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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. 2 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, 5 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. 6 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) 7 (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 8 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. 9 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: 10 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. 11 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 Witn Notary Public [NOTARY SEAL] My Commission Expires: SIGNED, SEALED, AND DELIVERED in the presence of 1 1.= rr ✓// Notary P 1ic res: !a. li „0 uav-' i 1`& /4 COV +�� 001 By: 1 Z /102 Its: By: a A ,�/i]SeA Its: r,d c- [CORPORATE SEAL] RICHMOND COUNTY 12 — P01.0... - 14.> S - G42p- CB /''rte-( 0 [COUNTY SEAL]