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HomeMy WebLinkAboutNorthwest Psychiatry and Wellness Clinic-/_\::11 i G CITY OF AUBURN AGREEMENT FOR Professional Services Inmate Psychiatric Evaluation THIS AGREEMENT made and entered into on this day of s,4•"", 200° , by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Northwest Psychiatry and Wellness Clinic, PLLC, a Washington Professional Limited Liability Company, hereinafter referred to as the "Consultant." WITNESSETH: WHEREAS, the City arrests individuals suffering from a mental health crisis; and WHEREAS, it is in the best interests of the City that the inmate be placed on appropriate medications as soon as possible; and, WHEREAS, it is a federal regulation that, where a diagnosis and cunent prescription are not on record, a psychiatric evaluation is required before beginning medication; and WHEREAS, the Consultant is qualified and able to provide consulting services in connection with the City's needs for the above-described work, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: Scope of Services. The Consultant agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks described on Exhibit "A" shall be individually referred to as a"task," and collectively referred to as the "services.") The Consultant shall perform the services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Consultant's Representations. The Consultant hereby represents and warrants that he has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 3. Citv's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Consultant: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit C:\Users\Tom-PC\Documents\Prof Svc Contract - NW Psych 0909(Final).doc instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to facilities, as required far the Consultant to perform the services provided for herein. d. Examine and evaluate all reports, memoranda, plans, and other documents prepared by the Consultant and render decisions regarding such documents in a timely manner to prevent delay of the services. 4. Acceptable Standards. The Consultant shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City. 5. Compensation. As compensation for the Consultant's performance of the services provided for herein, the City shall pay the Consultant the fees and costs of Four Hundred Dollars and no Cents ($400.00) per completed evaluation. The Consultant shall submit to the City an invoice or statement indicating the number of completed evaluations included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Consultant thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. The consultant agrees to pay each subconsultant under this agreement for satisfactory performance of its contract no later than 45 days from the receipt of each payment the consultant receives from the City. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City. 6. Time for Performance and Term of Agreement. The Consultant shall perform the services provided for herein in accordance with the scheduling provided within the Scope of Work Exhibit "A," attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall commence on the date hereof, and shall terminate upon completion of the perfortnance of the scope of wark provided in Exhibit "A" attached hereto or on December 31, 2010, unless otherwise agreed to in writing by the parties. 7. Ownership and Use of Documents. All documents, reports, memoranda, plans, and any other materials created or otherwise prepared by the Consultant as part of his performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. The Consultant may retain copies of any documents, reports, etc., it authors. C:\Users\Tom-PC\Documents\Prof Svc Contract - NW Psych 0909(FinaQ.doc 2 Access to Records and Reports. The consultant shall maintain agrees to provide the City, or an acceptable cost accounting system. The consultant any duly authorized representative access to any books, documents, papers, and records of the consultant which are directly pertinent to the specific agreement for the purpose of making audit, examination, excerpts and transcriptions. The consultant agrees to maintain all books, records and reports required under this agreement for a period of not less than three years after final payment is made and all pending matters are closed. 9. Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Agreement is in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 10. Administration of Agreement. This Agreement shall be administered by Thomas Walsh, on behalf of the Consultant, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: Citv of Auburn Consultant Auburn City Hall Northwest Psychiatry & Wellness Center, PLLC 25 West Main 4505 44th Ave. SW Auburn, WA 98001-4998 Seattle, WA 98116 (253) 931-3000 FAX (253) 931-3053 (206) 933-0699 11. Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 12. Insurance. The Consultant shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. The Consultant shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Consultant shall take out and maintain in full force and effect the following insurance policies: C:\Users\Tom-PC\Documents\Prof Svc Contract - NW Psych 0909(Final).doc a. Commercial General Liability insurance, insuring the City and the Consultant against loss or damages arising from premises, operations, independent contractars and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City, with minimum liability limits of $1,000,000 combined single limit for personal injury, death or property damage in any one occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. c. Professional Liability insurance or Malpractice insurance with minimum liability limits of $1,000,000 per occurrence and $2,000,000 aggregate. No Limitation. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work 13. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Professional Liability and Commercial General Liability insurance: a. The Consultant's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. b. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. All subcontractors shall be bound by the provision of paragraphs 12 and 13. Proof of insurance must be provided to and acknowledged by the City prior to any subcontractor beginning work. 14. Indemnification. The Consultant, and its subcontractor(s), shall indemnify, defend and hold the City and its officers, agents and employees, or any of them harmless from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Consultant, its subcontractar(s), its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except for injuries and damages caused by the sole negligence of the City. If a final judgment is rendered against the City, its officers, agents, employees and/or any of them, ar jointly against the City and C:\Users\Tom-PC\Documents\Prof Svc Contract - NW Psych 0909(Final).doc 4 the Consultant, and its subcontractor(s), and their respective officers, agents and employees, or any of them, the Consultant, and its subcontractor(s), shall satisfy the same to the extent that such judgment was due to the Consultant's, and its subcontractor(s)' negligent acts or omissions. 15. Assignment• Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 16. Amendment, Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 17. Termination, Breach, and Suspension. Any violation or breach of terms of this agreement on the part of the Consultant or Consultant's subconsultants may result in the suspension or termination of this Agreement or such other action that may be necessary to enforce the rights of the parties of this Agreement. The duties and obligations imposed by this Agreement, and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. a. The City may, upon not less than seven (7) days written notice, terminate this agreement in whole or in part at any time, either for the City's convenience or because of the Consultant's failure to fulfill the agreement's obligations. Upon receipt of such notice, services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this agreement, whether completed or in progress, delivered to the City. b. If the termination is far the convenience of the City, an equitable adjustment in the agreement price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. The Consultant shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Paragraph 5, above. c. The rights and remedies of the City provided in this clause are in addition to any other rights and remedies provided by law or under this agreement. C:\Users\Tom-PC\Documents\Prof Svc Contract - NW Psych 0909(Final).doc 5 d. The Consultant may terminate this Agreement upon thirty (30) days written notice to the City if the City fails to substantially perform in accordance with the terms of this Agreement through no fault of the Consultant.- or for any other reason. If for reason(s) other than the City failing to substantially perform in accordance with the terms of this Agreement, the Consultant must provide the reasons(s) and is responsible to complete any "in-progress" assessments, to include writing appropriate prescriptions, etc. 18. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 19. Costs to Prevailing Party. In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 20. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Consultant of the services. 21. Nondiscrimination. In all of the Consultant services, programs or activities, and all Consultant hiring and employment made possible by or resulting from this Agreement, there shall be no discrimination by Contractor or by Contractor's employees, agents, subcontractors or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, sexual orientation, creed, national origin, marital status or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Consultant shall not violate any of the terms of Chapter 49.60 RCW, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 504 of the Rehabilitation Act of 1973 or any other applicable federal, state or local law or regulation regarding non-discrimination. Any material violation of this provision shall be grounds for termination of this Agreement by the City, and in the case of the Consultant's breech, may result in ineligibility for further City agreements C:\Users\Tom-PC\Documents\Prof Svc Contract - NW Psych 0909(Final).doc 6 22. 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 shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 23. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 24. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 25. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one ar 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 AUBURN NW PSYCHIATRIC & WELLNESS --~1 CLINIC, PLLC Peter B. Attest' j ~ • Danielle E. Daskam, City Clerk Approved as to form: 45;r Daniel B. Heid, CitY Attorney Lv zz- Name: Cy*-4 a.4l /l-A~ Title: C:\Users\Tom-PC\Documents\Prof Svc Contract - NW Psych 0909(Final).doc 7 Exhibit A- Scope of Work EXHIBIT A Scope of Work - Psychiatric Evaluation of Inmates - City of Auburn 1. Conduct psychiatric evaluation of inmates who are in a mental health crisis and could require mental health medication for stabilization. 2. Provide the City of Auburn Probation Manager or designee with an evaluation summary. 3. Provide the City of Auburn Jail with an evaluation summary. 4. Provide appropriate medication prescriptions to the City of Auburn Jail staff for filling in accordance with jail procedures. 5. Respond within seven (7) calendar days, if available, to any requests for information by the City of Auburn Probation division or the City of Auburn Jail. C:\Users\Tom-PCOocuments\Prof Svc Contract - NW Psych 0909(Final).doc 8 7'~'3 . 1 . AMENDMENT No. I to the CITY OF ABURN AGREEMENT FOR INMATE PSYCHIATRIC EVALUATIONS with NW Psychiatric & Wellness Clinic, PLLC. Executed September 10, 2009 For good and valuable consideration, the parties agree to amend the above agreement in the following manner: ■ The last sentence of Paragraph 6 of the Agreement, "Time for Performance and Tern of Agreement," is deleted and replaced by the following sentence: "The Term of this Agreement shall commence on the date hereof, and shall automatically renew on December 31St of each year. Irrespective of the renewal date, a party, may terminate the agreement on the sixtieth calendar day after giving written notice of termination, according to paragraph 11, to the other party, or pursuant to the other provisions of this agreement." All other provisions of the Agreement and of any previous amendments remain in full force and effect. Executed this day of 2010 CITY OF AUBU NW PSYCHIATRIC & WELLNESS CLINIC, PLLC Peter B. Lewis, Mayor Title: D M ATTEST: Danielle E. Daskam, City Clerk APPRO D A FORM: Thomas Walsh, DNP, ARNP Jefferson Square 4700 42nd Avenue SW, Suite 430 Seattle, WA 98116 Daniel B. Heid, City Attorney L:\Court&Probadon\2010\NWPsychiatric Amend Number 1 11 l0.doc Page 1 of 1