opportunities to connect the Client to people within their community; and Provides opportunities for volunteerism.

The Contractor will provide the following Community Access Support: Contractor Portion

II E - Respite Support: Definition of Respite Support: Services that provide a break for primary, non-paid, and paid caregivers on a temporary basis. Services may be provided either in the Client’s home (in-home respite) or outside their home (out-of-home respite). • • •

The frequency and duration of Services depends on the needs of the Client and their caregiver and identified in the Referral Confirmation. Supports the Client that provides a break for primary caregivers on a temporary basis in the Client’s home or at another home; and Supports the Client in personal management, home management, social interaction and personal wellness.

The Contractor will provide the following Respite Support: Contractor Portion

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III – Provision of Information

To inform the Contractor about a prospective Client referral and to enable the Contractor to assess the Client’s support needs and the Contractor’s ability to provide services identified in the Client referral, the Province will provide the Contractor information relating to the Client’s support needs as is required to conduct this assessment. Without limiting the generality of the foregoing, this includes the PDD Outcome Plan (for new Clients being referred under this Contract), assessments including current and previous risk assessments, functional assessments, medical, psychological and social assessments, critical incidents, action plans and monitoring data.

IV – Referral Confirmation

Once it has been confirmed that the Contractor is able to provide services the Referral Confirmation will be sent to the Contractor as part of the Service Design and Planning process, outlined in the PDD program policy as detailed in Appendix 1.0 to Schedule B, attached to this Contract. Clients receiving Services under this Contract will be referred to the Contractor by the Province using the Referral Confirmation, attached as Appendix 1.0 to Schedule B, which will contain, at minimum, the following information: • • • • •

Approved PDD-funded Services Quality of Life Service outcomes; Term of Services; and Monthly Client Allocation (monthly and total over the Contract Term); and PDD Outcome Plans (only for new Clients being referred under the Contract).

V - Client Planning Process

Once a Client is referred to the Contractor by the Province in accordance with this Contract, the Services provided to the Client will be based on the Referral Confirmation. The Contractor and the Client, along with the Province' staff and the Client’s family/support network, will work together to develop the Client’s Individual Support Plan which shall contain the following: • •

The Client’s desired outcomes in relation to the domains The Client’s goals

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• • • • • •

Important and relevant assessed support needs Specific support strategies Measureable support objectives Who will implement the support strategies Timelines for review Monitoring requirements

Contractor shall provide a copy of the Client’s Individual Support Plan to the Province no later than 90 days following the commencement of Services under the Contract. PDD staff will participate in the development and monitoring of the Client’s Individual Support Plan. All Services provided by the Contractor to the Client under this Contract will be provided in a manner that helps the Client to reach their desired outcomes as set out in the Client’s Individual Support Plan. The Client’s Individual Support Plan will be reviewed with the Client at least annually and updated by the Contractor as required.

VI – Contractor Exit Process

Contractor Portion •

Describe the conditions under which Services to Clients will be withdrawn:

•

Describe the process used for withdrawal of Services:

VII – Key Positions (if any)

Key Positions Subject to Article 10 of the Contract, the parties agree that the following Contractor’s positions have specialized skill or experience essential to perform the Services for Clients (if any): Position (if any) (Name) (Name) (Name)

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Service/Project Role (Role) (Role) (Role)

VIII â&#x20AC;&#x201C; Deliverables and Intellectual Property (if any)

For the purposes of Article 12 of the Contract, the parties agree that the following deliverables and intellectual property are subject to the provision: [List deliverables/intellectual property paid for by the Province pursuant to this Contract (if any)]

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APPENDIX 1.O TO SCHEDULE A (STANDARDS)

The Quality Assurance Standards, Protocol, PDD Program Polices and any other certification, accreditation, registration or other minimum standards outlined in this Appendix shall together constitute the Standards for this Contract: 1. Quality Assurance Standards The Contractor shall comply with the following service standards as issued or approved by the Province. Such service standards may be amended from time to time by the Province and such amendments will be provided by the Province to the Contract via the notice under the Contract. [Insert] 2. Protocol Means the Abuse Prevention and Response Protocol attached to this Appendix and as amended from time to time by the Province and such amendments will be provided by the Province to the Contract via the notice under the Contract. 3. PDD Program Policies Means the PDD Program Policies attached and as amended from time to time by the Province and such amendments will be provided by the Province to the Contract via the notice under the Contract. 4. Other Standards If Certification or Accreditation Standards, Registration or other Minimum Standards are required, state the name of Accrediting, Certifying, or Registry Organization and the Date of Accreditation, Certification or Registration Expiry For example: the Contractor will obtain and maintain its accreditation from an accreditation body approved by the Minister of Human Services or any subsequent Minister with jurisdiction over the accreditation of Contractors under the Persons with Developmental Disabilities Services Act, and will provide evidence of accreditation to the Province upon reasonable request.

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ATTACHMENT 1.1 PROTOCOL [ATTACH OR PROVIDE A LINK TO THE PROTOCOL]

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ATTACHMENT 1.2 PDD PROGRAM POLICIES [ATTACH OR PROVIDE A LINK TO THE POLICIES]

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SCHEDULE B (PAYMENT ) 1. Pricing A)

Advance Payments The Province agrees to provide the Contractor with Advance Funds based on the schedule set below. The Province shall deposit into the designated bank account of the Contractor: Deposit Sum (a) (b) TOTAL ADVANCE FUNDS PAYABLE:

Approximate Date

Payments made pursuant to this Schedule and the Contract shall be received by the Contractor on account and applied to Expenditures as they are incurred and to the remuneration for Services as they are delivered. B)

Direct Service Payments Direct Service Payments under the Contract will be provided at the rates specified, and for the Services outlined in the associated Referral Confirmation for a particular Client.

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2. Maximum Payments and Budget Term Budget I.

DIRECT SERVICE COSTS:

Total Direct Service Costs reflect the maximum funding available under the Contract for the provision of direct client services which are payable as a function of Referral Confirmations. Category 1

Description

Value

TOTAL DIRECT SERVICE COSTS: Front Line Staff Costs (currently direct delivery costs)

$ [Up to $ for Term of Contract]

The parties will identify a lump sum allocation that is a percentage of the initial Total Direct Service Costs. This sum will be allocated against both Indirect Service Costs and Ancillary Program Costs (APC) funding. In particular, this lump sum is to be allocated between categories 2, 3, 4 and APC. II.

INDIRECT SERVICE COSTS:

In addition to funding for direct client services, the Contractor is paid for Indirect Service Costs and may also receive funding for Ancillary Program Costs (APC) as noted below.