HomeMy WebLinkAboutCrossroads Housing MASON COUNTY n CoWKa 2\ 05`�
PROFESSIONAL SERVICES CONTRACT
CONTRACT # CH:2021-2023.CHG-2163-TST
THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as
"COUNTY" and Crossroads Housing hereinafter referred to as"CONTRACTOR."
Contracted Entity Crossroads Housing
Address 71 Sar ison Loop/ P.O. Box 1777
City, State, Zip Code Shelton, WA 98584
Phone 360-427-6919;
Primary Contact Name, Title Tana Frazier, Executive Director
Primary Contact Phone & E-mail 360-427-6919; exdirector hcc.net
Contractor Fiscal Contact Carolyn Malanowski
Contractor Fiscal Phone & Email 360-427-9670; csk hcc.net
Washington State UBI# 601399556
Federal EIN 91-1569401
Total Award/Contract Value $911,101
Annual 2163 Funds Awarded $247,500
Annual 2060 Funds Awarded none
Annual CHG Funds Awarded $168,050.50
Annual TST Funds Awarded $40,000
Contract Term Duration July 1, 2021-June 30, 2023
County Contract Contact Lydia Buchheit, Community Health Mana er
County Contract Email & Phone L diab co.mason.wa.us 360-427-9670 ext 404
County Fiscal Contact Casey Bingham, Fiscal Manager
County Fiscal Email & Phone Caseyb@co.mason.wa.us 360-427-9670 ext. 562
PURPOSE
This grant provides resources to support a homeless crisis response system that assist's people who
are experiencing homelessness obtain and maintain housing stability.
COUNTY and CONTRACTOR, as defined above, acknowledge, and accept the terms of this contract
and EXHIBITS and have executed this contract on the date below to start as of the date and year
referenced above. The rights and obligations of both parties to this contract are governed by this
contract including Special Conditions, General Terms and Conditions, Exhibits, and the following
other documents incorporated by reference: Contract renewal application, original RFP Application,
instructions, and disclosures.
CONTRACTOR BOARD OF COUNTY COMMISSIONERS
/ MASON COUNTY, WASHINGTON
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' Professional Services Contract (rev 04/2019) Pagel '
Special Conditions
CONTRACTOR agrees to the following: The award of funds does not guarantee that the
CONTRACTOR will receive funding if special conditions are not met. The following documents are
requirements and must be received within 30 days of the contract award start date for the
CONTRACTOR to submit an invoice and receive funding. If the agency has provided these
documents under a previous contract, only updated documents need to be provided. For tracking
purposes, please notify COUNTY on each item stating "no updates" if this is the case.
1. CONTRACT REQUIREMENTS to receive funding:
a. Vendor Payment Form
b. Certificate of Insurance (see requirements Exhibit B)
c. Organizations Strategic Plan (if available)
d. Annual Report (if available)
e. Overall Organizational Budget (previous calendar or fiscal year)
f. Organizational Chart
g. Program Policies and Procedures
h. Job Descriptions of personnel working directly or indirectly in the program
Funding Source: Department of Commerce Consolidated Homeless Grant, Local Document
Recording Fees (RCW 36.22.179) and Treatment Sale Tax (RCW 82.14.460).
General Terms and Conditions
Scope of Services:
CONTRACTOR agrees to provide COUNTY all services and any materials as set forth as identified in
EXHIBIT A SCOPE OF SERVICES, contract renewal application, original Housing RFP Application,
instructions, and disclosures during the CONTRACT period. No material, labor or facilities will be
furnished by COUNTY, unless otherwise provided for in the CONTRACT.
Term:
Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed
at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both
parties hereto agree to such provision in writing. The term of this CONTRACT may be extended by
mutual consent of the parties; provided, however, that the CONTRACT is in writing and signed by
both parties.
COMMERCE and the State of Washington are not liable for claims or damages arising from a
Subgrantee's performance of the subgrant. All subgrants shall bind the Subgrantee to follow all
applicable terms of the Grant.
Amendments and Extension:
This contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
The duration of this CONTRACT may be extended by mutual written consent of the parties, for a
period of up to one year, and for a total of no longer than three years.
Change in Personnel:
The success of the approved program is largely contingent on the approved staffing identified in the
proposal application and/or related to the final award amount and related services. Should there be
any material change in job description, level of authority, or employment status of program staffing (or
projected staff start dates for new programs) during the term of the CONTRACT, the COUNTY
requires that the CONTRACTOR notify the COUNTY in writing within 15 days of the change and
' Professional Services Contract (rev 04/2019) Page 2 '
includes a staffing plan to minimize any disruption in services. CONTRACTOR will provide updates if
there are any changes to the staffing plan or hiring delays.
Independent Contractor:
CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent contractor,
and nothing herein contained shall be construed to create a relationship of employer-employee. All
payments made hereunder, and all services performed shall be made and performed pursuant to this
CONTRACT by the CONTRACTOR as an independent contractor.
CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in
Exhibit C-Budget, and the CONTRACTOR is not entitled to any benefits including, but not limited to:
vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other
rights or privileges afforded to employees of COUNTY. The CONTRACTOR represents that he/she/it
maintains a separate place of business, serves clients other than COUNTY, will report all income and
expense accrued under this CONTRACT to the Internal Revenue Service, and has a tax account with
the State of Washington Department of Revenue for payment of all sales and use and Business and
Occupation taxes collected by the State of Washington. CONTRACTOR will be responsible for and
will pay all taxes related to the receipt of payments from the COUNTY.
CONTRACTOR will defend, indemnify, and hold harmless COUNTY, its officers, agents or employees
from any loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees
or costs incurred by reason of claims or demands because of breach of the provisions of this
paragraph.
Billing Procedures and Payment:
The funding awarded may only be used for eligible activities and expenses. COUNTY will pay
CONTRACTOR upon acceptance of services provided and receipt of properly completed invoices,
which shall be submitted to the COUNTY representative not more often than monthly. Exceptions to
the single billing per month (or quarterly) can be made by the COUNTY on a case-by-case basis. The
CONTRACTOR shall only be paid as a reimbursement of allowable costs incurred during each invoice
period, according to the terms provided in EXHIBIT A, if CONTRACTOR performs the services and
submits all reporting to a satisfactory level.
The COUNTY may, in its sole discretion withhold payments claimed by the Grantee for services
rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition of this Grant.
No payments in advance or in anticipation of services or supplies to be provided under this Grant shall
be made by the COUNTY.
The invoices shall describe and document, to the COUNTY'S satisfaction, a description of the work
performed, the progress of the project and fees. The invoice shall include the contract number.
Provide a detailed breakdown of expenses invoiced by allowable intervention type and budget
category. CONTRACTOR must keep all back up documentation and receipts on file. The COUNTY
may request a review of the documentation prior to payment or as part of a contract monitoring
process.
Funding will be disbursed upon submitting the program reports and expenditure invoice according to
the vendor payment schedule of the County Assessor's Office. Payment shall be considered timely if
made by the COUNTY within thirty (30) calendar days after receipt of properly completed invoices and
any accompanying reports.
Duplicate Payment:
The COUNTY shall not pay CONTRACTOR, if the CONTRACTOR has charged or will charge any
other party under any other Grant, subgrant/subcontract, or agreement, for the same services or
expenses. If it is determined that CONTRACTOR has received duplicate payment, the
CONTRACTOR must pay back the COUNTY for these expenses.
' Professional Services Contract(rev 04/2019) Page 3 '
Payment Information:
CONTRACTOR agrees to complete or make sure a current Vendor Payment Form is on file providing
the COUNTY with all information necessary to correctly issue such payments. COUNTY will
reimburse CONTRACTOR for actual expenditures incurred each month, according to the terms
provided in EXHIBIT A, Scope of Service, provided that the CONTRACTOR performs the services
and submits all reporting to a satisfactory level. No payments in advance or in anticipation of goods
or services to be provided under this contract shall be made by the COUNTY.
Payment is on the assumption that State and local funds are available to the COUNTY for
disbursement to the CONTRACTOR and have been expended and program requirements met, or
earlier in the event of non-compliance. If State or local funds are not available to the COUNTY, the
COUNTY reserves the right to amend the payment terms and the amount of the maximum contract
total. The term of this CONTRACT begins on the Effective Date, and the CONTRACTOR agrees not
to incur any expenses on the program using COUNTY funding prior to the effective date.
Budget:
CONTRACTOR further agrees that funds provided under this CONTRACT will be expended as
specifically itemized line by line in the Budget provided in Exhibit C, and that CONTRACTOR will
follow the Budget Amendment Process for quarterly expense transfers within a budget category (i.e.
operations, administration, facilities support). Budget transfers will not be made unless approved by
the COUNTY. Late requests will not be accepted.
Recordkeeping:
CONTRACTOR agrees to keep records in an easily read form sufficient to account for all receipts and
expenditures of contract funds. These records, as well as supporting documentation, will be archived
by the CONTRACTOR'S office for at least six (6) years after the end of the contract. CONTRACTOR
agrees to make such books, records, and supporting documentation available to the COUNTY for
inspection when requested.
Accounting and Payment for CONTRACTOR Services:
Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in
"Exhibit C BUDGET". Where Exhibit "C" requires payments by the COUNTY, payment shall be based
upon written claims supported, unless otherwise provided in Exhibit "C," by documentation of units of
work performed and amounts earned, including, where appropriate, the actual number of days worked
each month, total number of hours for the month, and the total dollar payment requested, to comply
with municipal auditing requirements. Acceptable invoices will be processed within 30 days of receipt.
Unless specifically stated in Exhibit "C" or approved in writing in advance by the official executing this
CONTRACT for COUNTY or his or her designee (hereinafter referred to as the "Administrative
Officer"). COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the
CONTRACTOR in the performance of this CONTRACT. Where required, COUNTY shall, upon
receipt of appropriate documentation, compensate the CONTRACTOR, no more often than monthly,
in accordance with COUNTY's customary procedures.
Reporting and Other Contract Requirements:
CONTRACTOR agrees to submit program and expense reports, as well as perform all other
requirements outlined in Exhibit A— SCOPE OF SERVICE, on or before the dates indicated therein.
The COUNTY reserves the right to aggregate, disaggregate, analyze, reproduce, and/or disseminate
the data provided in program reports, financial activity reports, or any other reports submitted to the
COUNTY with respect to the program.
Federal and State Benchmarks, Data Collection, and Evaluation:
The Department of Housing and Urban Development (HUD) and the Department of Commerce may
require additional reporting of programs and continuums of care directly or indirectly related to the
funding awarded such as, but not limited to, Coordinated Entry, Data Quality, Data Timeliness,
' Professional Services Contract (rev 04/2019) Page 4 '
Housing Inventory Report, Annual Performance Report, Point in Time Count and System
Performance Measures. CONTRACTOR agrees to participate in these evaluation efforts, meet
individual benchmarks that contribute to the system and will fulfill the data collection and reporting
requirements specified at the time of the request. It will be the obligation of the COUNTY
representatives, CONTRACTOR and other contractors to provide protections and assurances
regarding the confidentiality of data, samples of work (in any media format) and/or interview
comments provided by participants. CONTRACTOR also agrees to provide the COUNTY with the
results of any independent or self-directed evaluation or research undertaken in respect to the funded
program.
Taxes:
CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State
income taxes. Where required by State or Federal law, the CONTRACTOR authorizes COUNTY to
withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the
CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in
accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make
the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely
liable for any tax obligation arising from the CONTRACTOR's performance of this CONTRACT. The
CONTRACTOR hereby agrees to indemnify COUNTY against any demand to pay taxes arising from
the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT.
COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required
by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and
Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to
which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax.
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any
employment rights whatsoever and shall not be deemed to guarantee any employment of
CONTRACTOR or any employee of CONTRACTOR or any sub-contractor or any employee of any
sub-contractor by COUNTY now or in the future.
Intellectual Property:
CONTRACTOR shall retain all copyrights and other intellectual property rights to written work
produced because of this award, including but not limited to, work product listed in SCOPE OF
SERVICES. CONTRACTOR grants to COUNTY a nonexclusive, irrevocable, perpetual, and royalty-
free license to access, reproduce, publish, copy, or otherwise use such written work. Program
materials may be reproduced (but not morphed, amended, revised, or redesigned) by any other party,
on a worldwide, non-exclusive basis and without fee in connection with their own educational or
program purposes, but may not be used in connection with sales or distribution for profit. The owner
must approve any use of project materials not specifically permitted under this provision, in advance
and in writing. As appropriate, all materials shall contain an attribution of ownership.
Third-Party Rights:
CONTRACTOR warrants that written work product(s) produced under the terms of this CONTRACT
will not infringe, misappropriate, or violate the rights of any third party, or incorporate or be derived
from the intellectual property of any third party, without the COUNTY'S prior written consent.
Audit Provisions and Non-Compliance:
Throughout the course of the CONTRACT term, the COUNTY will monitor compliance with contract
requirements and performance, invoices, reports and Scope of Services (Exhibit A). If the COUNTY,
a) encounters non-compliance with the terms outlined in the CONTRACT on the part of the
CONTRACTOR, or (b) is not satisfied, in its sole discretion, with the quality of CONTRACTOR'S work,
the COUNTY will follow to make a reasonable attempt to assist CONTRACTOR with technical
assistance to resolve issues that impede quality and compliance. If compliance and/or quality issues
' Professional Services Contract (rev 04/2019) Page 5 '
are not resolved through standard technical assistance, or reasonable efforts to provide such
assistance, CONTRACTOR will be engaged in corrective action through a Corrective Actions and/or
Performance Improvement Plan, as outlined in Contract Guidance Manual. Failure to meet the
corrective actions can result in early contract termination, as outlined in Contract Guidance Manual.
Contract Close out:
CONTRACTOR shall adhere to any Commerce year-end fiscal deadlines. In the event of early
termination or non-renewal of a contract, final payment is contingent upon the CONTRACTOR'S
ability to provide the COUNTY with all invoices and work product including plans, narrative reports,
and data reports, to release the final payment for services within sixty (60) calendar days of contract
completion or termination. The COUNTY shall have no further obligation to pay CONTRACTOR if
any invoices or reports are past due for the sixty (60) day period following the contract term end date.
Early Termination:
The COUNTY may terminate the contract prior to the end of the term if satisfactory compliance is not
reached after reasonable efforts have been made to restore compliance, as outlined in Contract
Guidance Manual. In the case of such termination, CONTRATOR is required to immediately repay
the full amount of any funds which CONTRACTOR did not spend as of the date of the notice of
termination. CONTRACTOR must submit a final invoice and all reports to a satisfactory level within
sixty (60) days of termination to receive payment for any services up until the day of termination. The
COUNTY shall have no further obligation to pay CONTRACTOR if any invoices or reports are past
due for the sixty (60) day period following termination.
Termination for Default:
If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes
insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an
assignment for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR
in the U.S. mail, terminate the CONTRACT, and at COUNTY's option, obtain performance of the work
elsewhere. If the CONTRACT is terminated for default, CONTRACTOR shall not be entitled to
receive any further payments under the CONTRACT until all work called for has been fully performed.
Any extra cost or damage to COUNTY resulting from such default(s) shall be deducted from any
money due or coming due to CONTRACTOR. CONTRACTOR shall bear any extra expenses
incurred by COUNTY in completing the work, including all increased costs for completing the work,
and all damage sustained, or which may be sustained by COUNTY by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason that
CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the
notice of termination had been issued pursuant to the Termination for Public Convenience paragraph
hereof.
Termination for Public Convenience:
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its
sole discretion, that such termination is in the interests of COUNTY. Whenever the CONTRACT is
terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual
work performed in compliance with Exhibit A-SCOPE OF SERVICES. An equitable adjustment in the
CONTRACT price for partially completed items of work will be made, but such adjustment shall not
include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this
CONTRACT by COUNTY at any time during the term, whether for default or convenience, shall not
constitute breach of CONTRACT by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole
discretion, that such termination is necessary due to a decrease in available project funding including
State and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this
' Professional Services Contract (rev 04/2019) Page 6 '
paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance
with Exhibit A Scope-of-Services and Exhibit B Compensation.
Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT within the
times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold from amounts
otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is cured
or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling
CONTRACTOR to termination or damages, provided that COUNTY promptly gives notice in writing to
the CONTRACTOR of the nature of the default or failure to perform, and in no case more than ten
(10) days after it determines to withhold amounts otherwise due. A determination of the
Administrative Officer set forth in a notice to the CONTRACTOR of the action required and/or the
amount required to cure any alleged failure to perform shall be deemed conclusive, except to the
extent that the CONTRACTOR acts within the times and in strict accord with the provisions of the
Disputes clause of this CONTRACT. COUNTY may act in accordance with any determination of the
Administrative Officer which has become conclusive under this clause, without prejudice to any other
remedy under the CONTRACT, to take all or any of the following actions: (1) cure any failure or
default, (2) to pay any amount so required to be paid and to charge the same to the account of the
CONTRACTOR, (3) to set off any amount so paid or incurred from amounts due or to become due the
CONTRACTOR. In the event the CONTRACTOR obtains relief upon a claim under the Disputes
clause, no penalty or damages shall accrue to CONTRACTOR by reason of good faith withholding by
COUNTY under this clause.
Disputes:
1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the
AGREEMENT shall be brought to the attention of COUNTY at the earliest possible time in order that
such matters may be settled, or other appropriate action promptly taken. For objections that are not
made in the manner specified and within the time limits stated, the records, orders, rulings,
instructions, and decisions of the Administrative Officer shall be final and conclusive.
2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may be
payable, or to extension of time for (1) any act or failure to act by the Administrative Officer of
COUNTY, or (2) the happening of any event or occurrence, unless the CONTRACTOR has given
COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of the act,
failure, or event giving rise to the claim, and before final payment by COUNTY. The written Notice of
Potential Claim shall set forth the reasons for which the CONTRACTOR believes additional
compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the
amount of the potential claim. CONTRACTOR shall keep full and complete daily records of the work
performed, labor and material used, and all costs and additional time claimed to be additional.
3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension
of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the
claim arose, and before final payment by COUNTY, the CONTRACTOR has given COUNTY a
detailed written statement of each element of cost or other compensation requested and of all
elements of additional time required, and copies of any supporting documents evidencing the amount
or the extension of time claimed to be due.
Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be brought either in court
or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim,
dispute or controversy between the parties under, arising out of, or related to this CONTRACT or
otherwise, including issues of specific performance, shall be determined by arbitration in Shelton,
Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date
hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within
ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar
credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by
the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable
' Professional Services Contract (rev 04/2019) Page 7 '
relief (including specific performance), or any other remedy available from a judge, including
expenses, costs and attorney fees to the prevailing party and pre-award interest, but shall not have
the power to award punitive damages. The decision of the arbitrator shall be final and binding and an
order confirming the award or judgment upon the award may be entered in any court having
jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive
remedy between them regarding any dispute presented or pled before the arbitrator. At the request of
either party made not later than forty-five (45) days after the arbitration demand, the parties agree to
submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date;
provided, that either party may decline to mediate and proceed with arbitration.
Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within
six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is
commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing
in nature. Claims, disputes or issues arising more than six (6) years prior to a written request or
demand for arbitration issued under this Agreement are not subject to arbitration.
Labor Standards:
CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not
limited to those pertaining to payment of wages and working conditions, in accordance with RCW
39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis-Bacon Act;
and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing
wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in
surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety
as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of
Washington.
Equipment Purchase, Maintenance, and Ownership:
The CONTRACTOR agrees that any depreciable equipment purchased, in whole or part, with contract
funds at a cost of$1,000 per item or more, is upon its purchase the property of the COUNTY and will
be used only for the program funded. The CONTRACTOR agrees to establish and maintain
transaction documents (purchase requisitions, packing slips, invoices, receipts) and maintenance
records of equipment purchased with Contract funds. The CONTRACTOR shall be responsible for
any loss or damage to property of the COUNTY that results from the negligence of the contractor or
that results from the failure on the part of the contractor to maintain and administer that property in
accordance with sound management practices. In the case of Early Termination, the CONTRACTOR
agrees that all such equipment will be returned to the COUNTY unless otherwise agreed upon in
writing by the CONTRACTOR and the COUNTY.
Assignment and Subcontracting:
The performance of all activities contemplated by this CONTRACT shall be accomplished by
CONTRACTOR. No portion of this CONTRACT may be assigned or subcontracted to any other
individual, firm or entity without the express and prior written approval of COUNTY. If subcontracting
is approved, the CONTRACTOR is responsible to COUNTY should the subcontractor fail to comply
with any applicable term or condition of this contract. CONTRACTOR shall audit and monitor the
activities of the subcontractor during the contract term to assure fiscal conditions and performance
metrics are met. COUNTY will be included on any audit or monitoring activities and reports.
Conflict of Interest:
If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or
any of its employees involved in the performance of this CONTRACT shall have or develop an interest
in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then
CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be
made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or
not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or
potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the
' Professional Services Contract (rev 04/2019) Page 8 '
conflict of interest. COUNTY may also terminate this CONTRACT according to the provisions herein
for termination.
Non-Discrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment
for all qualified applicants and employees without regard to race, color, creed, religion, national origin,
sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply
with all laws prohibiting discrimination against any employee or applicant for employment on the
grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status,
disability, or veteran status, except where such constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall
take affirmative action to insure that applicants are employed, and treated during employment, without
regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation,
disability, or veteran status, except where such constitutes a bona fide occupational qualification.
Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations,
rate of pay or other forms of compensation benefits, selection for training including apprenticeship,
and participation in recreational and educational activities. In all solicitations or advertisements for
employees placed by them or on their behalf, CONTRACTOR shall state that all qualified applicants
will receive consideration for employment without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub-contractor, provided that the foregoing
provision shall not apply to contracts or sub-contractors for standard commercial supplies or raw
materials, or to sole proprietorships with no employees.
Non-Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin,
sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or
business any service or benefits under this CONTRACT; or subject an individual or business to
segregation or separate treatment in any manner related to his/her/its receipt any service or services
or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to
participate in any program provided by this CONTRACT.
Waiver of Noncompetition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to
require another person or corporation to refrain from submitting a proposal to or performing work or
providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future,
directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or
proposal to or from performing work or providing supplies to COUNTY.
Patent/Copyright Infringement:
CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand
brought against COUNTY; to the extent such action is based on the claim that information supplied by
the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and
damages attributable to any such claims that are finally awarded against COUNTY in any action.
Such defense and payments are conditioned upon the following:
A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such
claim.
B. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for
COUNTY the right to continue using the information, in the event such claim of infringement, is
made, provided no reduction in performance or loss results to COUNTY.
Confidentiality:
CONTRACTOR, its employees, sub-contractors, and their employees shall maintain the confidentiality
of all information provided by COUNTY or acquired by CONTRACTOR in performance of this
' Professional Services Contract (rev 04/2019) Page 9 '
CONTRACT, except upon the prior written consent of COUNTY or an order entered by a court after
having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY
notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall
indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense,
including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from
CONTRACTOR's breach of this provision.
Right to Review:
This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its
designee shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's
Auditor's Office. Such review may occur with or without notice and may include, but is not limited to,
on-site inspection by COUNTY agents or employees, inspection of all records or other materials which
COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications
with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and
maintain all financial records and records relating to the performance of work under this CONTRACT
for six (6) years after CONTRACT termination, and shall make them available for such review, within
Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the
Administrative Officer in advance of any inspections, audits, or program review by any individual,
agency, or governmental unit whose purpose is to review the services provided within the terms of
this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to
notify the Administrative Officer as soon as it is practical.
Insurance Requirements:
At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements
detailed in "Exhibit B-Insurance Requirements."
Insurance as a Condition of Payment:
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the
CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment
to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of
full compliance, payments not otherwise subject to withholding or set-off will be released to
CONTRACTOR.
Industrial Insurance Waiver:
With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers,
agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised
Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the
obligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim
brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by
the parties to this CONTRACT.
CONTRACTOR Commitments, Warranties and Representations:
Any written commitment received from CONTRACTOR concerning this CONTRACT shall be binding
upon CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph.
Failure of CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages
to COUNTY. A commitment includes, but is not limited to, any representation made prior to execution
of this CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of
services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or
warranties.
Defense and Indemnity Contract:
Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR agrees to
indemnify, defend and hold COUNTY and its departments, elected and appointed officials,
employees, agents and volunteers, harmless from and against any and all claims, damages, losses
' Professional Services Contract (rev 04/2019) Page 10 '
and expenses, including but not limited to court costs, attorney's fees and alternative dispute
resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any
damage to or destruction of any property (including the loss of use resulting there from) which 1) are
caused in whole or in part by any act or omission, negligent or otherwise, of the CONTRACTOR, its
employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or
volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with
performance of this CONTRACT; or 3) are based upon CONTRACTOR's or its subcontractors' use of,
presence upon or proximity to the property of COUNTY. This indemnification obligation of
CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense
is caused by the sole negligence of COUNTY. This indemnification obligation of the CONTRACTOR
shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by
application of any other workmen's compensation act, disability benefit act or other employee benefit
act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The
foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to
enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually
negotiated by the parties.
Participation by County — No Waiver. COUNTY reserves the right, but not the obligation, to participate
in the defense of any claim, damages, losses or expenses and such participation shall not constitute a
waiver of CONTRACTOR's indemnity obligations under this CONTRACT.
Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR'S
indemnity obligations shall survive the completion, expiration or termination of this CONTRACT.
Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent
allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify COUNTY on a
basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY.
Compliance with Applicable Laws, Rules and Regulations:
This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America,
the State of Washington, political subdivisions of the State of Washington and Mason County.
CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards
for licensing, certification and operation of facilities and programs, and accreditation and licensing of
individuals.
Conflict of Interest:
Notwithstanding, any determination by the Executive Ethics Board or other tribunal, the COUNTY
may, in its sole discretion, by written notice to CONTRACTOR terminate this contract if it is found after
due notice and examination by the COUNTY that there is a violation of the Ethics in Public Service
Act, Chapter 42.52 RCW or any similar statute involving CONTRACTOR, or any activities performed
pursuant to the contract.
Unilateral Contract Changes:
The CONTRACTOR acknowledges that the COUNTY may correct typographical errors, numbering
errors or other minor grammar or punctuation error without the need to amend the agreement. The
CONTRACTOR shall be notified when any correction take place and will be provided with a corrected
copy of the contract.
Contract Monitoring and Program Review:
CONTRACTOR will permit Mason County staff to visit CONTRACTOR'S premises and review
CONTRACTOR'S activities with respect to the program, and will permit the COUNTY at its own
expense, to conduct an independent financial and/or programmatic audit of the expenditures related
to this contract.
' Professional Services Contract (rev 04/2019) Page 11 '
Contract Administration:
COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's Community
Services Director and his or her designee, as COUNTY's representative, hereinafter referred to as the
Administrative Officer, for the purposes of administering the provisions of this CONTRACT, including
COUNTY's right to receive and act on all reports and documents, and any auditing performed by the
COUNTY related to this CONTRACT.
The Administrative Officer for purposes of this CONTRACT is:
Lydia Buchheit, Community and Family Health & Human Services Manager
Mason County Community Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 404
Fax: 360-427-7787
E-mail: LydiaB()co.mason.wa.us
Financial Contact:
Casey Bingham, Finance Manager
Mason County Public Health and Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 562
Fax: 360-427-7787
E-mail: caseyb(a)-co.mason.wa.us
Notice:
Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except
service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer
under this CONTRACT. Notices and other communication may be conducted via e-mail, U.S. mail,
fax, hand-delivery or other generally accepted manner including delivery services.
Modifications:
Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid
and binding upon either party, shall be in writing and signed by both of the parties.
Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any of the
terms of this CONTRACT, the venue of such action of litigation shall be in the courts of the State of
Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be
governed by the laws of Mason County and the State of Washington.
Severability:
If any term or condition of this CONTRACT or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications
which can be given effect without the invalid term, condition or application. To this end, the terms and
conditions of this CONTRACT are declared severable.
Waiver:
Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or
subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or
deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to
insist upon strict performance of any of the covenants of this CONTRACT, or to exercise any option
herein conferred in any one or more instances, shall not be construed to be a waiver or
relinquishment of any such, or any other covenants or contracts, but the same shall be and remain in
full force and effect.
' Professional Services Contract (rev 04/2019) Page 12 ,
Order of Precedence:
A. Applicable federal, state and county statutes, WAC's, RCW's, regulations, policies,
procedures, federal Office of Management and Budget (OMB) circulars and federal and state
executive orders.
B. Contract Face Sheet
C. Special Conditions
D. General Terms & Conditions
E. Exhibit B Insurance Requirements
F. Exhibit A, Scope of Service
G. Exhibit C, Budget
H. Grant Guidelines
Entire Contract:
This written CONTRACT, comprised of the writings signed or otherwise identified and attached
hereto, represents the entire CONTRACT between the parties and supersedes any prior oral
statements, discussions, or understandings between the parties.
(blank space intentional)
' Professional Services Contract (rev 04/2019) Page 13 '
EXHIBIT A
Scope of Service
Program:
1. Coordinated Entry: Lead Agency
2. Family Emergency Shelter: low barrier, year-round 7-unit continuous stay emergency shelter
for families
3. Transitional Housing: 5 units of transitional housing
4. A centralized Rapid Rehousing Program with multiple funding sources
Contractor Requirements:
Refer to the Consolidated Homeless Grant Guidelines and the Mason County Grant Guidelines for
more information regarding these requirements. This is a performance-based contract for services
with the ability to meet deliverables and desired program and homeless crisis response system level
outcomes.
A. Compliance
a. Abide by all WAC's and RCW's governing the funding, programmatic requirements and
remain current to all legislative actions that impact funded programs and services.
b. Responsible for all the information in the:
i. Contract Renewal Application
ii. Original RFP Application and/or Contract Renewal Application
iii. Original RFP Instructions
iv. Original RFP Disclosures
v. Consolidated Homeless Grant Guidelines
vi. Washington State Coordinated Entry Guidelines
vii. Coordinated Entry Core Elements Guidebook
viii. Washington State Local (5-year) Plan Guidelines and Mason County 5-year
Local Plan
ix. Mason County Contract Guidelines and Procedures Manual.
c. Meet all Homelessness Management Information Systems (HMIS) data base
requirements such as release of information, protection of personally identifying
information, transferring data and data sharing agreements.
d. Follow best practices and, if it applies, fidelity models for each project intervention type
operated.
e. Must participate in Coordinated Entry as described in the Washington State
Coordinated Entry Guidelines. All Subcontractors are encouraged to participate in the
system of care to meet required performance outcome benchmarks.
f. Enrollment Management: contractor agrees to manage funds and program
enrollments, so money is available throughout the contract term, funds are spent down,
and/or households are not terminated from the program.
g. Services will be provided to program participants on a voluntary basis.
h. Active role and count participant in the Point in Time Homeless Census Count
i. Follow all CDC guidelines for shelter operations while the Covidl9 pandemic is in
effect
B. Commit to ending homelessness in Mason County by working as a system and meeting
project level and system performance measures by:
a. Funding supports a Housing Crisis Response System and CONTRACTORS are
expected to collaborate for the overall improvement of the system and system
performance measurements as required by the Department of Commerce. In some
cases, system performance involvement and measures will include the entire agency
and not just the program(s) funded.
Professional Services Contract (rev 04/2019) Page 14
b. Ability and commitment to meet Key Performance Measures by project type:
i. Exits to Permanent Housing
1. Emergency Shelter = 50%
2. Rapid Rehousing = 80%
3. Transitional Housing = 80%
4. Increase percentage of exits to permanent housing from all housing
intervention projects to the level of the top performing 20 percent of
homeless crisis response systems nationwide.
ii. Unsheltered Prioritization: Serving at least 60% unsheltered homeless
households
iii. Returns to Homelessness
1. Raid Rehousing and Transitional Housing <_ 5%
2. Emergency Shelter<_ 10%
iv. Emergency Shelters:
1. Shelter Utilization: 95% utilization rate by bed for adult shelters and
room occupancy for family shelters.
2. Create a notification system to key agencies (including law enforcement)
of available beds
3. Follow CDC Guidelines on physical distancing and shelter protocol
v. Data Quality
1. Rapid Rehousing and Transitional Housing Destinations 5% unknown
responses
2. Emergency Shelters <_ 20% unknown responses
vi. Data Timeliness: All program staff must enter/update project participant
household data into HMIS within 10 calendar days following the date of project
enrollment/exit.
c. Commitment to ending homelessness for at least one subpopulation (Family, Adult,
Youth, Veteran or Chronically Homeless) and work in the community as a system to
accomplish this goal.
d. A member of the Housing Task Force to develop the Local 5-year Plan and implement
strategies and activities from the 5-year Plan to achieve objectives and measures of
success.
C. Submit deliverables with a commitment to reporting complete, quality data that is
timely, truthful and accurate in accordance with the Deliverable Schedule.
a. Monthly, by the 10th of each month
i. Invoice payment request.
ii. HMIS Data Quality and Timeliness
iii. Monthly Program Enrollment Report
b. Quarterly, by the 10th of each month following the quarter reported on
i. Program Performance Report
1. Progress toward key performance measures (Section B directly above)
2. If performance is below the expected outcome, submit an action plan
that describes the strategies and steps that will be taken and a
projection of how much improvement will be made by the end of the
contract year. Plans must be updated each quarter.
ii. Coordinated Entry: Lead agency will submit a report that tracks the
homelessness status of all households, engagements and housing placements
for each household.
iii. Landlord Outreach: All housing program intervention types that have "percent
exit to permanent housing" goals are expected to conduct landlord outreach
with the purpose to expand and retain landlords willing to rent to very low
income and/or households requiring permanent supportive housing. Submit a
log quarterly of these activities (this does not include calls on behalf of program
participants).
' Professional Services Contract (rev 04/2019) Page 15 '
c. Annually
i. Lead agency: Point in Time Count Report, due by February 15.
CONTRACTORS are expected to assist the lead agency in conducting a
comprehensive count and providing accurate data to the lead agency.
D. Consolidated Homeless Grant Subcontractors
a. All items in the CHG Guidelines are delegated to the subcontractor.
b. Subcontractor is responsible for all items in the contract between Mason County and
the Department of Commerce
c. Subcontractor is responsible for all applicable CHG Guidelines
(blank space intentional)
' Professional Services Contract (rev 04/2019) Page 16 '
Deliverable Schedule
Item Date Due I Frequency Deliverable Name Description Criteria for Acceptance
Target date July 30, but no Contract Requirements All requested information must
1 later than thirty (30) days of Special Conditions identified in the Special be current, complete, and
the signature date by the Conditions Section accurate
COUNTY
Complete, accurate, and
2 Monthly, as close to the 1st Invoice Monthly invoice& Back up approval signature. Back up
of each month as possible documentation documentation in the form of a
general ledger
A. Complete, timely, and
accurate data using template(s)
A. All new monthly program provided
A. Monthly Enrollment enrollments and key community B. Data Timeliness: client data
On or before the 10th of Report program referral and enrollment entered within 10 days of
3 each month B. Data Quality&Timeliness tracking project start and exit
(CHG 6.2) B. Data Timeliness and Data Data Quality: 5% unknown
Quality Report housing destination for RRH
and TH; _20/o unknown
responses for emergency
shelters
A. Outcome of key
performance measures- 1)
exits to permanent housing, 2)
A. Program Performance unsheltered prioritization, 3)
Report data quality and timeliness;
B. Coordinated Entry B. Coordinated Entry—Lead A- F. All reports are received
Tracking (5 yr. Plan Obj 1, agency to provide Tracking on time and are accurate;
Quarterly, on or before the Measure of Success b) Report(access points assist proper and complete use of
4 10th of Oct., Jan.,April., & C. Landlord Outreach (CHG lead agency in data collection, templates; all directions
July 2.3, RCW 43.185c.240) accuracy and tracking); followed;Action plan to
D. Training Log (CHG 2.1.6) C. Landlord Outreach-list of accompany report for areas that
E. Shelter Utilization Rate qualifying activities performed; are not tracking to meet
F. Grant Spend Down D. Staff training for the quarter program outcome benchmarks
Report E. Shelter Utilization Rate
F. Only for RRH programs
(broken out by funding source)
and any voucher budget items
(e.g. motel vouchers)
Annually, as described A. All activities associated with
below: planning, hosting event and A. Attempt a complete count of
A. Point in Time Count Planning and Event conducting surveys for the people experiencing
A. PIT Count Event annual Point in Time Homeless homelessness in Mason County
Planning and Conduct: a PIT Count Report c lead Census Count B. Truthful and accurate data,
August—February, agency(all other agencies B. Formal PIT Count Report of work with County and Dept of
B. February 15-PIT Count assist in data verification) the event, homeless census Commerce to verify data
Report: data and demographics
CONTRACTOR must use templates when provided by Mason County
' Professional Services Contract (rev 04/2019) Page 17 ,
EXHIBIT B
INSURANCE REQUIREMENTS
A. MINIMUM Insurance Requirements:
1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability"
policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an
additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to
limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
2. Workers' Compensation on a state-approved policy form providing statutory benefits as required by law
with employer's liability limits for CONTRACTOR's, with two (2) or more employees and/or volunteers, no
less than $1,000,000 per accident for all covered losses.
3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non-owned
and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined
single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non-owned auto
endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's
employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of
personal auto liability coverage for each such person.
B. Certificate of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within
five (5) days of CONTRACT execution.
C. Basic Stipulations:
1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional
insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition
date prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else
involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter"indemnifying parties") to comply
with these provisions.
2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of
any insurance proceeds, and to require all indemnifying parties to do likewise.
3. All insurance coverage maintained or procured by CONTRACTOR or required of others by
CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to
COUNTY or must specifically allow the named insured to waive subrogation prior to a loss.
4. All coverage types and limits required are subject to approval, modification and additional requirements
by COUNTY. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect
COUNTY's protection without COUNTY's prior written consent.
5. CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to COUNTY,
consisting of: a) certificate(s) of insurance evidencing all the coverages required and, b) an additional
insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG
20 10 with an edition date prior to 2004. CONTRACTOR agrees, upon request by COUNTY to provide
complete, certified copies of any policies required within 10 days of such request. COUNTY has the right,
but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid
by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due
CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any other additional insured under
these requirements to obtain proof of insurance required under this CONTRACT in no way waives any
right or remedy of COUNTY or any additional insured, in this or in any other regard.
6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided
by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis
in relation to any other insurance or self-insurance available to COUNTY.
Professional Services Contract (rev 04/2019) Page 18 '
7. CONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion of the
insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its
obligations to COUNTY. If CONTRACTOR's existing coverage includes a self-insured retention, the self-
insured retention must be declared to the COUNTY. The COUNTY may review options with
CONTRACTOR, which may include reduction or elimination of the self-insured retention, substitution of
other coverage, or other solutions.
8. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or
agents face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies
whether the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not
effective until COUNTY executes a written statement to that effect.
9. The limits of insurance as described above shall be considered as minimum requirements. Should any
coverage carried by CONTRACTOR or a subcontractor of any tier maintain insurance with limits of liability
that exceed the required limits or coverage that is broader than as outlined above, those higher limits and
broader coverage shall be deemed to apply for the benefit of any person or organization included as an
additional insured and those limits shall become the required minimum limits of insurance in all Paragraphs
and Sections of this CONTRACT.
10. None of the policies required herein shall be in compliance with these requirements if they include any
limiting endorsement that has not been first submitted to COUNTY and approved of in writing.
11. The requirements in this Exhibit supersede all other sections and provisions of this CONTRACT to the
extent that any other section or provision conflicts with or impairs the provisions of this Exhibit.
12. Unless otherwise approved by COUNTY, insurance provided pursuant to these requirements shall be
by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A:VII.
13. All insurance coverage and limits provided by CONTRACTOR and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this CONTRACT
limits the application of such insurance coverage.
14. CONTRACTOR agrees require insurers, to provide notice to COUNTY thirty (30) days prior to
cancellation of such liability coverage or of any material alteration or non-renewal of any such coverage,
other than for non-payment of premium. CONTRACTOR shall assure that this provision also applies to any
subcontractors, joint ventures or any other party engaged by or on behalf of contractor in relation to this
agreement. Certificate(s) are to reflect that the issuer will provide thirty (30) days' notice to COUNTY of any
cancellation of coverage.
15. COUNTY reserves the right at any time during the term of the CONTRACT to change the amounts and
types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the CONTRACTOR, the COUNTY and
CONTRACTOR may renegotiate CONTRACTOR's compensation.
16. Requirements of specific coverage features are not intended as limitation on other requirements or as
waiver of any coverage normally provided by any given policy. Specific reference to a coverage feature is
for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured
to be all-inclusive.
17. CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against
CONTRACTOR arising out of the work performed under this agreement. COUNTY assumes no obligation
or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or
claims if they are likely to involve COUNTY.
' Professional Services Contract (rev 04/2019) Page 19 '
EXHIBIT C
BUDGET
CHG 2163 LDR TST
Crossroads Housing Biennium Biennium Biennium
Award Award Award
Administration $44,252
Coordinated Entry $201,304
Rent/ Facilities Support Lease $116,000 $80,000
Other Rent/ Facilities Support $66,101 $41,198
Lease and Housing Costs
Operations $104,000 $128,246
PSH CHF: Rent/ Facility $39,000
Support Lease
PSH CHF: Other Rent/Fac
Support Lease and Housing $1,000
Costs
PSH CHF: Operations $10,000
Rapid Rehousing: behavioral $0 $80,000
health
Totals $336,101 $495,000 $80,000
Annual Award $168,050.50 $247,500.00 $40,000.00
Payment:
In the event State, Federal or local funding changes, the COUNTY reserves the right to amend the
payment terms and the amount awarded in this contract. The funding awarded may only be used for
eligible activities and expenses. Payment is based on a reimbursement of allowable expenses. No
payments in advance or in anticipation of goods or services to be provided under this contract shall be
made by the COUNTY. Approved invoices will be disbursed according to the vendor payment schedule of
the County Auditor's Office. Refer to the Billing Procedures and Payment clause of this contract for
additional information.
Submit monthly invoices electronically to Todd Parker, tparker(cb-co.mason.wa.us. The Subcontractor must
submit their own invoice request document and ledger. Each invoice must include:
• the name of the agency,
• date submitted,
• dates of service (e.g. report period),
• contract number,
• name of funding source,
• reimbursement request per funding source,
• Salary and benefits separated out,
• any additional voucher detail worksheets, if required by the grant,
• any HMIS reports required by the grant
• a total reimbursement request for each funding source, and
• a signature from the Executive Director, CEO, and/or Board Member.
The invoice request must break out funding: 2163 (local document recording fees) and all the CHG
categories. 2163 will be further broken down by: Operations, Staff Salary/Benefits (all one total) and
rental assistance/vouchers paid. For CHG, use the categories that are in the budget table in Exhibit C.
All consumable supplies must be pre-approved by the Finance Contact listed in this contract.
Professional Services Contract (rev 04/2019) Page 20 t