Resolutions Diversion Program

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Agreement for Misdemeanant Jail Reduction Program This Agreement sets forth the terms and conditions applicable to the supplying of a Misdemeanant Jail Reduction Program to Butler County, Ohio ("Butler County") by Resolutions; Community Solutions, Inc. (“Service Provider”). IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, BUTLER COUNTY AND RESOLUTIONS; COMMUNITY SOLUTIONS, INC. AGREE AS FOLLOWS: 1.

DESCRIPTION OF SERVICES

Service Provider shall provide the Misdemeanant Jail Reduction Program (hereafter “MJRP”) described in this Agreement to Butler County as requested by the Butler County Department of Court Services may request from time to time. Such MJRP shall be those services described in Butler County’s bid invitation and Service Providers’s bid documents. There is no minimum quantity of work guaranteed to the Service Provider although it was assumed for bidding purposes that costs should be based on a minimum of 243 offenders. 2.

COMPENSATION

During the term of the contract Service Provider shall be compensated by Butler County for providing the services described in Attachment A according to the price schedule attached hereto in Attachment A. Upon Service Provider's presentation of an invoice and supporting documentation, Butler County will review for accuracy and either approve or reject such invoice. Butler County shall pay Service Provider within thirty (30) days of any approved invoice and Service Provider may agree to special terms which may be negotiated outside the terms of this Agreement. The maximum compensation contemplated as being payable under this Agreement is Eighty-five thousand seven hundred seventy-seven Dollars ($85,777.00). No separate provision has been negotiated for reimbursement of the expenses of the MJRP. 3.

SERVICE PROVIDER IS AN INDEPENDENT CONTRACTOR

In all matters relating to this Agreement, Service Provider agrees that it will be providing these services as an independent contractor and not as an employee, agent, representative or joint venture partner of Butler County. Service Provider shall not enter into any contract or commitment on behalf of Butler County. Service Provider understands and agrees that it will not

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be a participant in any County benefit plan or receive any other benefits from Butler County other than the compensation provided for herein. Service Provider promises to pay all of Service Providers appropriate federal or state or local income taxes, including estimated tax payments if applicable. 4.

TERM

This Agreement shall be effective as of July 23, 2003, (the "Effective Date") and shall expire on July 22, 2004. This Agreement and the MJRP, as it may be amended from time to time, may be extended at Butler County’s option for an additional one (1) calendar year provided funding is renewed to support the program. 5.

WARRANTY Service Provider represents and warrants to Butler County that:

(a) it has the experience and ability in the field of rehabilitation and correction, and in such other related fields and disciplines as is necessary to perform all required professional and non-professional services by this Agreement with a high standard of quality, and, where appropriate, to the highest standards of professional care in the local professional community in the field; (b) Service Provider's services, which will be relevant and helpful to achieving desired rehabilitative outcomes, shall be performed in a timely, professional, and deliberate manner, and all equipment, materials and reports furnished to Butler County or other offices responsible for monitoring Service Provider’s activities will be as represented by Service Provider and suitable for MJRP documentation and other intended purposes; (c) it has the right to enter into and fully perform this Agreement, and no service, equipment, materials or reports furnished hereunder will in any way infringe upon or violate any applicable law, rule or regulation, nor will it breach any contract with a third party or any rights of any third person, including, without limitation, rights of patent, trade secret, trademark or copyright and Service Provider represents and warrants it has employed and will continue to employ sufficient employees and independent contractors to enable it to carry out its duties under this Agreement throughout the term of this Agreement; (d) all individuals Service Provider employs to perform the services required under this Agreement: (i) are legally authorized to reside in the United States and perform the type of work for which they are provided hereunder; (ii) have a valid Social Security number; 2

(iii) except as agreed to by Butler County pursuant to Paragraph 9 hereunder, are employees of Service Provider for whom Service Provider issues W-2s and makes all appropriate tax payments and tax withholding; (iv) have gone through Service Provider's background checks, including criminal and credential verification which meet Butler County guidelines; and (v) have passed such background check; (vi) are legitimately credentialed and possessed of the education, skill and experience represented to Butler County; (e) Service Provider and all individuals it employs to perform services hereunder will comply with all Butler County's policies, rules and regulations which by their terms are applicable to Butler County's consultants working in the MJRP; and (f) any software furnished or developed under this Agreement is designed and shall perform so that Butler County shall not experience abnormal software operation, system crashes or aborts, or obtain invalid and/or incorrect results from the use of the software. (g) all information contained in Service Providers bid packet was true, complete, and accurate to the best of Service Provider’s collective knowledge, information and belief as the same was formed following reasonable inquiry. 6.

INDEMNITY

Unless due solely to the negligence or other wrongful act or omission of Butler County, Service Provider shall defend, indemnify and hold harmless Butler County, the Butler County Commissioners, all Butler County Courts, Butler County Department of Court Services, and all Butler County employees and elected office holders, from all losses including attorneys' fees and court costs incurred by, or claims made against, Butler County as a result of Service Provider's performance under this Agreement, the negligence or willful misconduct of Service Provider's employees and/or Service Provider's breach of the representations or warranties herein. This indemnity shall not limit any other obligation of Service Provider to indemnify Butler County. Butler County and Service Provider agree to cooperate and share information in the defense all litigation brought by program participants involving this Agreement or the MJRP . 7.

PARTICIPANT AND PROVIDER SECURITY AND SAFETY CONSIDERATIONS

Service Provider shall conduct the MJRP in such a manner as to further proper security, care, custody, control and treatment of program participants. Should a program participant threaten harm or actually inflict or cause others to inflict injury on himself, another program participant, a Service Provider contractor or employee, Service Provider shall report the same to the Butler County Department of Court Services so that a clear and complete report of the events can be taken. Service Provider shall take no disciplinary punishment of program participants but 3

may cause a “problem” program participant to be expelled from the MJRP. Any program participant who is expelled or suspended from the MJRP shall be reported to the Butler County Department of Court Services. Upon discovery of a disqualifying consideration or circumstance of a program participant, Service Provider shall inform the Butler County Department of Court Services in order for an appropriate decision to be made about continued participation. Service Provider shall have the right to initially refuse to accept into the MJRP any potential or accepted program participant whose participation Service Provider believes would be counterproductive to a desired outcome. Service Provider shall have the same right to remove from the MJRP any program participant whose participation Service Provider believes would be counterproductive to a desired outcome. Service Provider shall keep program participants who pose a danger to one another separated and maintain, at all times, proper care, custody and reasonable control all program participants. Within budget constraints, Butler County shall satisfy all reasonable security concerns of Service Provider within Butler County-operated facilities. 8.

CONFIDENCES AND SECRETS

Service Provider acknowledges that this Agreement creates a separate confidential relationship between Service Provider and Butler County. That confidential relationship is the basis on which Butler County has disclosed and may in the future disclose Butler County confidential information pertaining to the services to be provided in this Agreement. Such information shall be a confidence or secret of Butler County. Butler County may also disclose information disclosed to Butler County in confidence by a third party. Service Provider shall hold such information in strict confidence, and shall neither disclose the same to any third party nor use it for purposes other than providing services hereunder, without Butler County's prior written consent. This secrecy obligation shall not apply to information that is or becomes generally available to the public as a matter of record other than as a result of a breach of this Agreement by Service Provider. Service Provider shall safeguard all material, whether written or otherwise, which Butler County supplies to it and shall not copy or duplicate such materials without Butler County's prior written consent. 9.

INSURANCE

Before the performance of any services hereunder, Service Provider will furnish Butler County with insurance certificates certifying that the following insurance coverages are in effect, and that Butler County will be given thirty (30) days' written notice prior to any cancellation or material change. --

Workers Compensation Insurance in accordance with the laws of Ohio;

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Commercial General Liability Insurance, including contractual liability with 4

limits of not less than $1,000,000 applicable to bodily injury, sickness, or death in any one occurrence, and not less than $1,000,000 for loss of or damage to property in any one occurrence. -Automobile Liability Insurance. Covering owned, non-owned, hired and all vehicles used by the Service Provider with limits of not less than $300,000 applicable to bodily injury, sickness, or death of any one person and not less than $100,000 for more than one person in any one occurrence, and not less than $100,000 for loss of or damage to property in any one occurrence. Service Provider and its subcontractors shall furnish to Butler County satisfactory evidence of insurance coverage by attaching a Certificate of Insurance form which is incorporated herein by this reference. Service Provider shall maintain insurance in such amounts and coverages as shown in the Certificate of Insurance form for the duration of the Agreement and shall ensure that Butler County is added as an additional insured on the coverage. 10.

BUTLER COUNTY NAME

Without Butler County's prior written approval, Service Provider shall not publish or use any advertising, sales promotion or publicity matter relating to services, equipment, materials, products and reports furnished by Service Provider wherein the name of Butler County, its subsidiaries, and/or affiliates are mentioned or their identity implied without the consent of the Butler County Commissioners. 11.

SUBCONTRACTING

Service Provider may hire subcontractors to perform services hereunder but Butler County has the right to require Service Provider to discontinue the use of a subcontractor or a subcontractor’s employee(s). Service Provider shall be responsible to Butler County for the performance of all such subcontractors. Butler County may require any and all such subcontractors to sign agreements with Service Provider which bind the subcontractors to abide by the terms and conditions hereof, including client confidentiality and compliance with state and federal laws and regulations. Upon the request of Butler County, Service Provider shall furnish Butler County with copies of its subcontractor employment agreements. In addition, Service Provider agrees that it is Service Provider's responsibility to ensure that such subcontractors make all appropriate tax payments or tax withholding in relation to any of subcontractor's employees provided to Butler County through Service Provider hereunder. 12.

RIGHT TO AUDIT Butler County and its authorized representative may from time to time, upon reasonable 5

notice, audit Service Provider for the sole purpose of determining Service Provider's compliance with its obligations under this Agreement or breach of the same. Service Provider shall make available such of its personnel, records and facilities as are reasonably requested by Butler County for the conduct of such audit. 13.

TERMINATION

Butler County shall have the right to terminate this Master Agreement at any time without cause, and may without further liability to Service Provider enter into separate and duplicate agreements for others to provide MJRP or similar program services. Service Provider shall have the right to terminate its obligations under this Agreement at any time without cause after sixty (60) days written notice to enable Butler County to make arrangements to secure substitute MJRP services if it wishes to do so. Upon termination by Butler County, Service Provider shall immediately discontinue all services to Butler County. In case of termination, Butler County shall have no liability to Service Provider except to pay for authorized work performed to the date of termination and any additional work separately authorized in writing. Upon termination, Service Provider shall return all copies of the terminating party's data, records or other materials and deliver to the terminating party all work in progress, including incomplete work. 14.

GOVERNING LAW

This Agreement shall be construed under and governed by the laws of the State of Ohio. The duties, obligations, rights and remedies under this Agreement are in addition to and not in limitation of those otherwise imposed or available by law. 15

ENTIRE AGREEMENT AND AMENDMENT

This Agreement is the complete understanding of the parties in respect of the subject matter of this Agreement and supersedes all prior agreements relating to the same subject matter. The parties may modify this Agreement only by written instrument signed by each of the parties hereto. 16.

FAILURE TO ENFORCE NOT A WAIVER

Failure by either party to enforce a provision of this Agreement shall not constitute a waiver of that or any other provision of the Agreement. 17.

PARTIAL INVALIDITY The invalidity or unenforceability of any provision of this Agreement shall not affect the 6

validity or enforceability of any other provision of this Agreement. 18.

RIGHT TO HIRE

Butler County shall have the right to hire individual(s) employed by Service Provider as a Butler County permanent employee. In the event Butler County elects to hire any such individual, Service Provider agrees that: (i) Service Provider shall not be entitled to a placement fee of any kind; and (ii) Service Provider shall make no claim against the Butler County or any such individual. 19.

OVERTIME

Service Provider agrees to comply with all federal and state employment laws and regulations on conditions of employment, hours of employment, and rates of pay for hours of service. 20.

AGREEMENT INCLUDES REQUEST FOR PROPOSAL AND PROPOSAL

The Request for Proposals for this Agreement and Service Provider’s response thereto shall be considered a part of this Agreement as if they were fully reprinted here. 21.

HIPAA COMPLIANCE

Service Provider agrees that this Agreement shall serve as a business associate agreement as the same is known and defined in the Health Insurance Portability and Accountability Act. Service Provider further agrees to abide by the federal laws and regulations which comprise the Health Insurance Portability and Accountability Act in the handling of “private health information” of program participants. 22.

LIAISON WITH BUTLER COUNTY

Service Provider will communicate with Butler County, and Butler County will communicate with Service Provider through Gary Yates, Court Administrator, whose regular mail address is Butler County Courthouse, High Street, Hamilton, Ohio 45011 and whose e-mail address is [email protected] and whose phone and fax numbers are 785-5816 and 785-5815. Service Provider understands that this person is the only person in Butler County who is authorized to ask Service Provider to perform services or incur expenses, and Service Provider agrees and promises not to perform services or incur expenses for which Service Provider expects payment from Butler County at the direction of any other person. 7

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DISPUTE RESOLUTION

If any dispute should arise between Butler County and Service Provider, the parties will do their best to resolve it by mutual good faith negotiation which shall initially be between Service Provider and Butler County Liaison. If the dispute cannot be resolved in that matter, Butler County and Service Provider agree that Service Provider will make a written submission of a description of the dispute and the actions Service Provider wants Butler County to take. Butler County will provide this statement to the person to whom Butler County Liaison reports, and Service Provider shall be offered the opportunity to meet personally with this person. If the dispute cannot be resolved at that point, either party is free to pursue whatever legal or other actions they feel appropriate. 24.

ASSIGNMENT

It is anticipated that Service Provider will perform the MJRP services for Butler County through its employees and its subcontractors. Service Provider will not assign this agreement or any work under it to anyone else without the written consent of Butler County. Service Provider and Butler County have read and agree to accept an be mutually bound by this Agreement by signing and returning this Agreement, or by commencing performance of the Agreement. Resolutions; Community Solutions, Inc. 520 Eaton Avenue Hamilton, Ohio 45013

Butler County, Ohio Board of County Commissioners 315 High Street, 6th Floor Hamilton, Ohio 45011

__________________________ By:

_______________________________ Jean Glowka By: Michael A. Fox, President President Of Board _______________________________ Charles R. Furmon Vice President 8

_______________________________ Courtney E. Combs Member

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EXHIBIT A -- RATE SCHEDULE

Where a particular service could involve more than one participant per session, the basis for the cost calculation shall be per class session and not per individual participant in a class session.

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EXHIBIT B- CERTIFICATE OF INSURANCE

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