Lilac%20LC%20Contract%2023-24.pdf

Parent document: Regular Board Meeting, 5_00 pm-03-07-2024.pdf

Text

DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

LILACECITY By!

BEHAVIORAL SERVICES, PLLC

EDUCATIONAL COOPERATIVE AGREEMENT BETWEEN
Bremerton School District SCHOOL DISTRICT NO. — AND LILAC
CITY BEHAVIORAL SERVICES, PLLC D/B/A LILAC LEARNING CENTER

WHEREAS, the BreHerteh Saneel 1 BePIeE School District No. ——_ (the
‘DISTRICT”) is a Washington state public school district that is statutorily required to to provide
educational services for students in K-12 education that reside within the DISTRICT’s
attendance boundaries; and

WHEREAS, Lilac City Behavioral Services, PLLC, a Washington professional liability
company d/b/a Lilac Learning Center (“LILAC”) possesses certain professional expertise in the
field of educational programming and special education, and operates such services in its
facilities located in the Spokane area; and

WHEREAS, DISTRICT desires to engage LILAC to perform the services described herein; and

WHEREAS, LILAC is willing and able to provide the services described herein to DISTRICT;
and

WHEREAS, it has been recognized that some of the DISTRICT’s students have educational
needs that may be best met by receiving those services in the LILAC program.

NOW THEREFORE, in consideration of the promises and agreements herein, the parties
hereby agree as follows:

1. Parties. This Educational Cooperative Agreement (“Agreement”) is entered into by and
between DISTRICT and LILAC.

2 Purpose. The purpose of this Agroument is to provide an educational program for

, DOB , who is registered and enrolled in the
DISTRICT who will attend LILAC. The educational program services provided by LILAC
shall also include the special education services defined in each student’s individualized
education program (“JEP”). LILAC and the DISTRICT will collaborate to develop
appropriate IEPs for students. Students served by LILAC will attend classes at LILAC’s
facilities at 1614 S Mildred St. Tacoma, WA 98465.

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

BEHAVIORAL SERVICES, PLLC CENTER

3/1/2024 .
3 Term. This Agreement shall commence on , and terminate on

8/31/2025 , unless terminated earlier in accordance with the terms and conditions of this

Agreement (the “Term’”).

4 District’s Rights and Responsibilities.

4.1 The fee for educational program and special education services provided during
the Term of this Agreement is based on a rate of $160,000.00 per year (“Fee”). The
Fee shall be paid in equal monthly installments of $13,333.33. The Fee is only for the
services designated to be provided by LILAC that are described in this Agreement and
the corresponding IEP. The Fee is for one (1) DISTRICT student with a 1:1 staffing
ratio. If the parties mutually agree in writing to renew this Agreement, the Fee shall be
negotiated annually in accordance with increase or decrease of services and program
costs, for the renewed term.

4.2 DISTRICT shall pay all reasonable unforeseen fees, costs and expenses incurred
by LILAC for required events outside of the normal school day (“Additional Costs”).
Such Additional Costs must be pre-approved by the parties.

4.3 DISTRICT will be invoiced monthly for services rendered by LILAC and make
payment within thirty (30) calendar days of the receipt of invoice.

4.4 A student covered by this Agreement shall be listed by DISTRICT on their P223H
report for special education funding and the DISTRICT’s report for basic education
funding.

4.5 LILAC will be responsible for development of the IEP in collaboration with a
representative of the DISTRICT. The DISTRICT shall be responsible for reassessment
and adjustment of student eligibility determination and scheduling of any and all IEP
meetings that are reasonably necessary for this process. The IEP will define the
services to be provided and will be updated as appropriate. The parties shall cooperate
with regard to the necessary reassessment.

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

L [LAC ve C LTY /[RB\\ (EARNING

BEHAVIORAL SERVICES, PLLC CENTER

4.6 Transporting the student to and from the LILAC program shall be the
responsibility of the DISTRICT.

4.7 The DISTRICT is responsible for attorney fees and court costs involving actions
under 20 U.S.C § 1400 et seg. (Individuals with Disabilities Education Act), Chapter
28A.155 RCW (Special Education), and Chapter 392-172 WAC (Rules for the
Provision of Special Education) challenging the adequacy of the provision of special
education services provided through this Agreement.

5 Lilac’s Rights and Responsibilities.

5.1 LILAC shall comply with all federal, state and local laws including, but not
limited to, 20 U.S.C § 1400 et seq. (the Individuals with Disabilities Education Act),
Chapter 28A.155 RCW (Special Education), and Chapter 392-172 WAC (Rules for the
Provision of Special Education).

5.2 LILAC shall utilize appropriately qualified and/or certificated educational
personnel to provide educational services for all students and LILAC shall ensure its
instructors maintain appropriate and current certification pursuant to Office of
Superintendent of Public Instruction (OSPI) statutes and regulations.

5.3 All LILAC instructors involved in the education of the students covered by this
Agreement shall remain solely employees, agents, or subcontractors of LILAC and
shall not be employees of, agents of, or have any right or claim to employment with
the DISTRICT. LILAC shall be solely responsible for all payroll related matters
regarding its instructors involved with the students covered by this Agreement,
including, but not limited to, all applicable withholding and reporting for tax purposes.

5.4 LILAC shall maintain and report, within 30 days of a written request, to the
DISTRICT attendance records of the students covered by this Agreement.

5.5 LILAC shall document and maintain academic records to ensure proper
accumulation of student credits and provide periodic reports to the DISTRICT
regarding progress of students covered by this Agreement within 30 days of written
request and as reasonably necessary.

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F 90235449FD

LI LAC vie C LTY /[RB\\ LEARNING

BEHAVIORAL SERVICES, PLLC CENTER

5.6 LILAC shall maintain complete compliance with all provisions of the Family
Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99).

5.7 LILAC, in conjunction with the DISTRICT, shall develop all necessary records
required by the IDEA and Washington state special education laws and ensure all
requirements of law are met when creating and maintaining those records.

5.8 LILAC shall provide the DISTRICT, including its officers, agents and employees,
and any other agent or official of the federal, state or local governmental authorities,
the right to access its facilities and programs, at all reasonable times, with reasonable
notice, for the purpose of monitoring and evaluating educational performance,
compliance with this Agreement, and safety of students.

5.9 LILAC shall comply with all state law requirements regarding discipline and
ensure adequate disciplinary policies and procedures are in place and communicated to
the DISTRICT prior to the commencement of the Term of this Agreement (the “Lilac
Learning Center Special Education and Discipline Policy”). The Lilac Learning Center
Special Education and Discipline Policy is incorporated herein by reference. LILAC
shall take all reasonable efforts to promptly notify the DISTRICT of any and all
student disciplinary actions. LILAC reserves the right to immediately suspend or expel
any DISTRICT student covered by this Agreement if LILAC deems, in its sole and
absolute discretion, that such action necessary for the health and safely of the
DISTRICT’s student or LILAC staff. In the event that a DISTRICT student 1s
suspended or expelled by LILAC, this Agreement shall remain in full force and effect
with respect to all other DISTRICT students covered by this Agreement.

5.10 LILAC shall ensure all its employees, volunteers, agents or subcontractors
providing services shall complete and pass a comprehensive background check per
RCW 28A.400.303 and shall use the Washington State Patrol Criminal Identification
System, under RCW 43.43.830-834, RCW 10.97.030, .050 and through the federal
bureau of investigation as well as a disclosure statement regarding any other criminal
involvement prior to employment.

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

LILAC ve C [ITY [[RB\\ LEARNING

BEHAVIORAL SERVICES, PLLC CENTER

§.11 LILAC shall comply with the requirements of Title 28A, RCW. Per RCW
28A.400.330, LILAC shall not allow contact with any student covered by this
Agreement, by anyone who has pled guilty to or been convicted of any felony crime
involving the physical neglect of a child under Chapter 9A.42 RCW, the physical
injury or death of a child under Chapter 9A.32 or 9A.36 RCW (except motor vehicle
violations under Chapter 46.61 RCW), sexual exploitation of a child under Chapter
9.44 RCW where a minor is the victim, promoting prostitution of a minor under
Chapter 9A.88 RCW, crimes under Chapter 94.64 RCW, or violation of similar laws
of another jurisdiction. Any failure to comply with this section is grounds for the
DISTRICT’s immediate termination of this Agreement.

5.12 LILAC shall comply with applicable local, state and federal guidelines
prohibiting discrimination and harassment involving any student on the basis of race,
color, gender, religion, national origin, creed, marital status, age, sexual orientation,
including gender identity, pregnancy, or the presence of, or any perceived presence of,
any sensory, mental, or physical disability.

5.13 During the term of this Agreement, LILAC shall maintain, at its own expense, the
following insurance:

5.13.1 Worker’s Compensation Insurance in compliance with RCW Title 51;

5.13.2 General Liability Insurance on an occurrence basis, with a limit of not less
than $1,000,000.00 per occurrence and $3,000,000 aggregate, which shall include
coverage not only for bodily injury, personal injury, premises liability,
independent contractors, contractual liability coverage for the defense, indemnity,
and hold harmless obligations provided under this Agreement and property
damage, but also coverage for sexual abuse and molestation;

5.13.3 All LILAC provided vehicles (including those of LILAC’s third-party
student transportation contractor) used to transport students covered by this
Agreement shall be insured under a standard motor vehicle fleet and automobile
liability insurance policy providing, without limitation, the following: (i) a
combined single limit of not less than $1,000,000 for bodily injury liability,
property damage liability, and uninsured/under-insured motorist benefits; (ii) and

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

L [LAC we C LTY [RB LEARN INC

BEHAVIORAL SERVICES, PLLC

contractual liability insurance coverage for the defense, indemnification, and hold
harmless promises made by LILAC in this Agreement. Such policy shall also
afford coverage for owned, hired, and non-owned vehicles;

5.13.4 With respect to the insurance policies required of LILAC by the
immediately preceding subsections 15.13.2 and 15.13.3, there shall be no
cancellation, material change, or reduction of limits or intent not to renew
insurance coverages without thirty (30) calendar days’ written notice from LILAC
or its insurers to the DISTRICT. The DISTRICT shall be listed as an additional
insured on LILAC’s policies for all activities or risks that may arise from the
subject matter of this Agreement, and LILAC shall provide the DISTRICT with
current certificates of insurance evidencing LILAC’s compliance with this section
prior to the start of this Agreement. LILAC shall also ensure that the policies of
insurance shall serve as primary-level insurance coverage with respect to any
insurance separately procured and maintained by the DISTRICT, which shall be
excess-level insurance.

LILAC shall be financially responsible for all insurance policy deductibles,
self-insured retentions, and/or self-insurance.

6 Rist LR ibilities of Both Parti

6.1 Both parties shall comply with all laws, ordinances and regulations of government
bodies applicable to the terms of this Agreement and the services to be provided
hereunder.

6.2 During the Term, the DISTRICT and LILAC staff involved with the education of
the students covered by this Agreement shall participate in such joint meetings as
reasonably necessary to ensure the collaborative nature of this Agreement and the
services provided hereunder. That will include:

6.2.1 Periodic team meetings to address services under this Agreement.

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

LILAC ve C [TY IN LEARNING

BEHAVIORAL SERVICES, PLLC CENTER

6.2.2 Program review by DISTRICT and LILAC staff to ensure
compliance with this Agreement and that appropriate IEP’s are being
developed and implemented for students served under this Agreement.

6.2.3 Each party may designate a coordinator for implementation of
services pursuant to this Agreement.

6.3 Both parties shall maintain a tobacco free, drug free and weapon free environment
and ensure compliance therewith.

6.4 Nothing contained in this Agreement shall be construed as creating any form of an
employment relationship between the parties or the agents, officers, volunteers or
employees of the parties. The officers, agents, employees or volunteers of the parties
shall not be entitled to any rights or privileges of employment with any other of the
parties.

7 Cooperation. The parties agree to maintain regular, open and ongoing communication
and engage in regular program review as reasonably necessary.

8 Indemnification. Each party to this Agreement is responsible for the acts and omissions
of its own officers, directors, employees, agents, members, insurers and volunteers. Each
party agrees to defend, indemnify, and hold the other party harmless from and against any
claim, demand, suit or cause of action, that may be asserted against the other party if the
claim is based on the actual or alleged fault or actions of the other party or their officers,
directors, employees, agents, members, insurers or volunteers, and relates to the subject
matter of the performance of this Agreement. This indemnification applies to all costs
associated with the claim, including, but not limited to costs of investigation, attorney fees,
litigation expenses, settlement and judgment. Where claims are asserted against both parties
based on actual or alleged concurrent or shared fault of the parties, neither party shall be
required to indemnify the other party for that party’s own proportionate share of fault or
liability.

9 Termination. The DISTRICT and LILAC reserve the right to terminate this Agreement
with or without cause by providing sixty (60) calendar days’ written notice to the other party
by certified mail or hand delivery. Notice of such termination shall be sent to:

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

L ILAC ye C [LY KN EARNING

BEHAVIORAL SERVICES, PLLC CENTER

Name: Jeffrey S. Kalles

District: Lilac Learning Center

Address: 8621 N Five Mile Rd

Address: Spokane, WA 99208

Email: Contracts@lilaclearningcenter.com

10 Entire Agreement. This Agreement constitutes the entire and exclusive agreement
between the parties relating to this matter and shall not be altered or amended absent formal,
written mutual agreement between the parties.

11 Disputes and Attorney Fees. Should there be a dispute or need to enforce terms of this
Agreement, or interpret terms of this Agreement, the parties agree to mediate their dispute
prior to proceeding with any legal action through a process, and before a mediator, to be
mutually agreed upon by the parties. Each party shall split the expenses of the mediator and
the facility for the mediation. Each party shall otherwise pay its own expenses. In the event
mediation fails and legal action is required, the prevailing party shall be entitled to recover
reasonable attorneys’ fees and costs incurred in such action as awarded by an appropriate
court or arbitrator. In the event of any appeals from such actions, the prevailing party shall be
entitled to recover its reasonable attorneys’ fees and costs incurred in such appeals, as
determined by the court(s). Costs shall include both statutory costs and fees as well as actual
costs associated with a legal action including, but not limited to, discovery, expert fees, out of
pocket expenses, and costs incurred by the prevailing party.

12 Severability and Survival. If any portion of this Agreement is determined to be invalid
for any reason, the surviving portions of the Agreement not so determined invalid, shall
remain in full force and effect.

13 Assignment. Performance of any or all aspects of this Agreement may not be assigned
without written authorization by the other party. Likewise, neither party may assign their
respective rights to any claims or actions arising out of or relating to this Agreement without
written authorization by the other party.

8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429
Spokane, WA 99208 Fax (509) 319 2338


DocuSign Envelope ID: 72A1119B-4DB0-44F7-91B6-6F90235449FD

LILAC¥CITY

BEHAVIORAL SERVICES, PLLC

14 Waiver of Breach/Default. No waiver of any breach of any term of this Agreement shall
be construed, nor shall be, a waiver of any other breach of this Agreement. No waiver shall
be binding unless it is in writing and signed by the party waiving the breach.

15 Governing Law/Venue. The terms of this Agreement shall be governed by the laws of
the state of Washington. In the event that legal action is commenced to resolve a dispute
arising out of this Agreement, the venue of such action shall be in Spokane County,
Washington.

16 Effective Date of Agreement. This Agreement shall not become effective unless and
until it is properly executed by the parties.

SCHOOL DISTRICT:

Signed:
Date
Jonathan Bell
By: _
ts: Director of Special Education
LILAC CITY BEHAVIORAL SERVICES, PLLC:
Signed:
Date
By: Jeffrey S. Kalles
Its: CEO/Managing Member
8621 N Five Mile Rd www.LCBehavioral.com Phone (509) 844 2429

Spokane, WA 99208 Fax (509) 319 2338