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HomeMy WebLinkAboutNorth Mason ResourcesMASON COUNTY PROFESSIONAL SERVICES CONTRACT CONTRACT # NMR-2017.2 THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and NORTH MASON RESOURCES, hereinafter referred to as "CONTRACTOR." North Mason Resources Contracted Entity Address 140 NE State Route 300 / P.O. Box 2052 City, State, Zip Code Belfair, WA 98528 Phone 360-552-2303 Primary Contact Name, Title Theresa Scott, Executive Director Primary Contact 360-552-2303; director@nmresources.org Phone & E-mail Contractor Fiscal Contact Theresa Books Contractor 360-275-0998; Fiscal Phone & Email no email provided Washington State UBI# 602978279 27-1532961 Federal EIN Total Award/Contract Value $46,556.00 $46,556.00 2163 Funds Awarded CHG Funds Awarded none HEN Funds Awarded none 2060 Funds Awarded none Contract Term Duration July 1, 2017-June 30, 2018 County Contract Contact Lydia Buchheit, Community Health Manager Lydiab@co. 360-427-9670 404 County Contract Email & Phone mason.wa. us ext County Fiscal Contact Casey Bingham, Fiscal Manager Caseyb(a�co.mason.wa.us 360-427-9670 562 County Fiscal Email & Phone ext. PURPOSE The purpose of this contract/grant is to assist the COUNTY to meet its requirement to reduce homelessness pursuant to the Revised Code of Washington and according to the Mason County Homeless Plan. COUNTY and CONTRACTOR, as defined above, acknowledge and accept the terms of this contract and attachments 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 Grant Terms and Conditions, Exhibit A -Scope of Service, Exhibit B-Insurance and the following other documents incorporated by reference: Housing RFP Application and disclosures. CONTRACTOR et( Hi Aaesottre_es Agency Name Authorize Signature rest, Cep Print Name & Title (/)( :2 / ,/ 6e,te, Aree Date BOARD OF COUNTY COMMISSIONERS MASON QQ»NTY, WASHINGTON Kevin Shtty, Chair (-) Z7---7C17 Date APPROVED AS TO FORM: Tim Whitehead, Chief DPA Professional Services Contract (rev 06/2017) Page 1 Special Conditions Funding Source: Local Affordable and Homeless Housing (2163) Funding General Conditions Scope of Services: CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as identified in "Exhibit A Scope -of -Services," during the CONTRACT period. No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT. Term: Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. The term of this CONTRACT may be extended by mutual consent of the parties; provided, however, that the CONTRACT is in writing and signed by both parties Extension: The duration of this CONTRACT may be extended by mutual written consent of the parties, for a period of up to one year, and for a total of no longer than three years. 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 B Compensation and the CONTRACTOR is not entitled to any benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to employees of COUNTY. The CONTRACTOR represents that he/she/it maintains a separate place of business, serves clients other than COUNTY, will report all income and expense accrued under this CONTRACT to the Internal Revenue Service, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. CONTRACTOR will 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. Taxes: CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. Professional Services Contract (rev 06/2017) Page 2 No Guarantee of Fmployment: 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 at the present time or in the future. Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in "Exhibit A Scope of Services." Where Exhibit "A' requires payments by the COUNTY, payment shall be based upon written claims supported, unless otherwise provided in Exhibit "A," by documentation of units of work actually 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, so as to comply with municipal auditing requirements. Acceptable invoices will be processed within 30 days of receipt. Unless specifically stated in Exhibit "A" 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 not in the scope of service for 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 and schedule, pursuant to the fee schedule set forth in Exhibit "A." 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. 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 ROW 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. Professional Services Contract (rev 06/2017) Page 3 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. 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 sub -contractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. Non -Discrimination in Client Services: CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or business any service or benefits under this CONTRACT; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to COUNTY. Professional Services Contract (rev 06/2017) Page 4 Work Product: CONTRACTOR will provide COUNTY with all work product including, plans, data reports, prior to the release of the final payment for services. 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, attorneys' fees and costs resulting from CONTRACTOR's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on -site inspection by COUNTY agents or employees, inspection of all records or other materials which COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six (6) years after CONTRACT termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. Insurance Requirements: At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements detailed in "Exhibit C Insurance Requirements." Insurance as a Condition of Payment: Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of full compliance, payments not otherwise subject to withholding or set-off will be released to CONTRACTOR. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the Professional Services Contract (rev 06/2017) Page 5 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, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting there from) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this CONTRACT; or 3) are based upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property of COUNTY. This indemnification obligation of CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually negotiated by the parties. Participation by County — No Waiver COUNTY reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses or expenses and such participation shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT. Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY. Compliance with Applicable Laws, Rules and Regulations: This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. 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 Professional Services Contract (rev 06/2017) Page 6 COUNTY's right to receive and act on all reports and documents, and any auditing performed by the COUNTY related to this CONTRACT. The Administrative Officer for purposes of this CONTRACT is: Lydia Buchheit, Community and Family Health & Human Services Manager Mason County Community Services 415 N. 6th Street Phone: 360-427-9670 Ext. 404 Fax: 360-427-7787 E-mail: LydiaB©co. mason.wa. us Financial Contact: Casey Bingham, Finance Manager Mason County Public Health and Human Services 415 N. 6th Street Phone: 360-427-9670 Ext. 562 Fax: 360-427-7787 E-mail: caseyb a@co. mason.wa. us Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this CONTRACT. Notices and other communication may be conducted via e-mail, U.S mail, fax, hand -delivery or other generally accepted manner including delivery services. Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. 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 and Exhibit B Compensation. 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. Professional Services Contract (rev 06/2017) Page 7 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. 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 or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior to a written request or demand for arbitration issued under this Agreement are not subject to arbitration. Professional Services Contract (rev 06/2017) Page 8 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, regulations, policies, procedures, federal Office of Management and Budget (OMB) circulars and federal and state executive orders. B. Funding source agreement(s) including attachments C Exhibit B Insurance Requirements D Special Conditions E. General Condition F. Exhibit A 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. Professional Services Contract (rev 06/2017) Page 9 Appendix A Scope of Services Organization: North Mason Resources North Mason Resources (NMR) is a 501(c)(3) non-profit and registered Washington Charity located in Belfair, WA. NMR is a community working together to make a lasting difference. The mission of North Mason Resources is "Navigators to a better life." The purpose of NMR fulfills the mission by providing a location for current and future services and resources in one place for those who are educationally, economically, physically or otherwise challenged, in partnership with other service providers. NMR collaborates with many outside entities as well as our in-house providers. Navigating people through these services allows them to become contributing community members. Identified Problem: A reduction in homelessness is the problem NMR is attempting to solve with the Homebound Program. In 2015, NMR served nearly 4000 clients, and in 2016 we served over 4600 clients, which is an increase of 600 clients per year. Based on the data collected in the last six months of 2016 (data not previously collected) approximately 50% were seeking some type of homeless or imminent homeless services. North Mason Resources (NMR) has been successfully operating homeless housing projects since 2009. NMR has been operating the current housing project, Homeless Advocacy and Support Program, since July 1, 2016. During the past year, NMR staff had phone or in -person contact with approximately 75 clients per week, and of those clients, 50% were seeking homeless services. Between January and March of 2017, NMR completed 52 intakes for imminent homeless/homeless individuals, served 137 adults and children, 5 Veterans (NMR DAV Officer served 12 more,) and 18 of them were chronically homeless, and 22 were first time homeless. Of those 52 intakes (some still receiving case management services,) 7 were permanently housed, 8 were temporarily housed, and 12 imminent homeless remained housed with prevention and rental assistance funds Since the 2017 PIT Count in January, NMR served 16 of the homeless individuals counted, and of those 3 were permanently housed, and 1 is in a shared living arrangement. NMR has recently seen an increase in successful outcomes for reducing homelessness in North Mason County, and this is prominently due to improved service delivery at NMR, utilizing components of the 2017 Washington State Homeless Strategic Plan and Housing First model, as well as the coordinated entry system. Funding Award Budget & Payments North Mason Annual Amount Comment = - --= Resources Fundee(2163) d Personnel $22,064 0.65 FTE of Housing Specialist Case Manager Personnel $19,836 0.65 FTE of Coordinated Entry, initial intake, diversion, & data entry Administration $1,500 Staff Mileage $600 Phone/Internet $700 Prevention $1,856 Services Maximum $46,556 Contract Total Expenditures based on the budget will be reported by submitting invoices as close to the 1st (first) of the month as possible. Please submit invoices on the templates provided to caseyb@co.mason.wa.us and "cc" staceye c, co.mason.wa.us and tparker@co.mason.wa.us. Program reports electronically to tparker@co.maon.wa.us . Professional Services Contract (rev 06/2017) Page 10 Topic Description Activity Goal Data Quality 1. Secure data 1. Data A. The organization sharing sharing agreements Management & MOU's to MOU's in for agreements and and staff will utilize and place all the Homeless collaborate with partner partnering organizations Management for the benefit organizations the Information Systems of client data base to (HMIS) enter all clients while the highest ensuring quality data collection, management, analysis and reporting. B. Collect and report program data, including but not 2a. Reduce the 2.1 Run program reports number of to homelessness limited to HMIS unsheltered 2b. Reduce the monthly evaluate program number of effectiveness, progress and reporting by and funding. as first time people homelessness experiencing make any necessary required 2c. Increase to strategic 2.2 Create adjustments tracking percent exits housing permanent 2d. Reduce the other to number of spreadsheets data that is supplement to homelessness returns 2e. Reduce the length either not in HMIS average collected or reports time be from HMIS to of homelessness people experience cannot run 2f. Reduce the assess program number of effectiveness. people homelessness experiencing chronic 2.3 Collect data necessary to demonstrate 2g. Evaluate the use and program funding effectiveness of progressive effectiveness, meet engagement 2h. Reduce the requirements, and statistical number of reports. people homelessness experiencing target among populations (e.g. veterans, youth, single adults, elderly, race/ethnicity, etc) 3. Within 5 days 3. Enter into HMIS the of meeting all clients with client 4. Run 4. 3% less or error rate program to reports monthly data quality evaluate program Topic Description Activity Goal Point Count lime in 1. Assume leadership in Raise The Homeless community distribute a role Point in Time Count Housing Assistance and Act the annual awareness, donations and ensure a that 2. Attend is and conduct reliable count conducted requires county In Washington each planning sessions development and year after year. State for methodological the best conduct an in time that and most reliable annual point count populations represents all count of sheltered homeless and unsheltered This 3. Engage in fundraising, persons. is in census donation collection, conducted the organization and distribution accordance with the 4. Event promotion requirements U S Department of of 5. Conduct surveys y Housin g and Urban 6. Assist deduplication, data with Development (HUD). entry and quality The 2018 in time point is measures count (PIT) 7.1 Reduce the 7. Create to follow living number of a process to take households projected place on January 26, 2017, people outside up the with PIT to keep surveyed in to 7.2 Reduce the number of count people survey where the people homelessness experiencing chronic engaged and connect with people stayed services previous night. Professional Services Contract (rev 06/2017) Page 12 topic Description Activity Goal Management Case A. Case 1. Determine housing barriers, 1.1 Conduct comprehensive is Intake Assessments to and/or management a prioritization, and referral determine housing collaborative process on hard potential participants and & and service 1.2 Accept copy case records from of planning, assessment, facilitation, needs eligibility referrals Coordinated Entry care coordination, 2. Develop individualized 2. Reduce length of time in crisis evaluation, advocacy for and options to homeless housing Tong plans with short-term or and an family's individual's services and meet and -term timeline goals and creates a for and measures each goal 3. Diversion homeless 3. Resolve housing comprehensive housing and funds crisis without through communication needs and prevention grant and to use progressive first time engagement homelessness prevent or repeat 4. Landlords 4. Increase to available to resources housing exits homeless permanent 4.1 Outreach promote quality and/or 4.2 Master & cost-effective comparison prevention lists to determine best tenant outcomes. landlord 4.3 Landlord match Mitigation B. The Housing Case Manager 4.4 Lease will education intensive 4.5 Landlord / tenant laws provide 5. Conflict 5. Prevent first case management in homelessness time teach or repeat resolution services regularly and self scheduled to weekly sufficiency sessions the housing resolve 6. Improve level 6. Education education and to 6.1 literacy crisis 6.2 Life earning affordable potential housing as access and secure or skills maintain permanent 6.3 HS completion or GED 6.4 Post housing days of initial within 90 -secondary & enrollment support 7. Reduce barriers meeting. 7. Financial Literacy to housing, improve and resolve 7.1 Budget creation and increase self C All organizations that local sufficiency, and adherence receive 7.2 Establish and/or use economic/housing stability savings account surcharge revenue 7.3 Credit Score (document fees) recording 7.4 Loan default must in resolution 8. Improve to participate 8. Health & Wellbeing health access to improve care long and Coordinated Entry. 8.1 Personal Hygiene 8 2 Access to general term medical stability benefits 8.3 Access and to care health mental and treatment substance / abuse services 9. Access to legal 9. Resolve housing services barriers, or improve employment increase self stability sufficiency and Professional Services Contract (rev 06/2017) Page 13 10. Improve income 10. Employment to monthly housing as 10.1 WorkSource access affordable and collaboration 10.2 Resume economic stability writing 10.3 Job search and application 10.4 Interview assistance 10.5 Interview preparation clothing 10.6 Background resolution 10.7 Coordinate transportation 11.1 Access to Rapid 11. Reduce first time homelessness, ReHousing 11.2 Recertify programs homelessness repeat improve participants to housing and exits financial receiving to assistance permanent every month assess progress and needs 12.1 Collaboration 12. Team to with other with other agencies departments, coordinated provide necessary wrap around entry, and organizations to services, to outreach benefits, efforts, to maximize participant access in housing and/or outcomes, program goals assist resolving crisis and 12.2 agency Participates mission in regularly "name by scheduled name" case staffing meetings opic Description Activity Goal Outreach Street 1. Develop 1. Reduce living the number of an outreach plan outreach involves people outside the moving the outside to walls of agency engage 2 Track 2. Increase the people homelessness experiencing and monitor outreach number of to through be disconnected who efforts and quantify results people engaged may evaluate effectiveness and outreach and are connected and from alienated not only to improve adjust plans results with services mainstream 3. Increase the distribution 3. Outreach to other kits) to services but from the and supports, of supplies living (e.g care organizations where people homelessness targeting homeless services experience people outside congregate or are served persons as well. 4.1 Improve 4. Collaborate with PATH engagement of Outreach efforts are designed to help and/or other outreach people not as visible doubled (e.g. to organizations maximize couch substandard 4.2 Increase surfers housing) or up, establish supportive resources and enhance to relationships, give outreach efforts reach more outreach and to target people advice and people engagement support, and enhance populations (e g. youth, the that they possibility veterans, elderly) will access necessary services that help and supports them will the move off streets. Professional Services Contract (rev 06/2017) Page 14 Description Activity Goal -- opic Coordinated A. All 1. Compliance & 1.1 Complete HUD improvement funded communities through the Entry Coordinated Entry (CE) continuous Process Self to HUD Emergency -Assessment Solutions Grant include 1.2 Annually each access benchmark point (ESG) and Continuum Care with other CE programs of (CoC) grants will 2. Update 2. Compliance coordinated entry have in full a coordinated process compliance HUD by assessment S. Coordinated system. with requirements February 1, 2018. 3. Create & 3. Compliance policy improvement and assessment, known as also continuous procedures, board, governing the and Department communicate coordinated entry intake, or with Commerce of coordinated the for on any revisions, HMIS paves way udpates/needs and data homeless more efficient secure sharing assistance aC reements 4.1 Complete initial 4.1 Reduce systems. Coordinated into homelessness new entries an individual assessment family in the a housing of crisis and or (by is ideally assessment consistently offering diversion a system -wide provide diversion necessary prevention and process and can or prevention resources the upfront, serve any and all services 4.2 Provide reducing number the of populations. Each exceptional people entering in assessment point customer during service business and hours access system 4.2 No unnecessarily) family a coordinated handles all person or has to for is system delayed wait told services, to assessment or back or time come screening of data another 5.1 Refer family consumer need, 5.1 & 5.2 Help people individual to a the or that through the entry, referrals, and, faster move system the is best program to them potentially, program (by reducing time equipped get into housing admissions CE amount of from people permanent as the points are also quickly 5 2 Coordinate as possible spend moving to before for main access points program finding the program access diversion prevention and 5.1 & 5.2 Reduce right match) the points with other the services. organizations individual or family so has a to homelessness returns by finding the program match right seamless experience they no in matter Mason where County for present housing services 6. Coordinate lead 6a. Reduce the number of by and a name name least case twice staffing people homelessness experiencing meeting month at per 6b. Increase the number 6.2 Connect people of housed people permanently in Point surveyed in Time the annual the by count with list name name case staffing i Professional Services Contract (rev 06/2017) Page 15 7.1 Develop 7.1 Have a a written comprehensive county -wide the marketing plan as part of marketing plan policies and 7.2 Are the community procedures housing 7.2a All experts in the community on these and services work to organizations (i.e. for fath-based) profit, not that for profit, promote through services assist various media and people housing experienceing crisis know how a to marketing efforts refer people to CE and how CE works with people the to and the community housing resolve crisis 7.2b Increase the number from of referrals outside organizations 8.1 Develop 8.0 Reduce the a living number of comprehensive plan outreach people outside 8.1 Have outreach the plan a written as part of 8.2 Partner with PATH or in other organizations policies and to outreach efforts engage procedures 8.2 Refer to 6.2 people homelessness experiencing above 8.3 Improve 8.3 Serve lead in the process of a role identifying and counting Point in Time Count annual people homelessness experiencing and accuracy data of count through collection and entry 9. Improve data 9. Enter client data into collection and quality and providing HMIS and to track data by other information means evaluate diversion, accurate on effectiveness of cost and effective what kind strategies of referrals, and programs. assistance (or programs) consumers need Long Term Objectives/Strategies for this program include: A) 50% reduction in homelessness and chronic homelessness in 2 years and functional zero by 2020 with an overall reduction in number of persons who experience homelessness and a reduction of recidivism to 5% or less. B) Achieve functional zero for Veterans by 2018, and reduce first time homelessness among veterans C) Continue to develop relationships with local agencies for access to rapid -rehousing funds to prioritize clients and streamline access to rental assistance funds, including apartment deposits, utilities deposits and back rent for households who are currently receiving case management/advocacy services and are at risk of imminent homelessness D) Consider partnership with Crossroads Housing to contribute funds to establish a matching fund source with the "Help Us Move In" organization to provide more available money towards move -in costs and extend the use of the rental assistance funds. Professional Services Contract (rev 06/2017) Page 16 Program Deliverables & Reporting Report templates will be provided to the contractor/grantee. In your report narratives, please include your progress in completing the deliverables, as well as descriptions of how your deliverable meets the short-term project outcomes and objectives outlined above. Item Date Frequency Due / Deliverable Name Description Criteria for Acceptance 1 As 1st close of month every to the Monthly Invoice previous A monthly month's reimbursed. invoice expenses for the to be number; Name of itemized Organization; invoice invoice template 2 On the April., Oct or 10th before Jan., & July of Quarterly Report(s) Financial performance template; tracking; spend case narrative down measurements management summary; report All on templates; reports time; proper are all accurate directions and complete and followed received use of 3 7/10/18 Year-end Report management analysis Year-end measurements report summary; for with including financial the tracking; recommendations performance next template; spend a year program narrative down case received; templates; Year-end proper report all directions and is accurate complete followed and use of 4 On each the or 5th before month of Management Quality Data Monthly quality; within check 5 Client days to data of ensure meeting entered data Less entered than 3% within error 5 days rate; of client meeting data 5 August January - Point Count in Time site, methodology, recruitment, Participation and coordination, census post -event survey, event in donations, the volunteer evaluation day, data planning, count entry, team 100% process participation from the throughout organization the 6 Monthly Tuesday each month - 2nd of Housing Meeting Coalition discussions; lead development program monthly Executive teams coalition community lead coalition inside member Director meetings / to implementation action participate and leadership recruitment, and/or outside and plan in of 80% measured attendance on an to annual meetings basis Please submit your reports and supplemental documentation electronically to tparker anco. mason.wa. us by COB on the dates due. Professional Services Contract (rev 06/2017) Page 17 EXHIBIT B INSURANCE REQUIRERJ1ENTS 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 Tess 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 Tess than $1,000,000 per accident, combined single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. B. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five (5) days of CONTRACT execution. C. Basic Stipulations: 1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter "indemnifying parties") to comply with these provisions. 2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 3. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to COUNTY, or must specifically allow the named insured to waive subrogation prior to a Toss. 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 of the coverage required and, b) an additional insured endorsement to CONTRACTOR's general liability policy using Insurance Services Office form CG 20 10 with an edition date prior to 2004. CONTRACTOR agrees, upon request by COUNTY to provide complete, certified copies of any policies required within 10 days of such request. COUNTY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any other additional insured under these requirements to obtain proof of insurance required under this CONTRACT in no way waives any right or remedy of COUNTY or any additional insured, in this or in any other regard. 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. Professional Services Contract (rev 06/2017) Page 18 7. CONTRACTOR agrees not to self -insure or to use any self -insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self -insured retention, the self - insured retention must be declared to the COUNTY. The COUNTY may review options with CONTRACTOR, which may include reduction or elimination of the self -insured retention, substitution of other coverage, or other solutions. 8. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or agents face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective until COUNTY executes a written statement to that effect. 9. The limits of insurance as described above shall be considered as minimum requirements. Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain insurance with limits of liability that exceed the required limits or coverage that is broader than as outlined above, those higher limits and broader coverage shall be deemed to apply for the benefit of any person or organization included as an additional insured and those limits shall become the required minimum limits of insurance in all Paragraphs and Sections of this CONTRACT. 10. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to COUNTY and approved of in writing. 11. The requirements in this Exhibit supersede all other sections and provisions of this CONTRACT to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 12 Unless otherwise approved by COUNTY, insurance provided pursuant to these requirements shall be by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A:VII. 13. All insurance coverage and limits provided by CONTRACTOR and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this CONTRACT limits the application of such insurance coverage. 14. CONTRACTOR agrees require insurers, to provide notice to COUNTY thirty (30) days prior to cancellation of such liability coverage or of any material alteration or non -renewal of any such coverage, other than for non-payment of premium CONTRACTOR shall assure that this provision also applies to any subcontractors, joint ventures or any other party engaged by or on behalf of contractor in relation to this agreement. Certificate(s) are to reflect that the issuer will provide thirty (30) days' notice to COUNTY of any cancellation of coverage. 15. COUNTY reserves the right at any time during the term of the CONTRACT to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONTRACTOR, the COUNTY and CONTRACTOR may renegotiate CONTRACTOR s compensation. 16. Requirements of specific coverage features are not intended as limitation on other requirements or as waiver of any coverage normally provided by any given policy Specific reference to a coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive. 17. CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against CONTRACTOR arising out of the work performed under this agreement. COUNTY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve COUNTY. Professional Services Contract (rev 06/2017) Page 19