HomeMy WebLinkAboutPROFESSIONAL SERVICES AGREEMENT STEPPINGSSTONES TO RECOVERY LLC (2) DIFFERENT DOCUMENTSPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is effective as of this 5 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 terms 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 Description
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. Case Management Services. The Contractor shall provide the following services:
1. Referrals. Case management referrals (for ancillary community services)
shall be provided to the Court's liaison. Referrals include, but are not limited
to housing, transportation, and/or employment issues presented during
treatment sessions. Such referrals shall be included in the scope of the
services provided under this agreement.
2. Contractor will retain responsibility for the care of its clients and patients and
will maintain supervision of Case manager insofar as their presence and
assignments affect the operation of the Contractor and its case, direct and
indirect, of its clients and patients.
3. Contractor will provide a cell phone, computer/laptop and Electronic Health
Record training for the Case Manager.
4. The Case Manager will have access to adequate facilities for use in
accordance with the client's treatment objectives and plan developed through
cooperative planning by the Drug Court treatment team and the Contractor's
staff. The Contractor will use its best efforts to make conference space and
classrooms available as many be necessary for teaching and planning
activities in connection with Case Management.
5. Contractor shall provide for the orientation, supervision, and training of the
Case Manager as to the philosophies, rules, regulations and policies of the
Contractor and those required by overseeing agents (including but not limited
to the Department of Behavioral Health and Developmental Disabilities —
DBHDD, American Psych Systems -APS, and Department of Community
Health -DCH)
6. Contractor shall provide instruction, direction, and supervision to assure the
Case Manager provides training to participants as to the philosophies, rules,
regulations and policies of the Contractor.
7. Contractor will provide liability insurance, as reflected on Exhibit "A ", for the
clinical services of the Case Manager and offer benefits through the
Contractor.
S. Contractor will provide a comprehensive behavioral health assessment,
assessing both mental health and addictive disease treatment needs, for all
clients referred by the Court.
9. Contractor will manage all responsibilities associated linking referred clients
to appropriate level of care services (within or outside of Steppingstones
services) as well as other community services (for example, medical services,
social security, Medicaid, etc.)
10. Contractor will manage all responsibilities associated with reimbursement for
services through Medicaid, Medicare, Private Insurance, and/or though
DBHDD State Contracted services for any client who has been assessed and
admitted into ongoing services with Steppingstones.
11. Contractor will assure that weekly summaries regarding participant's progress
in treatment is provided to the treatment team and to the Judge prior to each
Court day.
12. Contractor will assure the Case Manager (or in the Case Manager's absence,
another designee) will attend all required trainings for the Court as well as
weekly team planning meetings and Court.
13. Contractor will assure the Case Manager provides enough hours on site to
meet with all program participants under the Case Manger's care.
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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
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,
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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."
II. 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 fmdings 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.
(2) Reports and Information:
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 Circuit.
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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).
(3)
(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: (i) 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.
The Contractor shall obtain appropriate releases/waivers before releasing a
participant's treatment information.
(5)
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(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.
(7) 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.
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
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
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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. Countv'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. TERMINATION
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
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.
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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.
VIIL 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.
B, Official Notices
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.
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
furnished to the other Parties by written notice in accordance herewith:
NOTICE TO THE COUNTY shall be sent to:
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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.
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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.
CONTRACTOR:
SIGNED, SEALED, AND DELIVERED
in the presence of:
DWAIN MOSS JR.
NOTARY PUBLIC
Richmond County
State of Georgia
M Comm. Expires Aua. 31, 2013
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Notary Public
[NOTARY SEAL]
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