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Home My WebLink AboutWashington State Department of Commerce MC Contract#20-097 .Q � Washington State � 'V Co coerce Interagency Agreement with Mason County Health Services through Community Services and.Housing Division Housing Assistance Unit Shelter Program Grant Start date; August 1, 2020 Printed from Mason CountyS Printed from Mason County DMS � TABLE OF CONTENTS � � Special Terms and Conditions 1. Authority...............................................................................................1 2. Contract Management............................................................................................1 3. Compensation ........................................................................................................1 4. Billing Proceduresand --------------------.1 5. Historical orCultural Artifacts.................................................................................l 6 Insurance.............................................................................................2 7 Ownership............................................................................................2 8. Subcontractor Data Collection................................................................................3 Q. Order of Precedence..............................................................................................3 General Terms and Conditions ' 1. Dofinitione ...............................................................................................................4 2. All Writings Contained Herein................................................................................4 3. Amendments..........................................................................................................4 4` -----.--_----------------'--------'4 5. Confidentiality and Safeguarding of Information....................................................4 6 Copyright................................................................................................................5 7. Disputes.................................................................................................................u D. Governing Law and Venue....................................................................................5 Q. Indemnification.......................................................................................................5 10. Licensing,Accreditation and Registration..............................................................6 11. Prevailing Wage.....................................................................................................O � 12. ------------------------------6 13. Records Maintenance............................................................................................G 14. Savings...................................................................................................................u 16 Severability----.--'---.—_----------_---_—_—.---..G G 18. 8ubcontosnt�g----------------------------------. 17. Survival...................................................................................................................T 18. Termination for Cmuoe ........... .......... .......... ........ --...... ..............................—/ 19. Termination for Convenience.................................................................................7 20 Termination Procedures.........................................................................................T � 21. Treatment of Assets...............................................................................................U 22 Waiver....................................................................................................................u Attachment A, Scope of Work Attachment B, Budget K� ~�' *� �� o �� o xn, "�� um ��° " . xwo~`~~~~. . ��~�~~" "�j/ ��ovx�� FACE SHEET Contract Number:21-4610C-111 Washington State Department of Commerce z Community Services and Housing Division Housing Assistance Unit Shelter Program Grant 1.Contractor 2.Contractor Doing Business As(optional) k Mason County Health Services 415N6THST i SHELTON,WA 98584 3,Contractor Representative 4.COMMERCE Representative Casey Bingham Kathryn Dodge P.O,Box 42525 Fiscal Manager Grant-Manager 1011 Plum Street SE ! 360-427-9670 ext.562 (360)764-9682 Olympia,WA 98504 2525 caseyb@co.mason.wa.us kathryn.dodge@conunerce.wa.gov 5.Contract Amount 6.Funding Source 1.Start Date 8.End Date $344,428.00 Federal::❑ State:0 Other:0 N/A:❑ August 1,2020 June 30,2023 9.Federal Funds(as applicable) Federal Agency: CFDA Number N/A N/A N/A 10.Tax ID# 11.SW V# 12.UBI# 13.DUNS# , SWV0441893-04 232002101 N/A. i 14.Contract Purpose The Shelter Program Grant funds equitable and creative approaches to develop or expand shelter programs and bring unsheltered people inside with the goal of exiting participants to permanent and positive outcomes quickly 15.Signing Statement COMMERCE,defined as the Department of Commerce,and the Contractor,as defined above,acknowledge and accept the terms of this Contract and Attachments and have executed this Contract on the date below and warrant they,are authorized to bind their E respective agencies. The rights and.obligations of both parties to this Contract are governed by this Contract and the following documents hereby incorporated by reference:Attachment"A"—Scope of Work,Attachment`B"—Budget.and ShelterProgram Grant Guidelines, FOR CONTRACTOR FOR COMMERCE SVOrUin -Trask . Printed Name,title: Diane I{lontz,Assistant irector Community Services and Housing Division Signature V Date i t r; it Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL 0812212019.. APPROVAL ON FILE. y 11 III i I ! SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS 1. AUTHORITY COMMERCE and Contractor enter into this Contract pursuant to the authority granted by Chapter 39.34 RCW. 2. CONTRACT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract. a. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Contract. b. The Representative for the Contractor and their contact information are identified on the Face Sheet of this Contract. 3. COMPENSATION COMMERCE shall pay an amount not to,exceed the Contract amount listed on the Face Sheet for the performance of all things necessary for or incidental to the performance of work under this Contract as set forth in the Scope of Work(Attachment A). 4. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed invoices,which shall be submitted to the Representative for COMMERCE. When requesting reimbursement for expenditures made, Contractor shall submit all Invoice Vouchers and any required documentation electronically through COMMERCE's Grants Management System (CMS),which is available through the Secure Access Washington (SAW) portal. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Contractor. COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the Contractorfor services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Duplication of Billed Costs The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants,for that service. Disallowed Costs The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. 5. HISTORICAL OR CULTURAL ARTIFACTS Prior to approval and disbursement of any funds awarded under this Contract, Contractor shall complete the requirements of Governor's Executive Order 05-05,where applicable, or Contractor shall complete a review under Section 106 of the National Historic Preservation Act,if applicable. Contractor agrees that the Contractor is legally and financially responsible for compliance with all laws,regulations, and agreements related to the preservation of historical or cultural resources and agrees to hold l tate o �lVasAJA� to �ason County rnter'a W Agreement Updated August 2019 Depart7I1M&991TT19TRason County DMa Page 1 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS harmless COMMERCE and the state of Washington in relation to any claim related to such historical or cultural resources s discovered, disturbed, or.damaged as a result of the project funded by this Contract. In addition to the requirements set forth in this Contract, Contractor shall,in accordance with Governor's Executive Order 05-05, coordinate with Commerce and the Washington State Department of Archaeology and Historic Preservation ("DAHP"), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. Contractor agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Contract. The Contractor agrees that, unless the Contractor is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the Contractor shall immediately stop construction and notify the local historical preservation officer and the state's historical preservation officer at DAHP,and the Commerce Representative identified on the lace Sheet. If human remains are uncovered, the Contractor shall report the presence and location of the remains to the coroner and local enforcement immediately,then contact DAHP and the concerned tribe's cultural staff or committee. The Contractor shall require this provision to be contained in all subcontracts for work or services related to the Scope of Work attached hereto. In addition to the requirements set forth in this Contract, Contractor agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 05-05. In the event that the Contractor finds it necessary to amend the Scope of Work the Contractor may be required to re-comply with Governor's Executive Order 05-05 or Section 106 of the National Historic Preservation Act. 6. INSURANCE Local Government Self-Insured/Liability Pool or Self-insured Risk Management Program Contractor shall provide annually to COMMERCE a summary of coverages and a letter of self- insurance, evidencing continued coverage under Contractor's self-insured/liability pool or self-insured risk management program. Such annual summary of coverage and letter of self-insurance will be provided on the anniversary of the start date of this Agreement. 7. OWNERSHIP If any of the,funds granted under this Contract are used for property acquisition and or capital improvements, the Contractor agrees and will ensure that the real property or properties will solely be used to provide emergency housing for low-income households as defined under RCW 43.185A.010 (6), except during State of Emergency related to the COVID-19 outbreak described in the Proclamation by the Governor, 20-05 or similar states of emergency. Use of funds under this Contract are subject to the requirements of 2020 ESSB 6168 (Chapter 357, Laws of 2020), Section 127, subsection (85). If a housing provider organization other than the Contractor will own the property, all amounts used for property acquisitions and or capital improvements shall be evidenced by promissory notes, deeds Printed son Count DMO Slate offlVas�hin on 10 Interagency Agreement Updated August 2019 DepapR? ptAf Pgrnr ter&eejon County DIVIS Page 2 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS of trust, and low-income restrictive covenants running with the land in favor of the Contractor for at least ten (10)years starting from the time the property is ready for occupancy by the intended population (the"Commitment Period").The Contractor will be responsible for monitoring the property or properties to ensure compliance with its low-income restrictive covenant during the Commitment Period. If the Contractor will own the property, all amounts used for property acquisitions and or capital improvements shall be evidenced by promissory notes, deeds of trust, and low-income restrictive covenants running with the land in favor of the Department for at least ten (10)years starting from the time the property is ready for occupancy by the intended population. Each deed of trust and low-income restrictive covenant shall be recorded at the county or counties in which the property or properties are located. The Contractor will make a good faith effort not to incur costs reimbursable under this Contract in excess of what is reasonable given market prices, balanced by the need to act promptly to procure and operate housing and provide services necessary to respond to the State of Emergency. Commerce reserves the right to decline reimbursement of costs deemed excessive in Commerce's discretion. 8. SUBCONTRACTOR DATA COLLECTION Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Agreement performed by subcontractors and the portion of funds expended for work performed by subcontractors, including but not necessarily limited to minority-owned,woman-owned,and veteran-owned business subcontractors."Subcontractors"shall mean subcontractors of any tier. 9. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: Applicable federal and state of Washington statutes and regulations Special Terms and Conditions General Terms and Conditions Attachment A—Scope of Work Attachment B—Budget Shelter Program Grant Guidelines ri nt t to oT WasAiip,,,M o n Unty fnteb,,4 Agreement Updated August 2019 Depar' eflTRbe°tT8R9irT, ason County DIMS Page 3 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS 1. DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A. °Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE"shall mean the Department of Commerce. C. "Contract" or "Agreement' means the entire written agreement between COMMERCE and the Contractor, including any attachments, documents, or materials incorporated by reference. E-mail or facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this Contract, and shall include all employees and agents of the Contractor. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health,finances,education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State"shall mean the state of Washington. G. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor.The terms "subcontractor"and"subcontractors"mean subcontractor(s)in any tier. 2. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 3. AMENDMENTS 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. 4. ASSIGNMENT Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of COMMERCE. 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: i. All material provided to the Contractor by COMMERCE that is designated as"confidential" by COMMERCE; ii. All material produced by the Contractor that is designated as "confidential" by COMMERCE; and III. All personal information in the possession of the Contractor that may not be disclosed under state or federal law. B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law.The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall provide COMMERCE with its policies and procedures on confidentiality. tote o W nn Inte nc A reement Updated August 2019 r inte * partmer� fC�b'r'm,5ohCounty �� g g Page Printed from Mason County OMS GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS COMMERCE may require changes to such policies and procedures as they apply to this Contract whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time period specified by COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Contractor against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information,and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 6. COPYRIGHT Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire"as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials,including all intellectual property rights, moral rights,and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership"includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty- free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display.The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract.The dontractor shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor. 7. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner, Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto.As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 8. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and any applicable federal laws,and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. P ri�� teapted t°Wa VtVi9109A json u ' ntgrag� reement Updated August ge15 Printed From Mason County DMS � GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS 9. INDEMNIFICATION Each party shall be solely responsible for the acts of its employees, officers, and agents. 10. LICENSING,ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 11. PREVAILING WAGE LAW The Contractor certifies that all contractors and subcontractors performing work on the Project shall comply with state Prevailing Wages on Public Works,Chapter 39.12 RCW, as applicable to the Project funded by this contract,including but not limited to the filing of the"Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Contractor shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for COMMERCE's review upon request. 12. RECAPTURE In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Contract. 13. RECORDS MAINTENANCE The Contractor shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract The Contractor shall retain such records for a period of six(6)years following the date of final payment. At no additional cost,these records, including materials generated under the contract,-shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. . If any litigation,claim or audit is started before the expiration of the six(6)year period,the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 14. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the Contract under the"Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 16. SEVERABILITY The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. 16. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. County n & Agreement Updated August 2019 I I ep�altmetlt�o Cbmrrfe c� Page 6 Printed from Mason County DIMS GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a)require the Contractor to amend its subcontracting procedures as they relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 17. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 18. TERMINATION FOR CAUSE In the event COMMERCE determines the Contractor has failed to comply with the conditions of this contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days,the contract may be terminated or suspended. In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (1)was not in default; or(2)failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law. 19. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 20. TERMINATION PROCEDURES Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may require the Contractor to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets"clause shall apply in such property transfer. COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (Hi) other property or services that are accepted by COMMERCE, and rin (State t V 1,iggtot-/1 C o �n t me gNO-219reement Updated August 2019 9 FJepartmeft f C$ml5ierce �°! Page 7 Printed from Mason County CMS GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT STATE FUNDS (iv)the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the"Disputes"clause of this contract. COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of.COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Contractor shall: A. Stop work under the contract on the date, and to the extent specified, in the notice; B. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract that is not terminated; C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the contract had been completed,would have been required to be furnished to COMMERCE; F. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and G. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this contract, which is in the possession of the Contractor and in which the Authorized Representative has or may acquire an interest. 21. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Contractor,for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property by the Contractor.Title to other property,the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this contract, or(11) commencement of use of such property in the performance of this contract, or(iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the Contractor shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this contract. B. The Contractor shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged,the Contractor shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Contractor shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this contract All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors. r i� 5ta o Was in q n �. n L In agefi y Agreement Updated August ge18 . Uepa ent o am ercd Printed frorn Mason County DMS Attachment A Scope of Work Grantee commits to implementing a shelter program that uses equitable and creative approaches to bring people inside with the goal of exiting residents to permanent housing quickly as described in Grantee's application for Shelter Program funds. A. Program Description 1. Overview a. Shelter program will serve single adults with a focus on increasing bed capacity for females fleeing domestic violence and human trafficking, as well as young adults. b. Shelter program will add approximately 21 beds. 1. 7 beds will initially be available October 2020-April 2021. 2. 14 additional beds will become available in May 2021. c. Shelter program will operate as both night-by-night and continuous stay. 2. FacilityType a. Community Lifeline will operate a permanent emergency shelter site. b. The shelter program will be located at: 218 N 3rd Street Shelton,WA 98584 c. The shelter will have three rooms that can be dedicated shelter space on two levels. Downstairs will hold 23 beds for single adult males while the upstairs has two rooms, one dedicated to females. The female room will hold 15 beds after the remodel and has a bathroom and additional sink outside the bathroom. The third room is being configured to serve youth and hold up to 20 beds. Initially, 10 beds will be allocated for night-by-night use, although, with three areas and separate rooms,this number can vary depending on the needs of the shelter residents and subpopulation being served. a d. Amenities and utilities include bathroom/handwashing access, showers, access to storage, dinner provided nightly,hygiene products, and transportation for medical needs. 3. Racial Equity a. Community Lifeline will implement strategies to prevent racial inequities in who is served and program outcomes. Fringed from Mason Colunty DMS Printer; from Mason County[CMS Attachment A b. Community Lifeline will collaborate with other agencies in the community that can assist a person with any language barriers. Partnership includes,but are not limited to,the local school district,hospital system,mental health, law offices and translation group within our community. c. Because the Latinx community is the largest population of color in Mason County, Community Lifeline will partner with a local behavioral health organization that predominantly serves the Latinx and undocumented population. d. As part of the Mason County Coordinated Entry Board, Community Lifeline will take steps to further reduce any racial disparities within the homeless crisis response system by involvement in the following actions: 1. Forming a multicultural equity taskforce or team, including and centering people of various racial, ethnic and genders with lived experience. 2. Training to build cultural competency,multicultural equity and social justice awareness and skillset. 3. Develop and conduct an organizational assessment. 4. Develop a racial equity strategic plan with outcomes and continually monitor and evaluate these actions for effectiveness,making adjustments as needed. 4. Housing Focused Services a. Community Lifeline will provide housing case management to residents that is driven by the needs of the resident,is flexible,uses a strengths-based approach and is focused on obtaining and maintaining housing. b. Community'Lifeline will connect shelter residents to mainstream services including but not limited to behavioral health, chemical dependency, education or workforce training, employment services and permanent supportive housing. c. Community Lifeline will use trauma informed practices, active listening, de- escalation techniques,and motivational interviewing skills to meet guests where they are. Case managers will provide services to clients by facilitating an intake and vulnerability assessment which includes a needs assessment for housing,income,health insurance, education, employment,mental health needs, addiction, and treatment needs. Case managers will interface with clients a minimum of one time per week depending on support needs,with the average being three times per week. Clients will be asked to set small attainable goals and are re-evaluated and problem solved together when goals Printed from Mason County D S Printed from Mason County DMS Attachment A are not met. Resource connection, supporting to schedule or attend appointments, occasionally providing transportation, check-ins, and crisis intervention are all a part of case management services. 5. Diversion and Problem Solving a. Community Lifeline will utilize problem-solving conversations to divert households from entering the shelter or utilizing crisis response system services longer term. b. Community Lifeline will use Diversion techniques and Motivational Interview skills to problem solve together where resources may be available to them to keep them from entering a shelter or crisis response system. Community resources will be explored to find flexible solutions for people in crisis and connect them to alternative supports such as financial assistance,mental health,substance abuse, continuing education and much more. The conversation will encourage the client to explore their own support systems to find creative,flexible, safe,and cost-effective solutions. Shelter staff works to actively listen to the person and help identify potential safe housing options, such as returning to a prior residence(if safe to do so), staying with friends or family, or securing a new residence. 6. Outreach a. Community Lifeline will provide outreach to unsheltered individuals. h. Community Lifeline case managers will provide outreach in partnership with Shelton Youth Connection,Turning Pointe,and North Mason Resources in the downtown Shelton corridor, and neighboring jurisdictions without shelter capacity once a week. 7. Coordinated Ept Partnership a. If the county or regional Coordinated Entry(CE)requires Emergency Shelters,Drop-in Shelters and Temporary Shelter sites to participate in the county or regional CE process,Emergency Shelters,Drop-in Shelters and Temporary Shelter Sites funded by the Shelter Program grant must participate in the county or regional CE process by accepting referrals and must fill openings exclusively through the CE process. Projects operated by Victim Service Providers are not required but may elect to participate in the county or regional CE process. b. Shelter program will fill some program openings through coordinated entry and also have capacity to fill beds on an as needed walk-in basis. Printed from Mason County Printed from Mason County QMS Attachment A c. Community Lifeline will actively work with the lead CE agency, Crossroads Housing. The Coordinated Entry Board is working through processes for how households enter the crisis response system. Community Lifeline and Shelton Youth Connection have been selected to pilot such processes for single adults and youth experiencing homelessness. This pilot process is working on the communication,referrals and follow up with the lead agency for households once a coordinated entry intake has been completed. 8. Administration a. Grantees will submit the following monthly deliverables with completeness, timeliness, accuracy and consistency: b. Invoice and Voucher Detail Worksheet for reimbursement(Guidelines: Fiscal Administration). c. Grantees commit to reporting complete, quality data that is timely,truthful and accurate. (Guidelines:Requirements of all Lead Grantees and Subgrantees Providing Direct Service and HNIIS User Agreement). d. Grantees shall comply with all of the requirements,policies and procedures in the Shelter Program Grant Guidelines. B. Performance 1. Requirements a. Projects are not required to meet or make progress toward performance targets as a condition of funding for the current contract period. Project performance data will impact community and state level performance measures. b. Grantees should aim to improve the housing outcomes of Shelter Program participants.For each intervention type funded by the Shelter Program, grantees should adopt the following performance goals: Intervention Type Performance Goal HMIS Calculation Performance Tar eta Increase Percent Exits to Permanent Of people in the ES project who exited,those who 50% Emergency Housing exited to permanent housing destinations Shelter Increase Percent Exits to Positive Of people In the ES project who exited,those who 50% Drop4n Outcomes exited to Positive Outcome destinations Emergency Shelter2 1 The target is the level of desirable performance and is an indicator of a high performing project. Z Drop-in Emergency Shelters offer night-by-night living arrangements that allow households to enter and exit on an irregular or Primed from ason CountyDMS Printed from Mason County DMS Attachment A Increase Percent Exits to Positive Of people in the Other project who exited,those 50% Temporary Outcomes who exited to Positive Outcome destinations Shelter Site3 . Reduce Average Length of Stay Of the people active in the project,the days Not established All homeless as measured by each client's start,exit and bed night dates strictly as entered into HMI$. c. Equitable Access and Housing Outcomes 1. Grantees should ensure equitable access to Shelter Program and equitable housing outcomes of Shelter Program participants. Equitable access means that the race and ethnicity of people entering the Shelter Program are similar to the community demographics. Equitable access is measured by comparing the percent of people in poverty by race and ethnicity to the percent of people entering the Shelter Program by race and ethnicity. Equitable housing outcomes means that the outcomes of the Shelter Program participants should be similar,regardless of race or ethnicity. d. Exit Destinations Exit Destinations Options Positive Outcome: The Permanent Housing:The following destinations are following destinations are considered Positive exits considered Permanent exits from Drop-in ES and from Emergency Shelters Temporary Shelter Sites Emergency shelter,including hotel or motel paid for with emergency shelter Negative Outcome voucher,or RHY-funded Host Home shelter Positive Outcome Foster Care home or foster care group home Negative Outcome Positive Outcome Hospital or other residential non-psychiatric medical facility Removed from Removed from denominator denominator Hotel or Motel paid for without emergency shelter voucher Positive Negative Outcome Outcome Jail,.prison or juvenile detention facility Negative Outcome Negative Outcome Moved from one HOPWA funded project to HOPWA TH Positive Outcome Negative Outcome daily basis and often use a Night-By-Night tracking method in HMIS. 3 A Temporary Shelter Site is defined as structure(s)or a location locally permitted to provide temporary shelter for people experiencing homelessness.Tents,mitigation sites,or hosted encampments are examples of Temporary Shelter Sites. ired from Mason Count Printer! from IVRa`Non County ISMS Attachment A Place not meant for habitation(e.g.,a vehicle,an abandoned building, Negative Outcome Negative Outcome bus/train/subway station/airport or anywhere outside) Psychiatric hospital or other psychiatric facility Positive Outcome Negative Outcome Residential project or halfway house with no homeless criteria Removed from Negative Outcome denominator Safe Haven Positive Outcome Negative Outcome Staying or living with family,temporary tenure(e.g.room,apartment or house) Positive Outcome Negative Outcome Staying or living with friends,temporary tenure(e.g.room,apartment or house) Positive Outcome Negative Outcome Substance abuse treatment facility or detox center Positive Outcome Negative Outcome Transitional housing for homeless persons(including homeless youth) Positive Outcome Negative Outcome Long-term care facility or nursing home Positive Outcome Removed from denominator Host Home(non-crisis) Positive Outcome Permanent Housing Moved from one HOPWA funded project to HOPWA PH Positive Outcome Permanent Housing Owned by client,no ongoing housing subsidy Positive Outcome Permanent Housing Owned by client,with ongoing housing subsidy Positive Outcome Permanent Housing Permanent housing(other than RRH)for formerly homeless persons Positive Outcome Permanent Housing Rental by client,no ongoing housing subsidy Positive Outcome Permanent Housing Rental by client,with GPD TIP housing subsidy Positive Outcome Permanent Housing Rental by client,with other ongoing housing subsidy Positive Outcome Permanent Housing Rental by client,with VASH housing subsidy Positive Outcome Permanent Housing Staying or living with family,permanent tenure Positive Outcome Permanent Housing Staying or living with friends,permanent tenure Positive Outcome Permanent Housing Printed from Mason County DMS Attachment A Rental by client,with RRH or equivalent subsidy Positive Outcome Permanent Housing Rental by client,with HCV voucher(tenant or project based) Positive Outcome Permanent Housing Rental by client,with HCV voucher(tenant or project based) Positive Outcome Permanent Housing Deceased Removed from Removed from denominator denominator Client doesn't know Unknown I Negative Unknown I Negative Outcome Outcome Client refused Unknown I Negative Unknown/Negative ,Outcome Outcome Data not collected Unknown/Negative Unknown I Negative Outcome Outcome No exit interview completed Unknown/Negative Unknown/Negative Outcome Outcome Other Unknown/Negative Unknown/Negative Outcome Outcome PrinteCII from Mason County LJ Printed from Mason County DIVIS Attachment B Budget Participating Jurisdictions Amount Dedicated Mason County $290,257 City of Shelton $54,171 Total $344,428 Community Lifeline Shelter Program Budget Category Amount Pre-Occupancy $34,578 Up to$10,000 per bed prior to occupancy Post-Occupancy Operations $309,850 Up to$56 per day per net additional bed Printed from Mason County Printer; from Mason County DMS MASON COUNTY PROFESSIONAL SERVICES CONTRACT CONTRACT#CL:Shelter Program THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY"and Community Lifeline hereinafter referred to as"CONTRACTOR." C f 'UN612"', • ou pm Vy 'Abd rd•'S O'Bff698/;218'14�35rx. •U "'C h 1f6K7.,WA'A55$4_ pjfV!'� 1p"Q6 .0.1 .ft " "'i- 77f ........nc._gZ M Contact 6XW_.ER6dU Di T-1 wrya;;00 64 gi _06fit ct6? KCFW'R 2104' '? F • �l�41.4 4 .try, -c-Ohnfiwdf-T-6ft-50—rjjtI A9641st.1,2020 Jtine.30, - t"_ W ..C6 unit"Hi0t:M00ig 'e -427�-9670&t4o , �_Lk0,,@0htf-t4 Em`51l'&Pb6ffd L �-360- 4 Court y fiscal oritaet;: W In nagw.i .,0. :86urffit 'isc6l 27=967q ekt :502. y PURPOSE ESSB 6168 (section 127, subsection 85) identifies new funding for local governments to increase shelter capacity. The Department of Commerce Housing Assistance Unit (HAU) intends for communities to use equitable and creative approaches to develop this new program and bring unshelteted people inside with a goal of exiting participants to permanent housing quickly. 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-any Special Conditions, General Terms and Conditions, Exhibits, and Department of Commerce Grant Guidelines. CONTRACTOR BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON Agency Name Sharon Trask, Chair Authorize Signature Date 1-�&r --Pei e-Y-5e Vk is vo�e C!n4:_,4Z APPROVED AS TO FORM: Print Name&Title Tim �hh i e f ikP A Date Pagel Printed from Masora County DMS Funding Source: ESSB 6168 (section 127, subsection 85) identifies new funding for local governments to increase shelter capacity. The Shelter Program Grant is funded by the Home Security Fund as appropriated by the Legislature. Special Terms and Conditions Historical or Cultural Artifacts Prior to approval and disbursement of any funds awarded under this Contract, Contractor shall complete the requirements of Governor's Executive Order 05-05,where applicable, or Contractor shall complete a review under Section 106 of the National Historic Preservation Act, if applicable. Contractor agrees that the Contractor is legally and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural resources and agrees to hold harmless the County and the state of Washington in relation to any claim related to such historical or cultural resources s discovered, disturbed, or damaged as a result of the project funded by this Contract. In addition to the requirements set forth in this Contract, Contractor shall, in accordance with Governor's Executive Order 05-05, coordinate with the County and the Washington State Department of Archaeology and Historic Preservation ("DAHP"), including any recommended consultation with any affected tribe(s), during Project design and prior to construction to determine the existence of any tribal cultural resources affected by Project. Contractor agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing prerequisite to receipt of funds under this Contract. The Contractor agrees that, unless the Contractor is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the Contractor shall immediately stop construction and notify the local historical preservation officer and the state's historical preservation officer at DAHP, and the Commerce Representative identified on the Face Sheet. if human remains are uncovered, the Contractor shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's cultural staff or committee. The Contractor shall require this provision to be contained in all subcontracts for work or services related to the Scope of Work attached hereto. In addition to the requirements set forth in this Contract, Contractor agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the requirements of Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 05-05. in the event that the Contractor finds it necessary to amend the Scope of Work the Contractor may be required to re-comply with Governor's Executive Order 05-05 or Section 106 of the National Historic Preservation Act. Ownership If any of the funds granted under this Contract are used for property acquisition and or capital improvements, the Contractor agrees and will ensure that the real property or properties will solely be used to provide emergency housing for low-income households as defined under RCW 43.185A.010 (6), except during State of Emergency related to the COViD-19 outbreak described in the Proclamation by the Governor, 20-05 or similar states of emergency. Use of funds under this Contract are subject to the requirements of 2020 ESSB 6168 (Chapter 357, Laws of 2020), Section 127, subsection (85). W9� 06ittact(reW04 2%9) LJ I' 10 Page 2 r Printed from Mason County aMS If a housing provider organization other than the Contractor will own the property, all amounts used for property acquisitions and or capital improvements shall be evidenced by promissory notes, deeds of trust, and low-income restrictive covenants running with the land in favor of the Contractor for at least ten (10)years starting from the time the property is ready for occupancy by the intended population (the"Commitment Period").The Contractor will be responsible for monitoring the property or properties to ensure compliance with its low-income restrictive covenant during the Commitment Period. If the Contractor will own the property, all amounts used for property acquisitions and or capital improvements shall be evidenced by promissory notes, deeds of trust, and low-income restrictive covenants running with the land in favor of the Department for at least ten (10)years starting from the time the property is ready for occupancy by the intended population. Each deed of trust and low-income restrictive covenant shall be recorded at the county or counties in which the property or properties are located. The Contractor will make a good faith effort not to incur costs reimbursable under this Contract in excess of what is reasonable given market prices, balanced by the need to act promptly to procure and operate housing and provide services necessary to respond to the State of Emergency. Commerce reserves the right to decline reimbursement of costs deemed excessive in Commerce's discretion. General Terms and Conditions Scope of Services: The Shelter Program Grant funds equitable and creative approaches to develop or expand shelter programs and bring unsheltered people inside with the goal of exiting participants to permanent and positive outcomes quickly. CONTRACTOR agrees to provide COUNTY all services and any materials as set forth as identified in EXHIBIT A SCOPE OF SERVICES, Scope of Work in the Washington State Department of Commerce Contract number 21-4610C-111, and New Shelter Program grant overview, guidelines and the Consolidated Homeless Grant Guidelines for emergency shelters except where guidelines may differ. 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. Extension: The duration of this CONTRACT may be extended through an amendment if additional funds become available from the Department of Commerce. 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 Prins �� id ii Page3 • �rofessiona�l Servic Contract�e 0 12019) y Pr riteci €turn Mason County DMS 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. Payment: COUNTY will reimburse CONTRACTOR for actual expenditures incurred each month, according to the terms provided in EXHIBIT A, provided that CONTRACTOR performs the services and submits all reporting to a satisfactory level. Monthly expenditures will be reported using the template provided. 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. The CONTRACT end date is June 30, 2021, or earlier in the event of non-compliance. 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. If CONTRACTOR fails to provide such information in response to the COUNTY'S written request, then the COUNTY may withhold payments to CONTRATOR until CONTRATOR provides such information. 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. 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. 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. s-, _A 6 a m� p s a._ q <u ._ a,,,,e.k o a� `I i @Trafes§i 6 AM)8dvf �Coatf�act(r—104AIG1:9) �I v I Page 4 h Printed frorn Mason County DMS 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, pursuant to the schedule set forth in Exhibit „A„ 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, 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. 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. 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 Profession Ser�ces nt5ract�re�y��/�019) Page 5 � Printed from Mason County DMS 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'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' 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. In the event that compliance and/or quality issues 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: 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 1 1 Profe"ssic n I v i%J Page 6 Printed from Masan County DMS 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 paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope-of-Services and Exhibit B Compensation. 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. JCX 4 R°s lids!1--% -1r "a A a r"N h 4 �, P'rofe9.i&:ft p Wcd9-C6ntract'(reV11 w I2'019y° I Page 7 I;; Printery frorn Meson County QMS 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 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 orjudgment 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. 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 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. 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 e x �S1 a adns�' a e n� i Pf 6fession Si�rvicefCc3 iti•a6t'(r6VO472"0-1:P) 9 v �' Page 8 } Printed from Mason County DMS 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 approved, 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 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 subcontractors 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 i �segregatigorw;sparae teatmer�t�iapy marlrIerelated to his/her/its receipt any service or services rofebk 'Seri es Contra t°rev a / 019 a v e%°P Page 9 ' Printed from Mason County DMS t 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 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, aftorneys'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 I I P+KMAionai S hiv3ces={antra;t(rO' 0 � 'q1a'�) r v s Page 10 ; k Printed from Masan County QMS � 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 and expenses, including but not limited to court costs, attorneys 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' 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' 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' 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' subcontractors shall indemnify COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY. s �Y Po�es'slio x1l1 Se'vi(5&s�(fiitr a (rev d /2D19}rPage 11 f` Printed frorn Meson County DMS 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. Administration Contract: 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: LydiaBC@-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(c_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. 7 II It Page 12 Printed from !Mason County DIViS 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. 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. General Terms & Conditions C. Exhibit B Insurance Requirements D. Exhibits A, C 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) ® 1'ro�fes`s3o"� I`Servi `e °Cri 'act"(re %2b19)" Page 13 1 Printed from Mason County DMS EXHIBIT A Scope of Service Shelter Program Grant: The Shelter Program Grant funds equitable and creative approaches to develop or expand shelter programs and bring unsheltered people inside with the goal of exiting participants to permanent and positive outcomes quickly. 1. Compliance to the Washington State Department of Commerce Guidelines for the Shelter Program Grant and any subsequent revisions. 2. Adherence to the Scope of Work set forth by the Department of Commerce as Attachment A in the contract with Mason County(Contract Number 21-4610CA 11)where Community Lifeline has been identified as the subcontractor responsible for these requirements. In addition, Mason County places the following specificity and requirements: a. Outreach: 1. CONTRACTOR agrees to increase shelter stays from outlying areas such as Belfair, Tahuya, Matlock, Hoodsport, and federally recognized tribes through outreach and connecting people experiencing homelessness to transportation services. ii. CONTRACTOR agrees to create a notification system to stakeholders (e.g. law enforcement—police and sheriff, hospital,food banks, housing, and behavioral health agencies) on the number of shelter beds available each night. b. Housina Focused Services:As evidence of the shelter program connecting residents to mainstream services including behavioral health, chemical dependency education/workforce training, employment services and permanent supportive housing: 1. CONTRACTOR shall obtain Memorandum's of Understanding (MOU)with willing behavioral health agencies for mental health and chemical dependency services as evidence of connecting shelter residents to these services. The MOU shall contain referral protocols, shelter provisions for on-site services, confidential options for telehealth, therapeutic sessions or other needs, and coordination of plans toward housing stability. Preference is a peer service model to work with shelter residents on Medicaid where a licensed behavioral health agency may request reimbursement from Medicaid for program sustainability. c. Facility Type: CONTRACTOR agrees to establish MOU with Shelton Youth Connection to collaborate on serving transitional aged youth and increase shelter stays from this subpopulation. d. Pre-Occupancy/Construction: CONTRACTOR must obtain three bids for any construction projects authorized by the COUNTY e. Administration: CONTRACTOR agrees to provide Mason County Public Health with a procedure manual for staff to.follow in the event of a possible COVID-19 or other communicable disease to include: 1. The emergency numbers, contacts, and communication procedure to follow after-hours, on weekends or when the Executive Director is unavailable ii. The plan and procedures for putting a person or persons into isolation or quarantine and their care (separate bathroom, eating utensils, etc.) iii. Directions for staff to follow to get people to testing I I i PiR69sic 041201,9)L-.'I v Page 14 t f Printed from Mason county DMS 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 anyway 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 art other insurapnc9e or self-insyRoce available to COUNTY. If "Pr-dfess1 '1 Sef ffees ` 'trabf -rev ',��42019)9 v I p Page 15 'k9 . Printed from Mason County DMS 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. l I I1?ro-esLi6naT1 i V 1 6 Page 16 Printed from Mason, County DMS EXHIBIT C BUDGET & COMPENSATION Submit monthly invoices electronically to Stacey Ells, staceyeCaD-co.mason.wa.us as close to the first (15t) of each month as possible. The total grant award includes funding to create new beds and shelter operations. COUNTY will reimburse up to $10,000 per shelter bed prior to occupancy for costs associated with creating additional shelter capacity or improving existing shelters to improve occupancy rates and positive housing outcomes. Eligible costs prior to occupancy include: • Acquisition and construction • Equipment • Staff costs • Other costs directly related to creating additional shelter capacity COUNTY will reimburse CONTRACTOR up to $50.40 per day per net additional person sheltered above the baseline of shelter occupancy prior to the award of the funding. Beds created on and after January 1, 2020 are eligible. Eligible uses of funds include: • Shelter operations including housing case management, navigation to other services, outreach related to bringing unsheltered individuals inside and efforts to address potential impacts of shelter on surrounding neighborhoods. • Supporting shelter residents with move-in costs and other flexible funds are allowable costs, if those costs directly help participants exit homelessness and obtain housing. Flexible funds will be reimbursed as part of the$50.40 per day reimbursement rate paid for people while in shelter. • Shelter Maintenance • Capital Improvements and construction • Shelter rent and loan repayments 1 " :Monthly•Amount shown Gom'mufiit � Lifeline Total Award for bud eikin' 'purpjgse§ Shelter Operations—Case Management, Navigation and $250,907 $7,168.77 Outreach Financial Assistance/ Flexible $7,200 $205.71 Funds Shelter Maintenance $18,000 $514.28 Pre-Occupancy: Capital $34,578 n/a Improvements & Construction Totals $310,685 :.$7,888.77 Payment: 1. Community Lifeline will approve subcontractor invoices and submit to Mason County Public Health attention Casey Bingham, Finance Manager(caseyb@co.mason.wa.us)for payment. All payments follow the vendor payment cycle of Mason County Auditor's Office. 2. CONTRACTOR must include/reference the Contract Number on all documents submitted Pr pertaining o this CO ,TRACT. W tad r v � `ni t +%r rofessional'Services oritracT(iev` %2-019T Page 17 ��*� Printed from Mason County QMS 3. Invoicing: a. Copy of accepted bid, work estimate, or signed agreement must be included with the signed MASON COUNTY contract b. Invoices of allowable expenses that includes this contract number, date of work, and details work as referenced in the bid (design, labor, materials, permits, etc.) c. Final fiscal close out report demonstrating project completed d. All invoices must be submitted within thirty(30)days of the contract expiration date of June 30, 2023. 4. Budget Revisions: a. CONTRACTOR must submit a written request to the COUNTY for any budget modifications prior to using program funds for expenses outside of the approved budget. b. Modification request must include a justification and be submitted with a revised budget that reflects the funds use adjustment. c. COUNTY will notify CONTRACTOR of modification decision in writing. d. The revised budget as submitted and approved by COUNTY will be appended to this CONTRACT without the need for a formal CONTRACT amendment. 5. Procurement: CONTRACTOR is required to procure goods and services in alignment with Washington State procurement standards. r . Profess (f&P9' / '9y--J g v°' Page 18 �.. Printed from Mason Count; QMS