Center for Mindfulness Service Agreement 25 26
SERVICE AGREEMENT
THIS CLINICAL SERVICE AGREEMENT (the “Agreement”) is entered into as of September 1, 2025 (the “Effective Date”), by and between School District of Clayton (“District”), and The Center for Mindfulness & CBT LLC (“Center”), a Limited Liability Company. In the event of a conflict between the provisions set forth below and those contained in any exhibit, webpage, invoice, quotation or other documentation, the provisions set forth below shall govern.
RECITALS
WHEREAS, The Center employs Providers who possess all valid and appropriate licensure and certification to provide mental health consultation services to the District (“Services”), as further described below;
WHEREAS, District desires to provide small group therapeutic support onsite for students who exhibit moderate need for targeted school intervention related to mental health needs associated with anxiety, depression, and navigating stress; and
WHEREAS, District desires to engage the Center to provide, and the Center desires to provide, Services pursuant to the terms and conditions set forth herein.
THEREFORE, the parties hereby agree as follows:
1. SERVICES. The Center shall provide to the District the Services listed in Exhibit 1, and shall do so according to the schedule set forth therein or as the parties may otherwise agree in writing. The District agrees to the obligations listed on Exhibit 1.
2. FEES. The fees for the Services listed on Exhibit 1 will be paid at $85/hour.
3. RECORDS. The Center shall maintain and store all student records relating to the Services provided to students, in such form and containing such information as required by any accreditation organizations, state and federal law. Such records shall remain the property of the Center during the term of this Agreement.
4. INDEPENDENT CONTRACTORS. In the performance of the duties undertaken by the Center hereunder, it is mutually understood and agreed that the Center and the employees or agents of the Center providing Services hereunder are independent contractors with respect to the District, and nothing in this Agreement is intended nor shall it be construed to create between the Center, the District and/or their employees or agents an employer/employee relationship, a joint venture relationship, a principal/agent relationship, or any relationship other than that of independent entities contracting with each other solely for the purpose of carrying out the terms and conditions of this Agreement. The Center agrees that the District will not pay or withhold on behalf of the Center, its employees and/or agents, any sums for income tax, employment insurance, Social Security, or any other withholding pursuant to any law or requirement of any governmental body, and that all such payments or withholdings are the sole responsibility of the Center.
5. REMEDIES, INSURANCE AND OTHER LIABILITY MATTERS.
A. Remedies. All remedies available under the law of the State of Missouri (hereinafter referred to as the “State”), including, but not limited to, consequential and incidental damages, are included in the Agreement.
B. Governing Law/Litigation. The laws of the State of Missouri shall apply with respect to all matters relating to this Agreement, any related service/parts contracts, all Exhibits attached hereto, and to the parties duties and responsibilities hereunder. Any suit or proceeding with respect to such matters shall be brought in the courts of St. Louis County. No period of time allowed by statute for claim or suit shall be shortened by any other provision of the Agreement.
C. Indemnification. Notwithstanding any other provision contained in this Agreement it is acknowledged and understood that the District is a governmental body and nothing in this Agreement shall be construed as a waiver of any governmental immunity, including but not limited to sovereign immunity, official immunity or the public duty doctrine. The District expressly reserves all immunity available under applicable law.
D. Insurance. Both the District and the Center shall, at each party's sole cost and expense, maintain general liability and professional liability insurance, as applicable, on an occurrence basis for its services provided hereunder in the minimum amount of One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate, and worker' compensation in the amount prescribed by law. Certificates of insurance evidencing the above amounts shall be available upon request.
E. Waiver, Breach. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. The waiver of a breach or violation of any provision will not be a waiver of any subsequent breach of the same or any other provision.
F. Affidavit. The attached Exhibit 2 “Affidavit of Appropriate Background Screening” shall be fully executed by the Center and provided to the District prior to receiving any on-site services for students in the District.
6. TERM AND TERMINATION.
A. Term. The term of this Agreement shall commence on the Effective Date and shall continue through June 30, 2026.
B. Termination. Notwithstanding Section .A., either party may sooner terminate this Agreement:
(1) Upon mutual consent of the parties.
(2) In the event of a material breach by the other party, if the non-breaching party first shall give written notice to the other party identifying the breach and stating that the Agreement shall terminate unless the breach is cured within ten (10) days of the notice, except
that the District may terminate the Agreement immediately in the event the District in good faith determines the Center is providing inadequate care or is otherwise performing in a manner that jeopardizes the District or its employees, Board members or students.
7. CONFIDENTIALITY. During the term of this Agreement, the District and the Center may become privy to or aware of proprietary or confidential information of the other entity, including but not limited to information relating to the pricing of services, supplies and equipment and confidential student medical information. Each entity (A) will maintain in confidence all such proprietary or confidential information, (B) will not disclose such information to any third parties,and particularly not to other existing or potential contractors or customers, except with the other entity’s prior written consent, the student’s written authorization or to the extent required by law, and (C) will not use the information for any other purposes other than those of this Agreement.
8. MISCELLANEOUS.
A. Severability, Change of Laws. In the event that any law or regulation enacted, promulgated or amended after the date of this Agreement or any interpretation of law or regulation by a court or regulatory authority of competent jurisdiction after the date of this Agreement (collectively “Change of Laws”) materially affects or materially impacts upon the reasonable expectations of either party under this Agreement, renders any provision of this Agreement illegal or unenforceable, or materially affects the ability of any party to perform their obligations under this Agreement, then (1) the provision determined to be illegal or unenforceable shall be deemed omitted, and the remaining portion of the Agreement shall remain in full force and effect, and (2) either party may request renegotiation of the applicable terms of this Agreement by written notice to the other party. In the latter event, the parties shall in good faith attempt to negotiate an amendment which preserves the original reasonable expectation of the parties to the extent possible in a manner consistent with the Change of Laws. If no such amendment is agreed upon in the reasonable opinion of either party within thirty (30) days of receipt of such notice, then either party may terminate this Agreement upon an additional thirty (30) days written notice.
B. Notice. Any notice given hereunder shall be in writing, shall be delivered personally or mailed by certified or registered mail, postage prepaid, with return receipt requested, and shall be addressed to the appropriate party at the following address: If to the Center:
The Center for Mindfulness & CBT LLC 967 Gardenview Office Pkwy Creve Coeur, MO 63141 Attn: Laura Chackes
If to the District:
School District of Clayton #2 Mark Twain Circle Clayton, MO 63105 Attn: Robyn Wiens
or to such other address as may have been furnished by a party to the other party in writing, and any notice mailed as provided in this section shall be deemed to have been given on the date of mailing.
C. Nondiscrimination in Employment. If any service under this Agreement is in furtherance of a U.S. Government contract or subcontract or is otherwise subject to the provisions of the Equal Opportunity Clause as promulgated by Section 202 of Executive Order 11246, dated September 24, 1965, or to 41 C.F.R. '60-250 (requiring affirmative action to employ certain veterans), or to 41 C.F.R. '60-741 (requiring affirmative action to employ certain handicapped individuals) or to any other federal law, rule or regulation applicable to the Center as a U.S. Government contractor or subcontractor (including but not limited to any applicable Section of 48 C.F.R. Chapter 1), the contract provisions required therein are hereby incorporated by reference.
D. Exclusion From Government Programs. Each party to this Agreement represents that: (a) it is not currently excluded, or threatened with exclusion, from participating in any federal or state funded health care program, including Medicare, Medicaid, and TRICARE; and (b) it has never been subject to any sanctions by any of the aforementioned programs. Each party agrees to notify the other of any imposed exclusions or sanctions covered by this representation and the notified party reserves the right to terminate the Agreement upon receipt of such notice.
E. Successors and Assigns. Neither party may assign this Agreement or any of its obligations or interest hereunder without the prior written consent of the other party.
F. Entire Agreement. This Agreement, including any referenced Exhibits hereto, all of which are hereby incorporated by reference and made a part of this Agreement, constitutes the entire agreement between the parties and supersedes all proposals, oral and written, and all other communications between the parties, in relation to the subject matter of this Agreement.
G. Amendment. Except as otherwise provided herein, no amendment of this Agreement or any Exhibit hereto shall be effective until reduced to writing and executed by the parties hereto.
H. Headings. The headings of each section are inserted solely for purposes of convenience and shall not alter the meaning of the Agreement.
I. Authority. the District and the Center have the full right, power, and authority to execute and deliver this Agreement and perform their obligations hereunder.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first stated above.
DISTRICT CENTER
School District of Clayton The Center for Mindfulness & CBT LLC
By:
By:
Name:___________________________ Name:__ Laura Chackes, Psy.D.________
Title: ___________________________ Title: _Owner_________________________
EXHIBIT 1
SERVICES
The primary goal of providing school mental health consultation is to assist students, parents and school staff with appropriate mental health interventions for identified students with tools that will enable them to remain in their home school and succeed academically. This goal will be achieved by the parties undertaking the following activities:
Center will:
1. Provide small group therapeutic support onsite for students who exhibit moderate need for targeted school intervention related to mental health needs associated with anxiety, depression, and navigating stress. 2.
Activities/Tasks Timeline Outputs/Deliverables • Conduct weekly small groups (approx. 5 students/group) • Elementary: 3 buildings - 1 day each, 4 hours for groups and associated administrative tasks and communication with relevant staff per building • Secondary: up to 2 buildings per weekly visit; 3 hours for groups and associated administrative tasks and communication with relevant staff • Available for problem solving and emergency support while onsite 2, 8 week sessions; (October through January and February through May)
Elementary Services: ● 6 hours: building tours, building counselor meetings, end of semester debrief ● 12 hours: 1:1 meetings with students ● 96 hours: 8 weeks of direct service with students and parent communication ● 114 hours total
Secondary Services: ● 6 hours: building tours, building counselor meetings, end of semester debrief ● 3 hours: 1:1 meetings with students ● 24 hours: 8 weeks of direct service with students and parent communication ● 33 hours total
147 hours total Provider should be able to make recommendations to building administration and counselor regarding which students should continue in Semester 2 or be moved forward with an outside referral.
Check in regularly with designated staff member regarding caseload and case management.
3. Protect the confidential records of students served in accordance with policies and all applicable state and federal regulations including the Health Information Portability and Accountability Act (HIPAA) and the Family Educational Rights and Privacy Act (FERPA). Information regarding the services provided to each student will be provided on a need to know basis to clearly identified personnel in a mutually agreeable format following professional and ethical standards. 4. Provide professional liability coverage for its staff. 5. Adhere to all current school policies and procedures. 6. Provide schools with a brief verbal summary of treatment progress and recommendations for classroom utilization as requested and appropriate. 7. Provide schools with a monthly list of students receiving services and their status. 8. Participate in any school orientation or internal activity as requested and appropriate to promote effective collaboration between the school, students and Center staff. 9. Be responsible for the hiring and performance evaluation of its staff.
District will:
1. Have leadership introduce the program to District. 2. Provide adequate office space and supplies for the Center. 3. Provide appropriate referral information. 4. Ensure that client Consent for Treatment forms are completed and signed by parent or guardian prior to the first session of therapy. 5. Assist with the scheduling of the services during appropriate times as determined between both parties. 6. Communicate with appropriate Center staff any changes in school schedules that may impact scheduled service delivery by Center staff. 7. Protect the confidential information of students served in accordance with policies and all applicable state and federal regulations including the Health Information Portability and Accountability Act (HIPAA) and the Family Educational Rights and Privacy Act (FERPA). Information regarding the services provided to each student will be provided on a need to know basis to clearly identified personnel in a mutually agreeable format following professional and ethical standards. 8. Convey any staff or scheduling concerns to the Center in a timely manner.
Both parties agree that:
1. Participating in any of the programs is voluntary with parental or guardian approval (consent). 2. Length and intensity of service is based exclusively on the individual needs of each student; 3. Services will be provided at no cost to students or families. 4. All services are contingent upon availability of contract funding and availability of program staff.