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HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT STEPPINGSTONES TO RECOVERY LLCPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is effective as of this .S day of ... , 2012, by and between RICHMOND COUNTY, a political subdivision of the State of Georgia, acting by and through its governing authority, the Richmond County Board of Commissioners ( "County ") in conjunction with the Augusta Judicial Circuit, and Steppingstones to Recovery, LLC (hereinafter "Contractor" or "Steppingstones "), collectively referred to as the "Parties ". WITNESSETH THAT: WHEREAS, the County and the Augusta Judicial Circuit desire to retain a Contractor to provide certain services generally described as Drug Court Services (the "Work "); and WHEREAS, the County finds that specialized knowledge, skills, and training are necessary to perform the Work contemplated under this Agreement; and WHEREAS, the Contractor has represented that it is qualified by training and experience to perform the Work; and WHEREAS, the Contractor desires to perform the Work under the teens and conditions set forth in this Agreement; and WHEREAS, the public interest will be served by this Agreement; NOW, THEREFORE, the Parties hereto do mutually agree as follows: I. SCOPE OF SERVICES AND TERMINATION DATE A. Project Desccintion The Project is described as Drug Court Services. B. The Work The Work to be completed under this Agreement (the "Work ") consists of the following: The Contractor shall perform the following services for those adult offenders referred by the Augusta Judicial Circuit (referred to herein as "Superior Court" or "Court") to the Contractor: A. Individualized Clinical Assessments/Evaluations. The Contractor shall administer a court- approved clinical assessment to each adult offender referred by the Superior Court on an as- needed basis. At a minimum, the assessment shall include a bio- psychosocial assessment and a face -to -face interview. Types of information obtained through the assessment would include, but not be limited to: 1. Alcohol and other drug use history 2. Mental health history 3. Physical health history 4. Education 5. Emotional/health barriers 1 6. Employment 7. Family dynamics 8. Housing 9. Physical health/nutrition 10. Spirituality 11. Social support systems 12. Transportation 13. Treatment history 14. Criminal history 15. Special population needs a. Based on drug of choice b. Co- existing disorders c. Gender, ethnic, and cultural considerations d. Other health issues (e.g., HIV and Hepatitis C) e. Sexual orientation f. Domestic violence g. Sexual abuse 16. All assessment summaries must include a diagnosis, recommendation and justification for referral into Drug Court Services that is signed by a Certified Additions Counselor Level II or equivalent. B. Treatment Plan. As part of the clinical intake process, the Contractor shall develop a participant - specific treatment plan (inclusive of relapse prevention methods, the "Treatment Plan") with measurable goals and objectives and provide the plan to the designated Superior Court's liaison. 1. A copy of the Treatment Plan for each client must be provided within the first two (2) weeks of their counseling outlining the short and long -term goals the client will work on over the full treatment period. 2. All progress notes must reflect how the client is working towards their goal completion. 3. Monthly progress summaries must show how clients are progressing toward their goals and the Treatment Provider's overall impression of how they believe the client is progressing in treatment and meeting their goals. 4. Complete documentation of the overall treatment regimen and curricula being used to progress a client through the phases of their program (i.e. Phase I, II, III) including goals, milestones, etc. that clients must demonstrate before being recommended to change phases. C. Intensive Outpatient Treatment. The Contractor shall offer all participants a clinically sound, highly structured multi-phase alcohol and drug treatment program consisting of a court - approved treatment curriculum. Both parties acknowledge that the treatment curriculum is subject to change upon the discussion and agreement of the parties and must adhere to any state treatment standards for such services. 1. Content of Individual/Group Treatment Sessions. Individual and Group treatment sessions shall consist of education/skill building and therapy. The sessions shall address addiction, relapse prevention planning, criminogenic 2 thinking errors, life skills, anger management, parenting, bereavement, sexual relationships, gender specific, health/medical, personal safety planning, and other clinically relevant treatment issues. 2. Structure of Group Sessions. All treatment/education programs may be open - ended; however, a procedure should be established to orient new group members to the open -ended treatment group. 3. Time of delivery of treatment services. Treatment will be offered in the evening and/or on the weekends and/or during any times amenable to the Contractor's schedule. Participants will be required to work cooperatively with the Contractor to schedule individual sessions. The Contractor may (at times not specified herein) be asked to assist with emergency /crisis management services and/or drug screening. 4. Family. The Contractor may upon his/her discretion discuss matters with participant's family members only upon proper execution of consent/release documents by the participant. 5. Outsourcing; Residential; Psychological and Psychiatric Services. The Contractor will assist with referral of participants who need residential treatment and/or outsourced/additional treatment. The Contractor will assist with referral of participants with suspected psychological or psychiatric issues to a treatment referral source and will communicate such suspected issues to the Court or its designated liaison including plan of action related to referral needed. 6. Number of Participants. The Court makes no assurances as to any minimum number of participants to be referred to the Contractor. D. Additional specifications. RESERVED E. Educational Training & Presentations. In addition to the above treatment services, the Contractor shall be available (at a mutually agreeable time) to present regular educational sessions to the Court Team and/or other Court- approved individuals concerning topics related to addiction and/or Drug Court issues of concern on an as- needed basis. Subject to the approval and availability of funds, the Court may also request that the Contractor attend educational or training sessions on related topics. F. Communication. The Contractor shall utilize the Court's liaison as the Centralized Clearinghouse of Information/Communications. a. The Contractor shall deliver weekly written treatment reports to the Court's liaison. 1. Treatment reports shall consist of general details as to the participants who received treatment and/or case management for the week, their compliance and/or non - compliance with treatment or case management, and their treatment status. A reporting form will be provided by the Superior Court. 3 2. The Contractor is expected to maintain a confidential notes system (that is not shared with the Superior Court unless requested and/or such sharing is deemed necessary by the Contractor) of relevant information shared by participants to Contractor during treatment or case management sessions — in accordance with recognized treatment protocols. b. The Contractor shall meet weekly (and/or at such dates/times deemed necessary by the Court's liaison and/or Contractor) with the Court's liaison so that there may be a "briefing" (or information gathering session) as to the participants who received (and/or are to receive) treatment services for that week. c. In the event that the Contractor determines that a participant needs case management/ancillary services, the Contractor shall provide case management referrals for ancillary services to the participant with notification given to the Court's liaison. d. The Contractor shall review all relevant information maintained by the Court's liaison (and/or posted in a designated information posting site/location) which may be relevant to treatment, such as changes in address, medication(s), health, drug screens, etc. e. The Contractor shall attend Mental Health/Drug Court "staffing" sessions and/or participant court reviews. G. Emergency /Call Status: The Contractor shall assure for after -hours (inclusive of weekend) emergency treatment services/assistance to participants on an on -call basis. An on -call calendar shall be developed and distributed by the Court Liaison after consultation with the Contractor. The Contractor shall only bill for actual occurrences, whereby treatment and/or assistance is provided/rendered. The Contractor shall exercise his/her professional discretion as to how to resolve the emergency and shall report the incident to the Court Liaison no later than the following business day. H. Trainings and Court Sessions: The Contractor will not charge the Court for attendance of its personnel at any court- sanctioned trainings, conferences, programs or court sessions. Such attendance is covered by the overall scope of services of treatment. I. Drug Testing: The Contractor will create a system to schedule, announce, observe, collect, and confirm random and frequent drug serums on all participants. Participants will be tested at least three times weekly depending on what phase of the program the participant is in. Any additional required tests or laboratory confirmations will be at the cost of the Drug Court, with such cost to be agreed upon in writing by the parties. 1. The Contractor will provide for observed collection and temporary storage, if applicable, of the specimens at no additional cost as part of its services. All testing will be done using the Drug Court's approved drug testing protocols. 4 2. All urine drug screens must be documented with signature of persons conducting screens in order to ensure proper chain of evidence. 3. Drug Court staff shall have reasonable access to the drug laboratory to conduct audits. Contractor shall have no authority to enter into any contracts binding upon the County or to create any obligations on the part of the County, except as shall be specifically authorized by the Richmond County Board of Commissioners. C. Schedule, Completion Date, and Term of Agreement Contractor warrants and represents that it will perform its services in a prompt and timely manner, which shall not impose delays on the progress of the Work. This Agreement shall commence upon execution of the Agreement by both parties. This contract may be renewed by the parties for up to four (4) additional one year periods. In the event of termination of this Agreement by the Contractor or by the Circuit, the Contractor shall be entitled to receive payment only for work actually performed prior to termination. II. WORK CHANGES A. The Circuit reserves the right to order changes in the Work to be performed under this Agreement by altering, adding to, or deducting from the Work. All such changes shall be incorporated in written change orders executed by the Contractor and the Circuit. Such change orders shall specify the changes ordered and any necessary adjustment of compensation and completion time. The parties will negotiate to reach an agreement. If an agreement cannot be reached, the original contract scope of work stands. B. Any Work added to the scope of this Agreement by a change order shall be executed under all the applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized, unless contained in a written change order duly executed on behalf of the County and the Contractor. C. The Superior Court Judge assigned to Drug Court, or his/her designee, has authority to execute without further action of the Augusta Judicial Circuit, any change orders to be agreed upon by the Contractor as stated above so long as their total effect does not materially alter the terms of this Agreement or materially increase the total amount to be paid under this Agreement, as set forth in Section III below. III. COMPENSATION AND METHOD OF PAYMENT A. Treatment Services. The Contractor shall be compensated $160 per month per participant for treatment services. Compensation regarding Participants joining the program after the of the month or who have been suspended from treatment will be prorated per methodology agreed to by the parties. B. Evaluations /Assessments. The Contractor shall conduct evaluations/assessments and draft the resulting Treatment Plans of those evaluated/assessed who are not covered by Medicaid, Medicare, or State Contracted services. In the event that the participant has another payor source, there will be no cost to the Circuit for these evaluations. 5 C. Invoices & Payments. Backup information and documentation for all invoices must be provided. The Contractor must submit invoices to the court's liaison by the 5 of each month for all services performed for the previous month. All services provided must be clearly described. The Circuit shall pay the Contractor within thirty (30) days after approval of the invoice by Circuit staff. Payments will not be hand delivered. A. Expertise of Contractor IV. COVENANTS OF CONTRACTOR Contractor accepts the relationship of trust and confidence established between it and the County, recognizing that the Circuit's intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, and skill and judgment to provide the services in pursuit of the timely and competent completion of the Work undertaken by Contractor under this Agreement. B. Circuit's Reliance on the Work The Contractor acknowledges and agrees that the Circuit does not undertake to approve or pass upon matters of expertise of the Contractor and, therefore, the Circuit bears no responsibility for Contractor's services performed under this Agreement. C. Contractor's Representative Mr. Ken Wilson, shall be authorized to act on Contractor's behalf with respect to the coordination of Work as Contractor's designated representative. D. Assignment of Agreement The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Agreement, without the prior express written consent of the Circuit. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the Circuit shall have no obligation to them. E. Responsibility of Contractor and Indemnification of Circuit The Contractor covenants and agrees to take and assume all responsibility for the services rendered in connection with this Agreement. The Contractor shall bear all losses and damages directly or indirectly resulting to it on account of the performance or character of the services rendered pursuant to this Agreement. Contractor shall defend, indemnify and hold harmless the Circuit, its officers, boards, commissions, elected officials, employees and agents from and against any and all claims, suits, actions, liability, judgments, damages, losses, and expenses, including but not limited to, attorney's fees, which may be the result of willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by the Contractor, any subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision. In any and all claims against the Circuit or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by the 6 Contractor or subcontractor or anyone for whose acts the Contractor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify and defend the Circuit, its members, officers, agents, employees and volunteers shall survive termination of this Agreement. F. Independent Contractor Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the services as an independent contractor and not as the agent or employee of the Circuit. The Contractor agrees to be solely responsible for its own matters relating to the time and place the services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the services; hiring of Contractors, agents or employees to complete the services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. Any provisions of this Agreement that may appear to give the Circuit the right to direct Contractor as to the details of the services to be performed by Contractor or to exercise a measure of control over such services will be deemed to mean that Contractor shall follow the directions of the Circuit with regard to the results of such services only. G. Insurance (1) Requirements: Contractor agrees to maintain, at a minimum, automobile insurance coverage complying with State law requirements for any automobile that is used in relation to the Work. Contractor also agrees to maintain, at a minimum, insurance coverages as shown on the insurance certificate(s) attached hereto as Exhibit "A" H. Records. Reports (1) Records: (a) Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the Circuit with respect to all matters covered by this Agreement. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Agreement. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later. (b) All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. 7 (2) Reports and Information: (3) Upon request, the Contractor shall furnish to the Circuit any and all statements, records, reports, data and information related to matters covered by this Agreement in the form requested by the Cicuit. I. Conflicts of Interest Contractor agrees that it shall not engage in any activity or conduct that would result in a violation of the Richmond County Code of Ethics. J. Confidentiality Contractor acknowledges that it may receive confidential information of the Circuit and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. The Contractor agrees that confidential information it receives or such reports, information, opinions or conclusions that Contractor creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the Circuit. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of Circuit information whether specifically deemed confidential or not. (1) The Contractor shall not disclose to anyone or any entity, other than the designated Court Staff or other court- approved individuals, any description or information concerning the work produced as a result of this AGREEMENT without written permission of the Superior Court. (2) The Contractor acknowledges that in receiving, storing, processing, sharing, or otherwise using or dealing with any treatment information, the Contractor is bound by all Federal and State laws and regulations that govern and guarantee the treatment rights of individuals receiving substance abuse treatment services. The Contractor shall comply with all confidentiality laws and shall be familiar with the following monograph: Federal Confidentiality Laws and How they Affect Mental Health/Drug Court Practitioners, National Mental Health/Drug Court Institute (1999). (4) The Contractor shall comply with all HIPAA and related laws and regulations dealing with releasing and sharing and medical and health care information. The Contractor shall ensure that it and its employees and agents use and disclose "Protected Health Information" of patients (as defined in the Health Insurance Portability and Accountability Act ( "HIPAA ") privacy rules at 45 C.F.R. § 164.501, et seq.) that The Contractor receives pursuant to this Agreement only to the extent necessary: (1) to perform its specific obligations under this Agreement; and (ii) for its own management and administration and to carry out its legal responsibilities in compliance with 45 C.F.R. § 164.504(e)(2)(i)(A), (e)(4), and all other current or future applicable laws or regulations. Nothing in this Agreement shall be deemed to authorize The Contractor to use or disclose Protected Health Information in violation of any applicable law or regulation, including but not limited to HIPAA privacy rules at 45 C.F.R. § 164.501, et seq. 8 (5) (6) The Contractor shall make every effort to ensure that confidentiality of participant's identity and information is maintained, inclusive of but not limited to ensuring that the treatment location is secure (and not within the hearing range of outsiders), as well as educating participants about the confidentiality of group /individual treatment sessions. The Contractor shall maintain confidentiality of Mental Health/Drug Court participants separate from information on participants in any of its other programs at all times, regardless of relationship or family involvement among these participants. All confidentiality laws related to obtaining appropriate releases/waivers shall be followed by all concerned parties should information need to be disclosed for treatment purposes. ( The Contractor shall obtain appropriate releases/waivers before releasing a participant's treatment information. K. Licenses, Certifications and Permits The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, local boards, agencies, commissions, committees or other regulatory bodies in order to perform the services contracted for under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals. The Contractor must have, or be in the process of obtaining under clinical supervision, a professional counseling certification or similar training related to alcohol and substance abuse and insurance. Such certification (or training) and insurance must be maintained during the duration of the contract period. Such training must meet the Treatment Standards /Provider Qualifications as established and/or updated by the State of Georgia Judicial Council Standing Committee on Drug Courts, incorporated herein by reference as Exhibit "E ". If a provider in the employ of the Contractor is in the process of obtaining certification, he /she shall be responsible for maintaining requisite supervision by a, licensed individual. Said supervisor shall be approved by the Court's liaison and there shall be a confidentiality agreement between the Contractor and the supervisor. The Contractor shall comply with all laws of the State of Georgia and United States, as well as treatment and social work and/or professional counseling ethical standards and shall maintain requisite certifications, licensures, and insurance necessary for delivery of services described herein and subject to the Court's approval. L. Kev Personnel All of the individuals identified in Exhibit "B" are necessary for the successful prosecution of the Work due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor's Project Manager or members of the project team, as listed in Exhibit "B ", without written approval of the Circuit. Contractor recognizes that the composition of this team was instrumental in the Circuit's decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated 9 for the Circuit's consent to be granted. Any substitutes shall be of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor's obligations under this Agreement and shall be grounds for termination. Contractor shall not subcontract with any third party for the performance of any portion of the Work without the prior written consent of the Circuit. Contractor shall be solely responsible for any such subcontractors in terms of performance and compensation. M. Authority to Contract The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Agreement, if applicable. V. COVENANTS OF THE COUNTY A. Right of Entry The County shall provide for right of entry for Contractor and all necessary equipment in order for Contractor to complete the Work. B. County's Representative The Superior Court Judge assigned to Drug Court shall be authorized to act on the County's behalf with respect to the Work as the County's designated representative. VI. TERNIINATION A. The Circuit shall have the right to terminate this Agreement for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date. The Contractor shall have the same right to terminate this Agreement, including but not limited to the Circuit's failure to pay the Contractor within thirty (30) days of submitted invoice. B. The Circuit shall also have the right to terminate this Agreement or any services noted herein for cause or other performance defect with forty -five (45) days written notice to the Contractor. The Circuit shall also have the right to terminate this Agreement or any services noted herein without cause should budgeted and/or grant funds not be available. C. Upon termination, Circuit shall provide for payment to the Contractor for services rendered and expenses incurred prior to the termination date. D. Upon termination, the Contractor shall: (1) promptly discontinue all services affected, unless the notice directs otherwise. E. The rights and remedies of the Circuit and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Agreement or at law or in equity. VII. NO PERSONAL LIABILITY No member, official or employee of the County shall be personally liable to the to Contractor or any successor in interest in the event of any default or breach by the County or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Agreement. Likewise, Contractor's performance of services under this Agreement shall not subject Contractor's individual employees, officers or directors to any personal liability. The Parties agree that their sole and exclusive remedy, claim, demand or suit shall be directed and/or asserted only against Contractor or the County, respectively, and not against any employee, officer, director, or elected or appointed official. VIII. ENTIRE AGREEMENT This Agreement constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Agreement not contained in this Agreement shall be valid or binding. This Agreement may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization. IX. SUCCESSORS AND ASSIGNS Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties. X. APPLICABLE LAW If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes and laws of the State of Georgia will control. XI. CAPTIONS AND SEVERABILITY The caption or head note on articles or sections of this Agreement are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Agreement nor in any way affect this Agreement. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the offending portion of the Agreement should be severed and the remainder of this Agreement shall remain in full force and effect to the extent possible. XII. NOTICES A. Communications Relating to Daily Activities All communications relating to the day -to -day activities of the Work shall be exchanged between the Superior Court Judge or a designee assigned to Drug Court for the Circuit and Mr. Ken Wilson for the Contractor. B. Official Notices All other notices, writings or correspondence as required by this Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on the third day after the postmark date when mailed by certified mail, postage prepaid, return receipt requested, or (3) upon actual delivery when sent via national overnight commercial carrier to the Parties at the addresses given below, unless a substitute address shall first be 11 furnished to the other Parties by written notice in accordance herewith: NOTICE TO THE COUNTY shall be sent to: James G. Blanchard, Jr. Judge of Superior Court P. O. Box 2656 Evans, Georgia 30809 NOTICE TO THE CONTRACTOR shall be sent to: Mr. Ken Wilson 2610 Commons Blvd. Augusta, Georgia 30909 XIII. WAIVER OF AGREEMENT The County's failure to enforce any provision of this Agreement or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default. XIV. SOVEREIGN IMMUNITY Nothing contained in this Agreement shall be construed to be a waiver of the County's sovereign immunity or any individual's qualified good faith or official immunities. XV. FORCE MAJEURE Neither the County nor Contractor shall be liable for their respective non - negligent or non - willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (a) any cause beyond their respective reasonable control; (b) any act of God; (c) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (d) earthquake, fire, explosion or flood; (e) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of CONTRACTOR; (f) delay or failure to act by any governmental or military authority; or (g) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts and all other obligations shall remain intact. 12 IN WITNESS WHEREOF the County and the Contractor have executed this Agreement effective as of the date the Chairman executes this Agreement on behalf of the County. SIGNED, SEALED, AND DELIVERED in the presence of: Notary P bli [NOTARY SEAL] My Commission Expires: t2/1/ SIGNED, SEALED, AND DELIVERED in the presence of: Witnes L f)C CL) W)0 Notary Pililie DWAIN P OU S UC R. Richmond County State of Georgia NA„ !`nr„ sl . Expires Aug. 31, 2013 RICHMOND COUNTY cQ Cep By: `fit 46 Its: 13 [CORPORATE SEAL] 5• G'o,'e i