HomeMy WebLinkAbout2024-0127 - - Independent Mental Health Counseling Contract - Docusign Envelope ID:52ABF6AC-A900-4DAE-81F1-9E7272B19552
CITY OF AUBURN
AGREEMENT FOR SERVICES
Independent Mental Health Counseling
THIS AGREEMENT made and entered into on 18th of November 2024, by and
between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and
ARIEL RICHARDS ("Provider").
In consideration of the conditions and the mutual promises and covenants contained in this
Agreement, the parties agree as follows:
1. Scope of Services
The Provider agrees to perform the tasks described in Exhibit A to this Agreement. The
Provider will be responsible for providing work products and services of a quality and
professional standard acceptable to the City. Without additional compensation, the Provider
will correct or revise any negligent errors, omissions or other deficiencies in any required
plans, designs, drawings, specifications, reports and/or other services, whether during or
after the Term of this Agreement. The City's approval of Provider's services will not in any
way relieve the Provider of responsibility for service accuracy and adequacy.
2. Additional Services
The Parties will amend this Agreement if additional services are required beyond those
specified in Exhibit A and/or included in the compensation amount for this Agreement. An
amendment must be written and agreed to by the Parties before Provider performs any
additional services, and it must specify the nature, scope, and payment terms for the
additional services. If the time period for completing additional services makes the advance
signing of an amendment impractical, the Provider agrees to perform only the additional
services requested in writing by an authorized City representative pending the signing of an
Amendment as set forth in this Section. The invoice procedure for any additional services
is described in Section 4 of this Agreement.
3. Provider's Representations & Qualifications
The Provider represents and warrants that it has all the required licenses, certifications and
qualifications to perform the services in this Agreement and in accordance with state
regulations. Provider represents that its signatory to this Agreement has the requisite legal
authority to bind Provider to the terms and conditions of this Agreement.
4. Compensation
a. As compensation for the Provider's performance of this Agreement, the City will
pay the Provider a fee of$50 per hour based upon Provider's estimate of 6 hours
to 16 hours of work performed. The City's payments will fully compensate Provider
for work performed/services rendered and for all labor, materials, supplies,
equipment, overhead, profit, and incidentals necessary for Provider to complete
the work.
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b. The Provider will submit a monthly invoice to the City detailing the time spent on
Exhibit A tasks. Upon its acceptance of the statement, the City will process it in its
next billing/claim cycle and will remit payment to the Provider (subject to any
conditions or provisions in this Agreement or an Amendment). This Agreement's
number must appear on all submitted statements. Provider will submit copies of
any documents supporting an invoice or statement to the City upon request.
c. The not-to-exceed amount for this agreement is $25,000. The Provider will not
undertake any work or otherwise financially obligate the City in excess of this not-
to-exceed amount without the City's advance written authorization.
d. City payments to the Provider after the current year are contingent on available
funds.
5. Time for Performance. Term, and Termination of Agreement
a. The Provider will begin no work under this Agreement until authorized by the City
in writing. The term of this Agreement commences on the date that the last party
signs it (as reflected on the signature page). Once commenced, Provider shall
complete the performance of all services in Exhibit A on or before December
31,2025, unless the Parties otherwise agree in writing.
b. Termination for cause. Either party may terminate this Agreement for cause with
written notice to the other party. A termination is "for cause" if a party substantially
fails to perform in accordance with the terms of this Agreement through no fault of
the other party. The notice will specify the termination reason(s) and its effective
date. If the City terminates this Agreement for cause, all City payments otherwise
due to Provider will be suspended and the City will have no further obligations to
Provider.
c. Termination for Convenience. The City may terminate this Agreement for
convenience upon at least 7 days' written notice to the Provider. The notice shall
contain the termination effective date. If the termination is through no fault of the
Provider, the City will compensate Provider for services performed up to the
termination effective date in accordance with the Exhibit A compensation rate.
This compensation will fully satisfy the City's obligations under this Agreement and
will discharge the City from any further obligations and liabilities to the Provider
(including any Provider claims of anticipated profits or other consequential
damages resulting from the termination).
d. Upon receipt of any termination notice, the Provider will promptly discontinue all
services and deliver to the City all data, drawings, specifications, reports,
summaries, and such other information and materials the Provider has
accumulated, prepared, or obtained in performing this Agreement(whether fully or
partially completed).
e. The rights and remedies in this Section do not exclude any other legal or equitable
rights or remedies available to the City.
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6. Ownership and Use of Documents
The City will own all documents, reports, memoranda, diagrams, sketches, plans, surveys,
design calculations, working drawings and any other materials that the Provider creates or
prepares in performing this Agreement(the "Work Products"). The City may use these work
products for any lawful purpose. Provider acknowledges that this Agreement and the work
products are public records subject to RCW 42.56 unless exempt from public records
disclosure requirements. The Provider agrees to fully assist the City in identifying, locating,
and copying any records Provider possesses that the City determines in its sole discretion
are responsive to a Public Records request.
7. Records Inspection and Audit
All City payments are subject to adjustment for any amounts found upon audit or otherwise
to have been improperly invoiced. The City may inspect and audit any Provider records and
books of account pertaining to any work performed under this Agreement for up to 3 years
after the City's final payment to Provider. If any litigation, claim, dispute, or audit is initiated
before this 3-year period expires, Provider shall retain all records and books of account for
any work performed under this Agreement until final resolution of any such litigation, claim,
dispute, or audit.
8. Continuation of Performance
If any dispute or conflict arises between the parties while this Agreement is in effect, the
Provider agrees to cooperate and continue in good faith toward successful completion of its
responsibilities under this Agreement notwithstanding such dispute or conflict.
9. Independent Contractor
The Provider will perform the services as an independent contractor and will not be deemed
by virtue of this Agreement or the performance of it to be in a partnership, joint venture,
employment, or other relationship with the City. Nothing in this Agreement creates any
contract relationship between the City and the Provider's employees, agents, or
subcontractors.
10. Administration of Agreement
This Agreement will be administered by Ariel Richards, Provider, and by the City Mayor(or
designee) on behalf of the City.
11. Notices
Notices or communications permitted or required under this Agreement will be written and
delivered to the following addresses:
Notice to the City: Notice to Provider:
Radine Lozier Ariel Richards, LMFTA
City of Auburn 16901 113th Ave SE
808 Ninth Street SE Renton, WA 98055
Auburn WA 98002-6233
Either party may change its above address by giving written notice to the other party.
Notices to non-parties will be delivered as designated by a party to this Agreement.
12. Insurance
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a. The Provider will, at its sole expense, procure and maintain for the duration of this
Agreement and 30 days thereafter insurance against claims for injuries to persons or
damage to property which may arise from or in connection with the performance of this
Agreement by the Provider, its agents, representatives, or employees.
b. Provider's maintenance of insurance as required by the Agreement will not
be construed to limit the liability of the Provider to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity.
c. The Service Provider will obtain insurance of the types described below:
(i)Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage will be at least as broad as Insurance Services Office (ISO)
form CA 00 01 (Provider may use a substitute form providing equivalent liability
coverage). Provider will maintain automobile insurance with minimum combined
single limit for bodily injury and property damage of$1,000,000 per accident.
(ii) Commercial General Liability insurance will be at least as broad as ISO
occurrence form CG 00 01 and will cover liability arising from premises, operations,
stop-gap independent contractors, products-completed operations, personal injury
and advertising injury, and liability assumed under an insured contract. The City
will be named as an additional insured under the Provider's Commercial General
Liability insurance policy with respect to the work performed for the City using an
additional insured endorsement at least as broad as ISO Additional Insured
endorsement CG 20 26. Commercial General Liability insurance will be written with
limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate.
(iii)Worker's Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
(iv) Professional Liability insurance coverage appropriate to Provider's profession
with limits no less than $2,000,000 per claim with $2,000,000 policy aggregate.
d. For Automobile Liability and Commercial General Liability insurance, the policies are to
contain or be endorsed to contain that Provider's insurance coverage will be primary
insurance as respects the City. Any insurance, self-insurance, or self-insurance pool
coverage maintained by the City will be excess of the Provider's insurance and will not
contribute with it.
e. Insurance is to be placed with an authorized insurer in Washington State. The insurer
must have a current A.M. Best rating of not less than A: VII.
f. The Provider will furnish the City with original certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of this Agreement before
commencement of the work.
g. The City reserves the right to require that complete, certified copies of all required
insurance policies and/or evidence of all subcontractors' coverage be submitted to
the City at any time. The City may withhold payment if the Provider does not fully
comply with this request.
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h. If the Provider maintains higher insurance limits than the minimums shown above,
the City will be insured for the full available limits of Commercial General and Excess
or Umbrella liability maintained by the [Provider/Franchisee], irrespective of whether
such limits maintained by the [Provider/Franchisee] are greater than those required
by this Agreement or whether any certificate of insurance furnished to the City
evidences limits of liability lower than those maintained by the Provider.
Provider will provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice. Failure by the Provider to maintain the
insurance as required will constitute a material breach of this agreement, upon which
the City may, after giving five (5) business days' notice to the Provider to correct the
breach, immediately terminate the agreement or, at its discretion, procure or renew
such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the City on demand, or at the City's sole discretion,
offset against funds due the Provider from the City.
13. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, the Provider will
defend, indemnify and hold the City and its officers, officials, employees, and volunteers
harmless from any and all claims, injuries, damages, losses, or suits of every kind, including
attorney fees and litigation expenses, arising out of or resulting from the acts, errors, or
omissions of the Provider, its employees, agents, representatives, or subcontractors,
including employees, agents, or representatives of its subcontractors, made in the
performance of this Agreement, or arising out of worker's compensation, unemployment
compensation, or unemployment disability compensation claims.
However, should a court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence of
the Provider and the City, its officers, officials, employees, and volunteers, the Provider's
liability, including the duty and cost to defend, hereunder shall be only to the extent of the
Provider's negligence.
If is further specifically and expressly understood that this indemnification constitutes the
Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties.
The provisions of this section will survive the expiration or termination of this Agreement.
14. Assignment
Neither party to this Agreement may partially or wholly assign any right or obligation in it
without the other party's prior written consent. No assignment or transfer of any interest
under this Agreement will release the assignor from any liability or obligation under this
Agreement, or cause any such liability or obligation to be reduced to a secondary liability or
obligation.
15. Nondiscrimination
The Provider may not engage in any unfair practice identified in RCW 49.60.180 and/or 42
U.S.C. §2000e-2 in the performance of any services or activities under this Agreement
(either directly or through contractual, hiring, or other arrangements).
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16. Amendment, Modification and Waiver
No amendment, modification, or waiver of any condition, provision, or term of this
Agreement will be valid or effective unless written and signed by the party to be bound (or
the party's authorized representative), specifying the nature and extent of such amendment,
modification or waiver. Any waiver, approval or acceptance, or payment by any party will
not affect or impair that party's rights arising from any default by the other party.
17. Parties in Interest
This Agreement will bind (and its benefits and obligations will inure to) the parties and their
respective successors and assigns. This section will not permit any transfer or assignment
otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the
parties, and it does not create a contractual relationship with or exist for the benefit of any
third party (including contractors, sub-contractors and sureties).
18. Force Maieure
Delays in performing this Agreement will be excused to the extent caused by acts outside
a party's control, such as fires, cyber/ransomware attacks, earthquakes, floods,
explosions, actions of the elements, riots, mob violence, strikes, pandemics, labor strikes
or lockouts, and state or federal government emergency orders.
19. Applicable Law
This Agreement and the rights of the parties under it will be governed by the laws,
regulations, and ordinances of the City, King County, and the State of Washington. Venue
for actions involving this agreement will be in the county where the property or project is
located, or in King County if not site specific. An applicable statute of limitation will commence
no later than the Provider's substantial completion of the services in this Agreement.
20. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference only and will not act to limit the scope of their particular
paragraph or section. Where appropriate, the singular will include the plural (and vice
versa), and masculine, feminine and neuter expressions will be interchangeable. This
Agreement has been drafted by mutual agreement of the parties, and it will be interpreted
and/or constructed without regard to its drafter.
21. Severable Provisions
Each provision of this Agreement is intended to be severable. The illegality or invalidity of
any provision in this Agreement will not affect the validity of the Agreement's remaining
provisions.
22. Entire Agreement
This Agreement (together with any subsequent amendments or addendums) contains the
entire understanding of the parties regarding its subject matter, and it supersedes all prior
oral or written representations, agreements and understandings between the parties. No
other oral or written understandings regarding this Agreement shall bind any party.
23. Counterparts
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This Agreement may be executed in multiple counterparts, with each counterpart being one
and the same Agreement, and the Agreement will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN Ariel Richards
p—DocuSigned by: Signed by:
K.� (—Signed
ra,a j,s
Naricy'nckus, Mayor Signature� v
Name: Ari el Ri chards
Title: LMFTA, LIC# MG61555891
Date: 11/18/2024
Approved as to form:
Signed by:
aut w rau[
Jason a en, City Attorney
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EXHIBIT A
Scope of Services
Services provided from November 25, 2024 — December 31, 2025
City of Auburn to Provide:
1. Compensation: The City of Auburn will provide payment at a rate of$50 per hour for
services rendered from November 25, 2024, through December 31, 2025. Payments will
be made following approval of monthly invoices submitted by the Provider.
2. Equipment: The City of Auburn will provide all necessary equipment for mental health
counseling services, as required by the Provider.
3. Meeting Space: The City of Auburn ensure access to a confidential meeting room for
private counseling sessions and appointments.
4. Data Collection Materials: The City of Auburn will supply forms and materials to
facilitate the collection of data related to participants utilizing the services.
5. Marketing and Promotion: The City of Auburn will promote the Provider's services
through various marketing channels, including, but not limited to, the quarterly brochure,
flyers, referrals, and on the City of Auburn website and social media platforms.
6. Third-Party Supervision: The City of Auburn will coordinate up to two hours of third-
party supervision per month to support the Provider's licensure maintenance and ensure
compliance with relevant regulatory requirements.
Provider:
1. Scope of Practice:
a. The Provider shall provide on-site mental health counseling services at the
Auburn Senior Activity Center, providing between 6 to 16 hours of service per
week, adhering to all state licensing regulations and facility policies and
procedures.
b. Provider shall maintain their professional license in good standing and comply
with all continuing education requirements.
c. Services will be directed to the senior population (ages 55 and older) and
veterans of all ages. Services may include, but are not limited to, case
management, individual counseling sessions, and the facilitation of support
groups as identified and needed by participants.
d. Provider will identify and coordinate a range of services necessary to help
seniors maintain independent living. The Provider will also offer supportive
counseling, client advocacy, and will monitor and verify the services provided by
external referral sources.
2. Agreed Hours: Specific service hours will be mutually agreed upon by both parties and
documented in advance.
3. Data Collection: The Provider will collect data as required by the Auburn Senior Activity
Center and the Resource Navigation Program, in alignment with program guidelines.
4. Documentation: The Provider will document all client interactions via Casebook, in
accordance with the Resource Navigation Program's documentation guidelines.
5. Confidentiality: Provider shall maintain the confidentiality of all client information,
adhering to HIPAA regulations and program privacy policies.
6. Payment Arrangements: Provider shall provide invoices to the City of Auburn for
payment of services rendered.
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