PROVIDER AGREEMENT

WA THERAPY FUND FOUNDATION PROVIDER AGREEMENT

THIS AGREEMENT (the "Agreement") is dated when the Provider signs up to work with Free Black Therapy

NONPROFIT

WA Therapy Fund Foundation

accounting@therapyfundfoundation.org

(the "Nonprofit")

PROVIDER

Provider Name in Google Form

Email Address in Google Form

(the "Provider")

BACKGROUND

1. The Nonprofit is of the opinion that the Provider has the necessary qualifications, experience and abilities to provide services to the Nonprofit.

2. The Provider is agreeable to providing such services to the Nonprofit on the terms and conditions set out in this Agreement.

3. PROVIDER AGREEMEMT SUMMARY:

   1. You attest that you are a qualified mental health counselor who licensed in the state the client you are serving to provide telehealth and or in person counseling sessions to.

   2. You will provide 8 sessions of up to 1-hour each (45 or 50 minute therapeutic sessions are allowed) on a weekly or bi-weekly basis.

   3. Sessions may NOT be used all in one week.

   4. Funds received are a donation from community donors, corporate, and government grants to include ARPA funding.

   5. Counselors are independent providers, not WA Therapy Fund Foundation employees or independent contractors unless a seperate agreement is made.

   6. This agreement is for Fully or partial remote, in person, Fee-for-Services.

   7. WA Therapy Fund Foundation will pay for the client’s sessions to the therapist directly.
      

QUALIFICATIONS

1. Must be HIPAA-Compliant: Can adhere to HIPAA BAA regulations and ethical codes regarding client confidentiality (for example in video/voice calls, emails, etc.). Provider, or Provider supervisor, assumes all responsibility for HIPAA Liability if provider is not HIPAA-Compliant.

2. Must have the licenses/certificates or other such permissions or methods required to practice therapy across state lines to allow for the practice of teletherapy

3. Must have computer, device, video camera, software, reliable internet connection, and other necessary equipment to conduct video/audio conferencing

4. Must have one or more of the following:

• Qualifying License or current registration with the board of behavioral sciences. DMH Certification, Limited Licensure, Provisional Licensure, or Full Licensure in (one or more) the following areas: Social Work, Mental Health, Marital Counseling, Nursing, Counseling, Psychology, Psychiatry.

• LMFT/MFT Licensed Marriage and Family Therapists or AMFT Associate Marriage & Family Therapist

• LICSW Licensed Independent Clinical Social Worker or LICSWA Associate Clinical Social Worker

• LPCC/LPC Licensed Professional Clinical Counselor or APCC Associate Professional Clinical Counselor

• LEP Licensed Educational Psychologist or CP Clinical Psychologist

• PC Professional Counselor

• LMHC Licensed Mental Health Counselor or LAC Licensed Associate Counselor

• LMSW Licensed Master Social Worker

• LPC-I Professional Clinical Counselor Intern

• Waivered Psychologist

• County DMH Waiver

• Master's (M.A., M.S., M.S.W.), Doctoral (Ph.D, Psy.D), or Medical (M.D.) degree in one of the following behavioral health fields: Social Work, Mental Health, Marital Counseling, Nursing, Counseling, Clinical or Counseling Psychology, Psychiatry.

• 1+ year as Assistant Mental Health Counselor, R.N.

• Must have proper supervision, if applicable

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Nonprofit and the Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Nonprofit hereby agrees to engage the Provider to provide the Nonprofit with the following services (the "Services"):

   • PROVIDER ESSENTIAL DUTIES AND RESPONSIBILITIES:

• Conducts culturally competent individualized intakes/assessments as appropriate.

• Displays sensitivity to the cultural needs of the clients served.

• Models WA Therapy Fund Foundation’S approach, mission and core values in all communication and correspondence.

• Communicates effectively in a culturally competent and diverse consumer population and promotes favorable interaction with others.

• Ability to organize your own schedule, maximizing your time

• Availability to respond to your clients’ initial contact email within 2 business days

1. The Services will also include any other tasks which the Parties may agree on. The Provider hereby agrees to provide such Services to the Nonprofit.

TERM OF AGREEMENT

1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement or until all sessions paid by WA Therapy Fund Foundation have been provided to clients.

2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide written or email notice to the other Party.

3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

4. This Agreement may be terminated at any time by mutual agreement of the Parties.

5. Except as otherwise provided in this Agreement, the obligations of the Provider will end upon the termination of this Agreement.

PERFORMANCE

1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

1. The Provider will charge the Nonprofit for the Services at the rate of $130.00 per 1-hour session or otherwise agreed upon (the "Compensation"). During the 120 day approved voucher period. Unless an extension has been requested by the client or provider.

2. Invoices submitted by the Provider to the Nonprofit are due within 30 days of receipt.

3. Invoices will be submitted via our PROVIDER INVOICE PORTAL.

4. The Provider will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

5. WA Therapy Fund Foundation does not cover any fees, taxes, or payment processing fees from paypal or your payment processor.

6. WA Therapy Fund Foundation will not reimburse or pay for services rendered before or after the voucher approval date.

7. WA Therapy Fund Foundation does NOT pay for cancelled sessions.

8. WA Therapy Fund Foundation does NOT pay for services in advance. This is an unethical practice as clients have the right to cancel or terminate services.

9. WA Therapy Fund only reimburses via paypal or a link providers send to a secure HIPAA payment source such as Simple practice, wix, square, etc.

10. CASHAPP and VENMO are not acceptable payment sources.

Compensation

The Provider will charge Therapy Fund Foundation (“TFF”) $130 per eligible therapy session of up to one hour, unless a different rate is approved by TFF in writing.

Payment is limited to services that:

• Are provided to a client with an active, TFF-approved voucher;

• Occur within the voucher’s approved 120-day service period;

• Do not exceed the number of sessions authorized by TFF;

• Comply with all program requirements; and

• Are properly and timely submitted through the Provider Invoice Portal.

A voucher represents limited authorization to provide eligible services. It is not a guarantee of payment for services provided outside the authorization period or invoiced after the applicable deadline.

Invoice-submission deadline

The Provider must submit each invoice through the Provider Invoice Portal within 30 calendar days after the date of service and before the client’s voucher expires, whichever occurs first.

Invoices submitted by email, mail, text message, or any method other than the Provider Invoice Portal will not be considered received unless TFF provides written authorization for an alternative submission method.

An invoice is considered received only when it has been successfully submitted through the Provider Invoice Portal with all required and accurate information.

Year-end deadline

Regardless of the standard 30-day deadline, all invoices for services provided during a calendar year must be submitted by December 15 of that same year, unless TFF communicates an earlier deadline in writing.

Services provided between December 1 and December 31 must be submitted by the special year-end deadline communicated by TFF. Providers are responsible for monitoring all year-end billing notices.

Invoices from a prior calendar year will not be accepted or paid after TFF closes its fiscal year, completes its grant reconciliation, or submits its final funder reports.

Restricted funding and funder deadlines

The Provider understands that TFF is a nonprofit organization and that payments may be made from restricted grants, contracts, donations, or other time-limited funding sources.

These funding sources may impose firm service, spending, invoicing, reimbursement, and reporting deadlines. Once TFF submits a final funder report, closes a grant period, exhausts the applicable funds, or completes its fiscal-year reconciliation, TFF may be unable to reopen the funding period or use current funding to pay prior-period expenses.

Accordingly, invoices received after the applicable voucher, grant, program, or fiscal-year deadline will be ineligible for payment, even if the underlying service was otherwise eligible.

Voucher expiration and extensions

Services must be completed and invoiced during the voucher’s approved 120-day period unless TFF approves an extension in writing.

A client or provider may request an extension before the voucher expires. An extension request does not automatically extend the voucher. The extension is valid only when TFF provides written approval specifying the revised expiration date.

TFF will not approve retroactive extensions after a voucher has expired, except when TFF determines that an administrative or technical error caused the delay.

Provider responsibility

The Provider is solely responsible for:

• Tracking voucher expiration dates;

• Confirming the number of sessions remaining;

• Submitting complete and accurate invoices;

• Retaining confirmation of each portal submission;

• Correcting rejected or incomplete invoices before the deadline; and

• Maintaining current payment and tax information.

TFF is not responsible for reminding providers of individual billing deadlines. Courtesy reminders do not modify or extend any contractual deadline.

Incomplete, inaccurate, or duplicate invoices

TFF may reject or return invoices that are incomplete, inaccurate, duplicative, unsupported, or inconsistent with program requirements.

A returned or rejected invoice is not considered timely merely because the original submission occurred before the deadline. The corrected invoice must be received within 10 calendar days after TFF’s notice or by the original deadline, whichever is later.

Submitting an invoice does not guarantee approval or payment.

TFF payment timeline

TFF will generally issue payment for complete and approved invoices within 30 calendar days after receipt.

This 30-day period is TFF’s payment-processing period. It is separate from the Provider’s obligation to submit invoices within 30 days after the date of service.

If TFF disputes or requests clarification regarding an invoice, the payment-processing period begins after TFF receives all requested corrections and supporting information.

Late invoices

Invoices received after any applicable submission deadline will be denied and will not be eligible for payment.

TFF’s previous payment of a late invoice does not waive its right to enforce the deadline for another invoice. Any exception must be approved in writing by an authorized TFF representative and applies only to the specific invoice identified in that approval.

Financial hardship, administrative oversight, failure to review email, staff turnover, or forgetting to submit an invoice will not ordinarily constitute grounds for an exception.

Invoice questions and disputes

The Provider must report a missing, rejected, underpaid, or disputed payment to accounting@therapyfundfoundation.org within 30 calendar days after receiving the payment notice or denial.

Any billing dispute must identify the client voucher number, date of service, invoice-submission date, amount, and supporting documentation.

Failure to raise a billing dispute within this period may result in the matter being administratively closed, subject to applicable law.

No balance billing

The Provider may not charge the client for a session that was authorized under a TFF voucher but denied because the Provider failed to submit a timely, complete, or accurate invoice.

The Provider may bill the client only when the client knowingly elects to receive services outside the TFF-funded program and agrees to the Provider’s fees in writing before receiving those services.

Updates to administrative procedures

TFF may update portal instructions, documentation requirements, and administrative deadlines when reasonably necessary to comply with funder, legal, audit, or operational requirements.

TFF will communicate material changes in writing. Changes will apply prospectively from the stated effective date.

CONFIDENTIALITY

1. Confidential information (the "Confidential Information") refers to any data or information relating to the Nonprofit, whether business or personal, which would reasonably be considered to be private or proprietary to the Nonprofit and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Nonprofit.

2. The Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Provider has obtained, except as authorized by the Nonprofit or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY

1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Nonprofit. The use of the Intellectual Property by the Nonprofit will not be restricted in any manner.

2. The Provider may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Nonprofit. The Provider will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

1. Upon the expiration or termination of this Agreement, the Provider will return to the Nonprofit any property, documentation, records, or Confidential Information which is the property of the Nonprofit.

CAPACITY/INDEPENDENT Provider

1. In providing the Services under this Agreement it is expressly agreed that the Provider is acting as an independent provider and not as an employee. The Provider and the Nonprofit acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Nonprofit is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Provider during the Term. The Provider is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Provider under this Agreement.

AUTONOMY

1. Except as otherwise provided in this Agreement, the Provider will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Provider will work autonomously and not at the direction of the Nonprofit. However, the Provider will be responsive to the reasonable needs and concerns of the Nonprofit.

EQUIPMENT

1. Except as otherwise provided in this Agreement, the Provider will provide at the Provider’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in email and delivered to the Parties at the following email addresses:

1. WA Therapy Fund Foundation

admin@therapyfundfoundation.org

1. Provider Name in Google Form

Email Address in Google Form

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

INDEMNIFICATION

1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

1. The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Nonprofit.

ENTIRE AGREEMENT

1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

1. This Agreement will be governed by and construed in accordance with the laws of the State of California.

SEVERABILITY

1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

As a recipient of federal funds each provider agrees to the following statement!

1.     Federal Funds. Provider understands and agrees that funds provided under Culturally Appropriate Behavioral Health Services may only be used in compliance with section 603(c) of the Social Security Act (the Act), as added by section 9901 of the American Rescue Plan Act, the U.S. Department of Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Providers also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including but not limited to applicable sections of 2 C.F.R. Part 200, and statutes and regulations prohibiting discrimination applicable to this federal funding, including but not limited to Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.), the Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), and implementing regulations thereto. Upon request, WA Therapy Fund Foundation shall provide Provider with a copy of its contract with King County setting forth the federal terms and conditions applicable to this funding source.

2.     Debarment and Suspension Certification. Provider certifies that none of the Provider, its principals, as defined at 2 CFR 180.995, or affiliates, as defined at 2 CFR 180.905, are excluded or disqualified as defined at 2 CFR 180.935 and 180.940.

3.     False Statements. Provider understands that making false statements or claims in connection with this Agreement as amended hereto is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal or county awards or contracts, and/or any other remedy available by law.

4.     Recoupment. In additional to all other remedies available in law or equity, Provider agrees that it is financially responsible for and will repay any and all indicated amounts following an audit exception which occurs due to Provider’s failure to comply with the terms of the Agreement as amended hereto.  This duty to repay shall not be diminished or extinguished by the termination of the Agreement.

5.     Records Retention. Provider shall maintain all records and accounts with respect to all matters related to this Agreement as amended hereto, including financial and programmatic records, for a period of six (6) years after all funds have been expended.