HomeMy WebLinkAboutEMSA Correctional Care,Inc.
Augusta Richmond GA
DOCUMENT NAME: ~\'<)~ c.o'({ec~()\\oJ. Qn'(e, \(1(.
DOCUMENT TYPE: OCC'< e.ernertt
YEAR: C\\
BOX NUMBER: t:S-\
Fll..E NUMBER: \'3-\ ~S
NUMBER OF PAGES: \C
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HEALTH SERVICE AGREEMENT
This Agreement entered into this I~day of December 1997, by and between Augusta,
Georgia, a political subdivision of the State of Georgia (hereinafter referred to as "CAG") and
EMSA CORRECTIONAL CARE, INC. (hereinafter referred to as EMSA").
WHEREAS, CAG is charged by law with the responsibility for administering, managing and
supervising the healthcare delivery system for the following correctional facilities: Augusta-
Richmond County Detention Facility, Augusta-Richmond County Law Enforcement Center,
Augusta-Richmond County Correctional Institution ("Facilitiesj; and
WHEREAS, EMSA desires to provide, and CAG desires to engage EMSA to provide, such
services for Facility under the terms and conditions set forth herein;
NO~ THEREFORE, with intent to be legally bound, and in consideration of the covenants
and promises hereinafter made, the parties agree as follows:
1. REPRESENTATION AND WARRANTIES
1.1 As to EMSA:
EMSA warrants that it is a Florida corporation whose business includes providing
correctional healthcare services and that it is authorized to do business in the State of Georgia.
EMSA furt(1er agrees: (a) that it has or shall obtain all licenses necessary to render healthcare
services in ccordance with this Agreement; (b) that it shall require that all its employees at the
Facility shall ssess the professional licenses necessary to render medical services required by
this Agreement; d (c) that the representative(s) executing this Agreement has been duly
authorized to executet~is Agreement on its behalf.
1.2 As to CAG:
CAG warrants that. it \~s duly authorized to enter into this Agreement on behalf of the
Facilities so as to promote the delivery of quality health care to inmates in accordance with
applicable laws. CAG shall designate a Health Services Representative who shall have the
authority to act on behalf of CAG in carrying out this Agreement.
2. HEALTH CARE SERVICES
2.1 General Engagement.
CAG hereby engages EMSA to provide or arrange for the delivery of reasonable and
necessary medical care and dental care as well as mental health care (at least equal to the staffing
matrix set forth in EMSA's proposal to CAG) to individuals under the custody and control of CAG
and sentenced to and incarcerated at the Facilities ("Inmates"), and EMSA hereby accepts such
engagement according to the terms and provisions hereof.
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2.2 Scope of Services.
EMSA will provide on a regular basis professional medical, dental and administrative
services for the Inmates, including a program for preliminary screening of Inmates upon arrival at
the Facility, a comprehensive health evaluation of each Inmate following admission to the Facility
in accordance with applicable laws and regulations, regularly scheduled sick call, nursing
coverage, regular physician visits on-site, infirmary care, hospitalization, medical specialty services,
emergency medical care, medical records management, pharmacy services, health education and
training services, a quality improvement program, administrative support services, and other
services, all as more specifically described hereinafter. . Additionally, EMSA shall provide mental
health care to the extent consistent with the staffing matrix set forth in EMSA's proposal to CAG.
EMSA represents and warrants that the scope of the services and personnel provided by EMSA
will be sufficient to provide the scope of services set out in paragraph VII of the bid specifications
provided to EMSA by CAG, which. portions of said bid specifications are specifically incorporated
herein by reference.
2.3 Specialty Services.
EMSA will provide specialty services (e.g., laboratory services) on-site to the extent
reasonably possible. To the extent specialty care is required and cannot be rendered on-site,
EMSA will make appropriate off-site arrangements for the rendering of such care.
2.4 Emergency Services.
EMSA will provide emergency first aid treatment to Inmates, visitors and Facility staff as
necessary and appropriate on site. In the case of Inmate emergency conditions which cannot be
appropriately treated on site, transportation to an appropriate Hospital emergency department shall
be arranged as described in Section 2.8 below.
2.5 Hospitalization Services.
EMSA will arrange for the admission of any Inmate who, in the opinion of the on-site
Medical Director, requires hospitalization, and will bear the costs thereof up to the limits set forth
herein. EMSA will be responsible for costs associated with hospitalization, all off-site and on-site
specialty services, inclusive of diagnostic procedures, and emergency transportation services.
"Hospitalization" refers to those services which will be rendered in a licensed hospital which
provides comprehensive adult medical care. Such services include inpatient hospitalization,
ambulatory surgery, emergency ambulatory care, diagnostic and therapeutic radiology, laboratory
and pathological capabilities, and physical medicine capabilities. "Off-site medical specialist care"
refers to those services rendered by licensed medical specialists which are not provided on site at
the Facility, and which are provided off-site in a hospital, physician's office or clinic, or other
medical facility.
2.5.0.1 EMSA will not be responsible for the cost of outside medical services which costs are
incurred prior to an Inmate being physically booked into the Facilities covered by this Agreement.
2.5.0.2 EMSA's liability for hospital and off-site medical specialty costs excludes any
inmate who is hospitalized at the inception date of this Agreement.
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2.6 Infant Care.
EMSA will provide health services to any pregnant Inmate, but health care services
provided to an infant following birth will not be the responsibility of EMSA.
2.7 Elective Medical Care.
EMSA will not be responsible for elective medical care to Inmates. For purposes of the
agreement "elective medical care" means medical care which if not provided would not, in the
opinion of EMSA's Medical Director, materially jeopardize or impair the Inmate's health. In the
event of a dispute between the EMSA's Medical Director and the designated representative of
Facility regarding elective medical care, EMSA will state in writing to the Facilities reasons why the
medical care is deemed to be elective.
2.8 Transportation Services. .
To the extent any Inmate requires off-site health care treatment (hospitalization, specialty
services, etc.), the Facility will provide appropriate transportation services as requested by EMSA.
In the event of an emergency, EMSA will coordinate with the Facility's office for emergency
transportation to be provided at the expense of EMSA.
2.9 Unauthorized Absence.
To the extent medically appropriate, EMSA agrees to render on-site medical services to
Inmates for injuries incurred prior to incarceration, or while the Inmate was away from the Facilities
and in the custody of CAG, but will not be responsible for payment of off site changes and in no
event shall EMSA be liable for or responsible for the payment of:
2.9.0.1 any claim, liability, cost or expense arising or incurred at any time in
connection with treatment of any Inmate's injury if such injury occurred during any period of an
Inmate's excused absence because of a furlough or;
2.9.0.2 any claim, liability, cost or expense arising or incurred while the Inmate was
away from the Facility during an unauthorized absence but prior to the Inmate being taken into the
custody and control of CAG's officers.
2.10 Periodic Reports.
EMSA shall submit monthly and other periodic reports to the Director of Facility or the
Facilities' Health Services Representative, concerning and reflecting on the overall operation of the
Inmates committed to the custody of CAG. Such reports shall be submitted on a regular, periodic,
or as requested basis to be determined by mutual written agreement of EMSA and CAG. EMSA
will fully cooperate with CAG to respond to reporting requests reasonably necessary to support any
provision or section of this Agreement, without any additional charge, fee or assessment to CAG.
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3. PERSONNEL
3.1 Staffing.
3.1.0.1 EMSA will provide a . licensed . physician Medical Director who will provide
medical services to inmates and who will be responsible for overall clinical direction of medical and
dental services rendered to inmates. The Medical Director will be on site at the Facility an average
of 15 hours per week and will provide for a backup physician on call for emergencies 24 hours per
day, seven (7) days per week. EMSA will provide a licensed dentist for on site dental services to
inmates for an average of 12 hours per week with an on-call backup for emergencies.
3.1.0.2 Additionally, EMSA will provide nursing and clerical support personnel
necessary for the rendering of health care services to inmates, at least equal to the weekly staffing
matrix included as Exhibit "A" of this Agreement.
3.2 Licensure, Certification and Registration.
All professionals provided or made available by EMSA to render services hereunder will be
licensed, certified or registered, as appropriate, in their respective areas of expertise pursuant to
applicable law, in the State in which Facilities are located.
3.3 Satisfaction with Health Care Personnel.
If CAG should become dissatisfied with any health care personnel or professionals
provided by EMSA hereunder, EMSA, in. recognition of. the sensitive nature of correctional
services, will, following receipt of written notice from CAG's designated health services
representative of its dissatisfaction and the just cause reasons thereof, exercise its best efforts to
resolve the problem and, if the problem in not resolved, remove the individual about whom CAG
has expressed its dissatisfaction. The just cause reasons cannot be in violation of Section 3.5 of
this Agreement. EMSA will be allowed a reasonable time to find an acceptable replacement,
without being charged any penalties hereunder.
3.4 Use of Inmates in the Provision of Health Care Services.
Inmates will not be employed or otherwise engaged by either EMSA or CAG in the direct
rendering of any health care service. Inmates may be used in positions not involving the provision
of health care services directly to Inmates as EMSA and CAG may mutually agree.
3.5 Discrimination.
EMSA will recruit, select, train, promote, transfer and release its personnel, as
contemplated hereunder, without regard to race, color, religion, national origin, handicap, Vietnam
veteran status, age or sex (except where age, sex or handicap is a bona fide occupational
qualification).
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3.6 Restrictive Covenant.
Recognizing, among other things, the unique services provided by the employees,
subcontractors and agents of EMSA during the term of this Agreement, CAG will not, directly or
indirectly, solicit, engage or permit to be engaged at the Facility said employees, subcontractors or
agents of EMSA during the term of this Agreement (including any renewals thereof) and for a
period of one (1) year thereafter without the prior written consent of EMSA, provided, however, that
this limitation shall not apply to persons who were employed at the Facility immediately prior to the
commencement of EMSA's services hereunder.
3.7 Pre-existing Medical Staff.
In selecting staff for the provision of services hereunder, EMSA will give first consideration
to health care personnel currently engaged at and working at the Facilities if such current
employees or agents are not bound by non-compete agreements.
3.8 Status of EMSA Employees.
All persons 'and/or health care personnel engaged by EMSA pursuant to this Agreement
and any employees of EMSA shall not be considered employees of CAG, the Augusta-Richmond
County Commission, nor the Sheriff of Richmond County. Neither CAG, the Augusta-Richmond
County Commission, nor the Sheriff of Richmond County will be considered or deemed to be
engaged in the practice of medicine or other professions practiced by these professionals, and will
not exercise control over the manner or means by which these independent contractors perform
their professional duties.
4. ACCREDITATION
4.1 Accreditation.
EMSA warrants and agrees that the services provided by EMSA pursuant to this Agreement
shall meet the standards sufficient to achieve and/or maintain MAG and National Commission on
Correctional Health Care for Jails accreditation for the health care delivery system at the Facilities.
It is specifically understood by EMSA that the Facilities are currently accredited and after the first
year of this Agreement if said accreditations are not maintained then EMSA will be deemed in
breach of this Agreement. If the accreditations are not maintained due to inadequate staffing
levels of health care personnel and/or inadequate services provided by EMSA under this
Agreement, EMSA will, at its sole expense without any increase in the contract price, provide
further staffing and/or services to reestablish such accreditation(s).
5. EDUCATION AND TRAINING
5.1 Inmate Health Education.
EMSA will conduct an ongoing health education program for Inmates and Correctional
officers at the Facility with the objective of raising the level of Inmate health and health care. This
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health care education program will include, at CAG's request, programs in first aid, signs and
symptoms of chemical dependency, and reactions to medical emergencies.
5.2 Staff Education.
EMSA will require that its medical, professional and para-professional staff receive all
necessary and requisite statutorily mandated 'in-service annual or proficiency training, and other
such professional or para-professional education ancf training programs needed to provide current
proficiency in the professional or para-professional's particular medical discipline or specialty.
6. REPORTS AND RECORDS
6.1 Medical Records.
EMSA will cause to be maintained a medical record for each Inmate who has received
health care services. This medical record will be maintained pursuant to applicable law and will be
kept separate from the Inmate's confinement record. A complete copy of the applicable medical
record will be available to accompany any Inmate who is transferred from the Facilities to another
location for off-site services. Medical records will be kept confidential, and EMSA will follow the
Facilities' policy with regard to access by Inmates and Facilities staff to medical records, subject to
applicable law regarding confidentiality of such records. No information contained in the medical
records will be released by EMSA except as provided by the Facilities' policy, by a court order, or
otherwise in accordance with applicable law. Upon expiration or termination of this Agreement, all
such records shall thereupon become and remain property of CAG; provided, however, EMSA
shall have reasonable access to such records when necessary to enable it to properly prepare for
litigation or anticipated litigation or any other legal or regulatory action brought or threatened by
third persons in connection with services rendered during the term hereof.
6.2 Inmate Information.
In order to assist EMSA in providing the appropriate health care services to Inmates, the
Facility will provide EMSA with information pertaining to Inmates that EMSA identifies as
reasonable and necessary for EMSA adequately to perform its obligations hereunder.
6.3 EMSA Records Available to the Facility with Limitations on Disclosure.
EMSA will make available to the Facilities, at the Facilities' request, all records, documents
and other papers relating to the direct delivery of health care services to Inmates hereunder;
provided, however, that the Facilities understand that the systems, methods, procedures, written
materials and other controls employed by EMSA in the performance of its Obligations hereunder
are proprietary in nature and will remain the property of EMSA and may not, at any time, be used,
distributed, copied or otherwise utilized by the Facilities except in connection with the delivery of
health care services hereunder, unless such disclosure is approved in advance in writing by EMSA.
6.4 Facilities' Records Available to EMSA with Limitations and Disclosure.
During the term of this Agreement and for a reasonable time thereafter, the Facilities will
provide EMSA, at EMSA's request, Facilities' records' relating to the provision of health care
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services to Inmates as may be requested by EMSA or as are pertinent to the investigation or
defense of any claim related to EMSA's conduct. The Facilities will make available to EMSA such
records as are maintained by the Facilities, hospitals, and other outside health care providers
involved in the care or treatment of Inmates (to the extent the Facilities have any claim to those
records) as EMSA may reasonably request consistent with applicable law; provided, however, that
any such information released by the Facility to EMSA that the Facilities considers and clearly
labels confidential will be kept confidential by EMSA and will not, except as may be required by
law, be distributed to any third party without prior written approval by the Facilities.
7. SECURITY
7.1 General.
EMSA and CAG understand that adequate security is necessary for the safety of the
agents, employees and subcontractors of. EMSA, as well as for the security of inmates and
Facilities'staff. The Facilities will do its best to provide security to EMSA sufficient to enable EMSA
and its personnel to safely provide the health care services called for hereunder. However, EMSA
and its staff and personnel understand that the facilities in which services will be rendered is a
detention or jail facility, and that working in such facilities involves inherent dangers. EMSA and
its staff and personnel further understand that CAG cannot guarantee anyone's safety in such a
facility and that CAG hereby does not make any guarantee as to the safety of EMSA and/or its
agents, employees and subcontractors.
In the event that any recommendation by EMSA for particular health services for any
inmate, or transfers to a medical facility, should not be implemented and carried out for security
reasons, Facility shall be responsible for any liability for any damages resulting from any such
decision on the part of the Facility not to respond or to institute a requested transfer of any inmate.
7.2 Transportation Off-Site.
The Facility will provide security as necessary and appropriate in connection with the
transportation of any Inmate between the Facilities and any other location for off-site services as
contemplated herein.
8. OFFICE SPACE AND EQUIPMENT .
8.1 Office Space and Support:.. ." .;....;.,,:. -":....~,,.. -'. '....'
The Facilities agree to provide EMSA with office space, facilities, office furniture and
utilities sufficient to enable EMSA to perform its obligations hereunder. EMSA will s'upply
telephone service and equipment within the Facilities for local and long distance access for use of
its personnel.
8.2 Delivery of Possession.
The Facilities will deliver to EMSA on the date of commencement of this Agreement
possession and control of all office equipment and supplies then in place at the Facilities' health
care facilities that are the Facilities' property.
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8.3 General Services.
The Facility will provide for each h;mate cOnfined to reside'in a health care/clinical ward or
infirmary setting, services no less than the full range of services and facilities provided by CAG for
other Inmates at the Facility including, but not limited to, daily housekeeping services, dietary
services, building maintenance services, personal hygiene supplies and services, and linen
supplies.
8.4 Medical Equipment Budget.
Based on input from the EMSA medical administrator, the detention department will submit
an annual budget for any capital equipment items necessary to provide services in the Facility.
8.5 Equipment and Supplies.
EMSA represents and warrants that it will maintain a sufficient quality and quantity of
medical supplies, disposable medical equipment and drugs and medications on hand during this
Agreement to enable EMSA to perform its obligations hereunder.
9. TERM AND TERMINATION OF AGREEMENT
9.1 Contract Term.
This Agreement will be effective 12:01 a.m. on January 1, 1998 for an initial term of one (1)
year. This Agreement is renewable under like terms for two (2) additional terms for one (1) year
years each, unless either party delivers written notice of non-renewal to the other party at least
ninety (90) days prior to the expiration of the then-existing term, in which event this Agreement will
terminate upon the expiration of the then-existing term.
9.2 Termination.
This Agreement may be terminated sooner on the first to occur of the following.
9.2.0.1 Termination by Agreement.
In the event CAG and EMSA mutually agree in writing, this Agreement may be
terminated on terms and date stipulated therein.
9.2.0.2 Termination for Default.
In the event either party shall give notice to the other that such other party has
materially defaulted in the performance of any of its material obligations hereunder and such
default shall not have been cured within thirty (30) days fOllowing the giving of such notice in
writi~g, the party giving notice shall have the right immediately to terminate this Agreement;
proVided, however, that the cure period shall be 'limited: to ten (10)'days'if the default is failure by
CAG to timely make any payments due EMSA hereunder.
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9.2.0.3 Lack of Funds.
Failure of the governing body of CAG to authorize or appropriate funds sufficient for
CAG to meet its obligations hereunder.
9.3 Changes in the Law.
If any statute, rule or regulation is passed or any order issued or any statute or guideline
adopted materially increasing the cost to EMSA of providing health care services hereunder, EMSA
and CAG will agree on additional compensati,on to be paid by CAG to EMSA as a result of such
changes.
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10. COMPENSATION
10.1 Base Compensation.
CAG will pay EMSA the sum of One Million Three Hundred Sixty-three Thousand Eight
Hundred Eleven and 00/100 Dollars ($1,363,811.00) for the first year of this Agreement for the
daily average base inmate population of 1,096, payable in twelve (12) equal monthly installments
of One Hundred Thirteen Thousand Six Hundred Fifty and 92/100 Dollars ($113,650.92) per
month. EMSA will bill CAG fifteen (15) days before the first day of the month for which services will
be rendered, and CAG agrees to pay EMSA on or before the fifteenth day of the month for which
services will be rendered. In the event this Agreement should terminate, or be amended on a date
other than the end of a calendar month, compensation to EMSA will be pro-rated accordingly
based on the fractional portion of the month during which EMSA actually provided services.
10.1.0.1 For the second year of this Agreement, CAG will pay EMSA the sum of One
Million Four Hundred Four Thousand Seven Hundred Twenty-five and 00/100 ($1,404,725.00) for
a daily average population of 1,096, payable in twelve (12) monthly installments of One Hundred
Seventeen Thousand Sixty and 42/100 Dollars ($117,060.42) per month. EMSA will bill CAG
fifteen (15) days before the first day of the month for which services will be rendered, and CAG
agrees to pay EMSA on or before the. fifteenth .day of .the month for which services will be
rendered. In the event this Agreement should terminate, or be amended, on a date other than the
end of a calendar month, compensation will pro rated accordingly based on the fractional portion of
the month during which EMSA actually provided services.
10.1.0.2 For the third year of this Agreement, CAG will pay EMSA the sum of
One Million Four Hundred Fifty-three Thousand Eight Hundred Ninety and 00/100 dollars
($1,453,890.00) for a daily average population of 1,096, payable in twelve (12) monthly
installments of One Hundred Twenty-one Thousand One Hundred Fifty-seven and 50/100 dollars
($121,157.509) per month. EMSA will bill CAG fifteen (15) days before the first day of the month
for which services will be rendered, and the CAG agrees to pay EMSA on or before the fifteenth
day of the month for which services will be rendered. In the event this Agreement should
terminate, or be amended, on a date other than the end of a calendar month, compensation will
pro rated accordingly based on the fractional portion of the month during which EMSA actually
provided services.
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10.2 Increases in Inmate Population.
A per diem rate of $1.16 will be applied to the monthly base compensation for each Inmate
in excess of the daily base population (beyond a twenty-four hour period) of 1096 during the first
year of the Agreement.
During the second year of the Agreement, per diem rate of $1.19 will be applied to the
monthly base compensation for each Inmate in excess of the daily base population (beyond a
twenty-four hour period) of 1,096.
During the third year of the Agreement, per diem rate of $1.23 will be applied to the monthly
base compensation for each Inmate in excess of the daily base population (beyond a twenty-four
hour period) of 1,096.
11. LIABILITY AND RISK MANAGEMENT
11.1 Professional Liability Insurance.
At all times during the term of this Agreement, EMSA will maintain professional liability
insurance covering EMSA, its employees, its 'officers; and 'agents with limits not less than One
Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate
annually. Physicians and dentists provided by EMSA will be included in the above coverage.
11.2 Comprehensive General Liability.
EMSA will maintain over the term of this Agreement, Comprehensive General Liability coverage of
at least One Million Dollars ($1,000,000) bodily injury and property damage, combined single limit.
11.3 Workers' Compensation Insurance.
EMSA will maintain over the term of this Agreement, Workers' Compensation Insurance for
all of its employees' connected with the work of this Agreement and in any case of sub-contracting,
will require that the sub-contractor has sufficient coverage as well. Such insurance will comply fully
with the Worker's Compensation Law in the State in which Facility is located.
11.4 Indemnification.
EMSA hereby agrees to indemnify and hold harmless CAG, Richmond County, the
Augusta-Richmond County Commission,. th~ Sheriff of. Richmond County, a.nd their officers,
employees and agents from and against any claims including but not limited to attorney's fees,
costs and expenses of litigation against' 'CAG; the Augusta-Richmond County Commission,
Richmond County, the Sheriff of Richmond County and their officers, employees and agents based
on the negligence and/or inadequate medical care rendered pursuant to this Agreement regardless
of whether the claim is brought pursuant to state tort laws or pursuant to federal law under 42
U.S.C. section 1983; provided, however that EMSA will not be responsible for any claim arising out
of: (1) CAG or its employee(s) or agent(s) preventing an inmate from receiving medical care
ordered or recommended by EMSA, its employees, agents or contractors; (2) failure of CAG's
employee(s) or agent(s) to exercise good judgment in promptly presenting an ill or injured inmate
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to EMSA for treatment; or (3) any other act or omission of CAG, its employees, contractors or
agents.
12. MISCELLANEOUS
12.1 Independent Contractor Status.
CAG expressly acknowledges that EMSA is an' independent contractor, and nothing in this
Agreement is intended nor shall be construed to create an agency relationship, an
employer/employee relationship, a joint venture relationship, or any other relationship allowing
CAG to exercise control or direction over the manner or method by which EMSA or its
subcontractors perform hereunder.
12.2 Assignment.
EMSA may assign this Agreement to a parent, subsidiary or affiliate corporation upon
providing ten (10) days prior notice to CAG. CAG and EMSA each binds itself, its successors,
assigns and legal representatives to the other party hereto and to the successors, assigns, and
legal representatives of such other party in respect to all covenants, agreements and obligations
contained herein.
12.3 Notice.
All notices or other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered personally in hand or
mailed certified mail, return receipt requested, postage prepaid on the date posted, or by Federal
Express or other nationally recognized overnight mail delivery for which evidence of delivery is
obtained by sender, and addressed to the appropriate party at the following address or such other
address may be given in writing to the parties:"" ....,... .' .....,. '- -, -.. . ...... '.
CITY: Augusta, Georgia
Attention: Chartes R. Oliver, Administrator
Room 801
City-County Building
530 Greene Street
Augusta, Georgia 30911
EMSA: President
1200 So. Pine Island, Suite 600
Ft. Lauderdale, FL 33324
12.4 Governing Law; Venue.
This Agreement and rights and obligations of the parties hereto shall be governed by, and
construed according to, the laws of the State of Georgia. All claims, disputes, and other matters in
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question between CAG and EMSA arising out of or relating to this Agreement or the breach
thereof, shall be decided in the Superior Court of Richmond County, Georgia. EMSA, by executing
this Agreement, specifically consents to venue in Richmond County, Georgia and waives any right
to contest the venue in the Superior Court of Richmond County, Georgia.
12.5 Entire Agreement.
This Agreement, constitutes the entire agreement of the parties and is intended as a
complete and exclusive statement of the promises, representations, negotiations, discussions, and
agreements that have been made in connection with the subject matter hereof. No modification
or amendment to this Agreement shall be binding upon the parties unless the same is in writing
and signed by the respective parties hereto.
12.6 Waiver of Breach.
The waiver by either party of a breach or violation of any provision of this Agreement shall
not operate as, or be construed to be, a waiver of any subsequent breach of the same or other
provision hereof.
12.7 Force Majeure.
EMSA shall not be deemed in violation of this Agreement if it is prevented from performing
any of its obligation hereunder for any reason beyond its control, including, without limitation,
strikes, Inmate disturbances, lack of CAG's financial or physical resources, failure of CAG to
provide proper security services, acts of God, civil or military authority, acts of public enemy, war
accidents, fires, explosions, earthquakes, hurricanes, floods failure of transportation, or any similar
cause beyond the reasonable control of either party.
12.8 Severability.
In the event any provision of this Agreement is held to be unenforceable for any reason, the
unenforceability thereof shall not affect the remainder of the Agreement which shall remain in full
force and effect and enforceable in accordance with its terms.
12.9 Authority.
Each party hereto expressly represents and warrants that the person executing this
Agreement is the legal, valid and binding of each party.
12.10 Rights of Parties.
Nothing in this Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any person other than the parties to it and their
respective successors and permitted assigns.
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IN WITNESS WHEREOF, the parties have set their hands and seals hereto as of the day
and year first above written.
A~ar;l~
Attest: ~;"7"~~
Health Service Agreement
CITY OF AUGUSTA, GEORGIA
~FVJi1
EMSA CORRECTIONAL CARE, INC.
BY~
Marta Prado
President
Date:
~2.h"/97
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