Loading...
HomeMy WebLinkAboutPSA Psychologie Clinique SC Agreement - 2025 MENTAL HEALTH AND WELLNESS SERVICES AGREEMENT THIS AGREEMENT is entered into on the 9th day of February, 2026, by and between the City of Oshkosh, 215 Church Avenue, Oshkosh, Wisconsin 54901 (City), and Psychologie Clinique, S.C., 100 West Lawrence Street, Ste. 211, Appleton, Wisconsin 54911 (Provider). 1. Project/Timeline. The Provider will provide Pre-Employment Psychological Evaluations on an as-needed basis for the City. This is not an exclusive Agreement and the City has not promised Provider with any particular number of evaluations within the term of this Agreement. 2. Consideration. The consideration for this Agreement includes the City agreeing to pay the agreed upon price(s) in return for the Provider agreeing to provide the agreed upon Evaluations. 3. Component Parts of the Parties’ Agreement. For convenience, the parties agree to compile various separate documents related to this project and incorporate them into this Agreement. Therefore, the terms and conditions of this Agreement may be in multiple places, and consist of the component parts described below. The component parts may or may not be physically attached to this Agreement. Regardless of whether or not they are attached, they are considered to be fully incorporated as a part of this Agreement. The component parts of this Agreement are: a. The terms of this Agreement, including any other documents or terms referenced and/or attached, but not including component parts identified below. b. Reserved Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 2 c. The terms and conditions are listed above in order of importance. If terms and conditions in various component parts are conflicting, then the terms and conditions in the component part first listed will control over the conflicting term and condition found in the later component part. d. Changes to the above are only valid and effective if in writing and signed by the parties. 4. Representatives. The parties assign the following persons as the primary contacts for their respective interests related to managing and carrying out the tasks of this Agreement. These persons may be changed upon written notice from the party making the change. a. For the City: Michelle Behnke, Human Resources Manager b. For the Provider: Valerie A. De Lain, Owner 5. Scope of Services. Provider shall provide the services below. Other services may be added upon the written agreement of the parties: a. Pre-employment psychological evaluations. Evaluations shall include, at a minimum, the following: i. Clinical Interview, ii. Minnesota Multiphasic Personality Inventory - 3 (MMPI-3) iii. Personality Assessment Inventory (PAI), iv. California Personality Inventory (CPI), v. Review of Collateral Information provided by the City (employment application, background report, and other available assessment reports), and, vi. Additional testing or evaluation methods deemed necessary or helpful at the discretion of Provider. b. Other services upon written agreement of the parties. c. Interviews will take place in person. When appropriate, Provider may perform the interview virtually, provided the City approves in advance. Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 3 6. Records and Deliverables. Provider shall provide a signed, written report to the City within two (2) business days from the completion/conclusion of the assessment. The City may contact Provider by telephone to discuss the Evaluation prior to receiving the written report. a. Each report must contain the following minimum information: i. Method of assessment, ii. Relevant background information, iii. Behavioral observations and evaluation procedures, iv. Test results/emotional stability and suitability of employment, and v. Summary and recommendations. b. Reports and other related information provided by Provider to the City becomes the property of the City upon completion of the services and payment in full of all monies due the Provider for services provided. 7. Term and Termination a. Term. This non-exclusive Agreement commences on the date indicated above and terminates without further notice on December 31, 2028, unless terminated earlier by one of the parties as provided below. The parties may extend this Agreement, upon written amendment to this Agreement signed by both parties. b. Termination. i. For Cause. If either party shall fail to fulfill in timely and proper manner any of the material obligations under this Agreement, the other party may, at its discretion, terminate this Agreement by written notice. In this event, the Provider shall be entitled to compensation earned prior to the date the Notice was delivered. ii. For Convenience. The City may terminate this Agreement at any time by giving written notice to the Provider no later than 30 calendar days before the termination date. In this event, the Provider shall be entitled to compensation for work performed and allowed expenses incurred to the termination date. Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 4 8. Time of Completion. The Provider shall perform the agreed upon work according to the following schedule: a. The City will reach out and request the Provider’s services on an as-needed basis; b. The City will provide the information in the City’s possession; c. Upon receiving both the request and information from the City, the Provider will begin its evaluation process upon scheduling. Interviews are expected to be scheduled and take place at earliest possible time; d. After the interview has taken place, the assessment must be completed within two (2) days; e. Records and deliverables will be provided as described in this Agreement; and, f. At all times, the Provider shall proceed with reasonable diligence. 9. Suspension, Delay, or Interruption of Services. City may suspend, delay, or interrupt the Services of Provider for the convenience of City. In such event, Provider's contract amount and schedule shall be equitably adjusted. 10. Assignment. Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement without the prior written consent of the other party. Consent is at each parties’ discretion. 11. Independent Contractor. Provider is an independent contractor and is not an employee of the City. 12. Cooperation in Litigation and Audits. Provider shall fully and completely cooperate with the City, the City’s insurer, the City’s attorneys, the City’s Auditors or other representative of the City (collectively, the “City” for purposes of this Article). a. Cooperation is expected in connection with any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding (collectively “Litigation”) or internal or governmental Audit, with respect to matters relating to this Agreement. b. Excluded from this duty of cooperation is a third party proceeding in which Provider is a named party and Provider and the City have not entered into a mutually acceptable joint defense agreement. Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 5 c. Examples of expected cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making Provider’s employees available to the City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the City to give testimony in accordance with a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. d. City shall reimburse Provider for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the City’s sole discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs; but do not include wages, salaries, benefits and other employee compensation. Provider shall not be entitled to additional compensation for employee services provided under this paragraph. 13. Standard of Care. The standard of care applicable to Provider's Services will be the degree of skill and diligence normally employed by Providers performing the same or similar Services at the time and locality said services are performed. Provider will re-perform any services not meeting this standard without additional compensation. 14. City Responsibilities. The City shall furnish, at the Provider’s request, such information as is needed by the Provider to aid in the progress of the project, providing it is already in the possession of the City, or is reasonably obtainable by the City. Provider may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by City. To prevent any unreasonable delay in the Provider’s provision of services, the City will examine all reports and other documents and will make any authorizations necessary to proceed within a reasonable time period. 15. Payment. Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 6 a. Amount. The City shall pay to the Provider for the performance of the tasks described in this Agreement, namely Pre-Employment Psychological Evaluations, the amount of six hundred fifty dollars ($650.00). b. The costs for services identified herein are for the 2026 calendar year. Increases in fees for a subsequent calendar year must be sent to the City in writing before November 01 of the year before the increase will take effect. c. Indirect Costs. Indirect costs such as computer time, printing, copying, cell phone charges, telephone charges, and equipment rental shall be considered overhead and included in the fee structure, and shall not be invoiced to the City. d. Expenses. No expenses will be billed to the City. Expenses, whether copying, mailing, etc, are considered to be included in the fees and shall not be invoiced to the City. e. Payment. The Provider shall submit itemized statements for services. Statements will be sent to the City after each evaluation. Itemized monthly statements must include, at a minimum, the person performing the task(s), a brief description of the task(s) performed, the time spent on the task(s), the hourly rate, and the total amount billed for the task(s). Invoices are considered public records available to be viewed upon request and Provider shall create them accordingly. The City shall pay the Provider within 30 calendar days after receipt of such statement. f. Disputed Amounts. If any statement amount is disputed, the City may withhold payment of such disputed amount and shall provide to Provider a statement as to the reason(s) for withholding payment. Amounts invoiced and not disputed shall be paid according to the regular schedule agreed upon. g. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the services covered under the subject amendment. 16. Hold Harmless. It is the intention of the parties that each party shall be solely responsible for its own actions, inactions, and activities, including the actions and Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 7 activities of its own officers, employees and agents while acting within the scope of their employment. a. The Provider covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may arise related to this Project. Provider’s obligations will be to the proportionate extent caused by or resulting from the intentional or negligent acts of the Provider, its agents or assigns, its employees, or any Sub-Provider it has retained to assist with this issue. The relevant acts are those which are related to the performance of this Agreement or which are caused by or result from any intentional or negligent acts, or violation of any law or administrative regulation. b. Subject to any and all immunities and limitations contained in Wisconsin Statutes, Sec. 893.80, and any applicable part of the Wisconsin Statutes, the City agrees to hold Provider harmless from liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), to the proportionate extent caused by or result from the intentional or negligent acts of the City, its agents or assigns, its employees, or its Sub-Providers related to the performance of this Agreement or which may be caused or result from any violation of any law or administrative regulation, where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. 17. Insurance. The Provider agrees to procure and retain in good standing policies which in all respects comply with the attached City of Oshkosh Insurance Requirements for Professional Services. 18. Whole Agreement / Amendment. This document and any attachments identified or documents referenced contain all terms and conditions of the Agreement and any additions, subtractions, or alterations to the resulting Agreement shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. 19. No Third-Party Beneficiaries. This Agreement gives no rights, benefits, or obligations to anyone other than City and Provider and therefore there are no third-party beneficiaries of this Agreement. Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 8 20. Non-Discrimination. The Provider will not discriminate in its actions related to this Agreement on the basis of race, color, creed, age, and gender, or other protected classes as otherwise prohibited by law. A breach of this term may be regarded as a material breach of this Agreement. Provider agrees that all hiring or employment related to this Agreement will not involve any discrimination against any employee or applicant for employment related to race, color, religion, sex, sexual orientation, gender identity, national origin, or other protected class as otherwise prohibited by law. 21. Public Records. The City is a governmental entity that is required to comply with Wisconsin public records laws. Provider acknowledges that Wisconsin Public Records laws assume records are available for public viewing unless there are specific other laws that prevent or limit release, and further acknowledge s that documents provided to a public entity such as the City are treated by the law differently than documents provided to a private entity. Provider also acknowledges that it is a contractor of the City and therefore pursuant to Wisconsin law may be in possession of public records which are not otherwise also in the possession of the City. Provider agrees to cooperate with the City and any public records requests. Notwithstanding any other term of this Agreement, including component parts, the City will always be allowed to treat the records as either public or as confidential according to applicable law, and to use documents in conformity with all applicable laws, including public records laws. Any action the City takes that is consistent with any applicable law shall not be considered a breach or violation of this Agreement, regardless if this Agreement or any attachment or referenced document includes terms or conditions that conflict with applicable law that the City is following. Provider may elect to challenge a public records decision by City, but must do so at its own risk and own cost, regardless of the outcome of such challenge. 22. Confidentiality. City as a public body is required by law to maintain certain levels of transparency of its activities, including those activities carried out through Providers. Therefore, only those documents related to the Project that benefit from explicit statutory protections may be redacted or withheld from release. Provider’s designation of documents or information as “confidential,” “proprietary,” or similar designation will not prevent its public viewing or use unless it is otherwise protected by law. Similarly, references to lawful protections of information and documents through intellectual property rights, trade secrets, or similar designations, will be protected only to the extent that they qualify for statutory or common law protections. As a general rule, in light of the statutory definition and required chain of custody protocols, it is unlikely that information disclosed to City would be considered a valid Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 9 trade secret. Provider may elect to challenge a decision in this regard by the City, but will do so at its own risk, and its own cost, regardless of the outcome of such challenge. 23. Agreement Not to Be Construed Against Any Party. This Agreement is the product of negotiation between all parties and therefore no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agree ment or any term, covenant or condition contained herein. 24. No Waiver. Failure of either party to insist upon the strict performance o f terms and provisions of this Agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party’s right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. 25. Severability. If any term, covenant, condition or provision of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall not be affected thereby and the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. 26. Choice of Law, Venue, and Dispute Resolution. The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. The parties agree that it may be beneficial to undertake an initial mutually agreeable mediation to resolve a dispute. However, unless otherwise agreed to by the parties, all disputes shall be resolved by the judiciary. Under no circumstance shall any dispute be subject to arbitration. 27. Signatures. By placing their signatures below, each individual affirms that the entity they represent is authorized to enter into this Agreement, and further affirm that they are authorized by the entity they are representing to bind their respective parties to the terms and conditions of this Agreement. SIGNATURE PAGE FOLLOWS Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1 10 Psychologie Clinique, S.C. By: _____________________________ Valerie A. De Lain, Owner City of Oshkosh By: _______________________________ Rebecca N. Grill, City Manager And: _______________________________ Darla Salinas, City Clerk Approved as to form: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract __________________________________ David J. Praska, Interim City Attorney ______________________________________ Julie Calmes, Finance Director Docusign Envelope ID: 28AC774C-A7B5-4574-8BFF-12E748F44AD1