HomeMy WebLinkAboutCommunity LifelineMASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT # CL-2017.2
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."
COMMUNITY
LIFELINE
Contracted
Entity
Address
218
N.
31d
St
/ P.O.
Box
698
Shelton,
WA 98548
City,
State,
Zip
Code
Phone
360-490-3430
Primary
Contact
Name,
Title
Barb
Weza,
Executive
Director
Primary
Contact
&
E-mail
360-490-3430;
Phone
gweza@aol.com
Nick
Woodsen
Contractor
Fiscal
Contact
360-462-4439;
file
Contractor
Fiscal
Phone
&
Email
no
email
on
603-364-370
Washington
State
UBI#
46-4731341
Federal
E
I
N
Total
Award/Contract
Value
$56,501.00
$31,501.00
2163
Funds
Awarded
CHG
Funds
Awarded
none
HEN
Funds
Awarded
none
$25,000.00
2060
Funds
Awarded
Contract
Term
Duration
July
1,
2017-June
30,
2018
County
Contract
Contact
Lydia
Buchheit,
Community
Health
Manager
Lydiabaco.mason.wa.us
360-427-9670
404
County
Contract
Email
& Phone
ext
Casey
Bingham,
Fiscal
Manager
County
Fiscal
Contact
Caseyb@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
Li,
tj)y N. tit 4:1") a.
Authorize Signature
2ay+ e ene
Print Name & Title
612-L
Date
BOARD OF COUNTY COMMISSIONERS
MASON C e l�[�,TY, WASHINGTON
Kevin Sh tty/Chair
g f? 0 I 7
Date
APPROVED AS TO FORM:
Tim Whitehea , Chief DPA
Professional Services Contract (rev 06/2017) Page 1
Special Conditions
Funding Source: Local Affordable and Homeless Housing (2060/2163) 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 Toss 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
Professional Services Contract (rev 06/2017) Page 2
Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to
which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax.
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any
employment rights whatsoever and shall not be deemed to guarantee any employment of
CONTRACTOR or any employee of CONTRACTOR or any sub -contractor or any employee of any
sub -contractor by COUNTY 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 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.
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
n o 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
n otice 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,
o n -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
n otify 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
Professional Services Contract (rev 06/2017) Page 5
Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the
o bligations 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
u pon 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
✓ olunteers; 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
n egotiated 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.
Professional Services Contract (rev 06/2017) Page 6
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: 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@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
u nder 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
e lsewhere. 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
n otice 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
i
Professional Services Contract (rev 06/2017) Page 7
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 Toss 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.
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
o r 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
o r 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
o rder 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
e ither 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.
Professional Services Contract (rev 06/2017) Page 8
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.
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
EXHIBIT A
SCOPE OF SERVICES
Organization: Community Lifeline
Community Lifeline is a volunteer and donation driven 501(c)(3) nonprofit agency that provides
support such as basic services of food, emergency shelter and showers for homeless and less than
fortunate individuals in Mason County provides. Community Lifeline collaborates with many
community partners to come along side people providing resources, educational programs and
mentoring to move toward self sufficiency.
Identified Problem:
Since 2004, Community Lifeline formerly Parish Hall Ministries has provided a low barrier Emergency
Cold Weather Shelter from Nov. 1st through April 30th when the windchill is 35 degrees and below for
35 adult individuals from 8PM to 8AM Showers and hygiene items and case management services
are also available. Providing Emergency Shelter is a basic need and critical to the health and safety of
adult individuals affected by homelessness even the difference between survival and death from
exposure to the elements. The Community Lifeline Shelter is the only shelter in Mason County
providing services to adult individuals. In alignment with the Washington State Homeless Housing
Strategic Plan, Shelter guests are entered into the HMIS as intake into the Shelter and are promptly
engaged to interface with a case manager or volunteer to assess needs and connect them with
resources. Housing and service goals are client driven and supported to address client safety, barriers
to housing, and self-sufficiency. This discipline has decreased homelessness of shelter guests by
25% since 2016. The Housing First model is also one of the research based options used for clients
and is contingent on affordable housing stock.
Funding Award Budget Payments: Total Award is $56,501.00.
Lifeline
Community
-
Case
Funded
Annual
Amount
(2163)
Comment
Mgmt
Personnel
$30,000
0.55
FTE
of
Case
Management
Services
Staff
Mileage
$500
Training
$300
Office
Supplies
$150
Tenant
$551
Screening
Contract
Maximum
Total
$31,501
Annual
Amount
Comment
Community
Lifeline
-
Shelter
Funded
(2060)
Shelter
Staff
$21,
000
0.55
FTE
of
Case
Management
Services
$4,000
Low
barrier
Insurance,
permit,
O
p
erations:
enhanced
hosting
Point
storage
in
Time
space,
Count
and
Other
Contract
Maximum
Total
$25,000
90
shelter
2/28/18
Days
between
of
continuous
the
dates
stay
winter
11/1/17
-
Professional Services Contract (rev 06/2017) Page 10
Activity
Goal
opic
Description
1.
Secure
data
1.
Data
sharing
MOU's
in
Data
Quality
A. The
sharing
organization
MOU's
to
&
agreements
and
agreements
and
and
staff
will
utilize
for
Management
the
Homeless
place
all
partnering
collaborate
with
partner
Management
organizations
for
the
benefit
organizations
Information
Systems
the
of
client
2a.
Reduce
the
(HMIS)
data
base
to
2.1
Run
program
reports
number
of
to
homelessness
enter
all
clients
the
highest
while
monthly
evaluate
program
unsheltered
2b.
Reduce
the
number
of
effectiveness,
progress
and
ensuring
quality
data
first
make
any
necessary
strategic
people
time
homelessness
experiencing
adjustments
2.2
Create
tracking
2c.
Increase
collection,
percent
exits
management,
analysis
and
to
housing
other
permanent
to
2d.
Reduce
the
number
of
spreadsheets
data
that
supplement
reporting.
to
homelessness
is
either
not
returns
in
HMIS
2e.
Reduce
the
average
B
Collect
and
report
collected
or
reports
length
time
program
including
data,
but
not
be
from
HMIS
to
cannot
run
of
homelessness
people
assess
program
experience
2f.
Reduce
the
limited
to
HMIS
effectiveness.
2.3
Collect
data
to
number
of
people
experiencing
homelessness
reporting
by
and
funding.
as
necessary
chronic
required
demonstrate
2g.
Evaluate
the
program
funding
use
and
effectiveness,
meet
effectiveness
of
requirements,
and
statistical
progressive
engagement
2h.
Reduce
the
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. 3%
less
4.
Run
reports
or
error
rate
program
to
monthly
data
quality
evaluate
program
Description
Activity
Goal
opic
Management
Case
A.
Case
1.1
Conduct
1.
Determine
housing
Intake
comprehensive
Assessments
is
barriers,
and/or
prioritization,
and
management
a
to
determine
on
hard
potential
participants
and
referral
housing
collaborative
process
&
and
service
needs
1.2
copy
Accept
case
records
&
of
planning,
assessment,
facilitation,
appropriate
eligibility
from
qualified
referrals
care
coordination,
Coordinated
Entry
evaluation,
advocacy
for
and
to
options
2.
Develop
individualized
2.
Reduce
length
of
time
in
homeless
housing
and
an
family's
individual's
services
and
meet
Tong
plans
with
short-term
crisis
or
and
-term
timeline
goals
and
creates
a
for
and
comprehensive
housing
measures
each
goal
3.
Diversion
homeless
3.
Resolve
housing
funds
crisis
through
communication
needs
and
to
and
without
grant
and
use
to
prevention
progressive
first
engagement
time
available
resources
prevent
homelessness
or
repeat
promote
quality
cost-
4.
Landlords
4.
Increase
to
effective
outcomes.
housing
exits
4.1
Outreach
permanent
homeless
and/or
4.2
Master
&
lists
B
The
Housing
prevention
comparison
Case
Manager
to
determine
best
tenant
intensive
will
landlord
4.3
Landlord
match
Mitigation
provide
case
management
in
4.4
Lease
services
regularly
education
4.5
Landlord
/
tenant
laws
scheduled
weekly
i
Professional Services Contract (rev 06/2017)
Page 12
to
5.
Conflict
5.
Prevent
first
time
homelessness
or
sessions
the
housing
resolve
resolution
crisis
and
repeat
teach
and
secure
or
maintain
housing
self
sufficiency
6.
Improve
level
6.
Education
permanent
initial
within
90
days
of
education
6.1
literacy
6.2
Life
skills
and
earning
to
potential
as
C.
All
meeting.
access
housing
affordable
6.3
HS
GED
completion
or
6.4
Post
organizations
-secondary
&
that
local
receive
enrollment
support
surcharge
revenue
7.
Financial
Literacy
7.
barriers
improve
Reduce
to
housing,
and
resolve
(document
fees)
recording
7.1
Budget
creation
and
must
participate
adherence
self
sufficiency,
in
Coordinated
Entry.
7.2
Establish
and/or
use
and
increase
savings
7.3
Credit
account
Score
economic/housing
stability
7.4
Loan
default
resolution
8.
Improve
8.
Health
&
Wellbeing
to
access
health
8.1
Personal
Hygiene
8.2
Access
to
to
improve
care
and
long
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
barriers,
or
services
employment
improve
increase
self
sufficiency
and
stability
10.
Improve
10.
Employment
income
monthly
to
10.1
Work
Source
collaboration
as
access
housing
affordable
and
10.2
Resume
writing
economic
stability
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.
homelessness,
Reduce
first
time
ReHousing
11.2
Recertify
programs
homelessness
repeat
improve
participants
to
and
housing
financial
receiving
to
assistance
exits
permanent
every
month
assess
progress
and
needs
12.1
Collaboration
12
Team
with
other
with
other
departments,
to
coordinated
agencies
provide
to
entry,
and
organizations
necessary
wrap
around
maximize
participant
services,
to
outreach
benefits,
efforts,
outcomes,
program
goals
and
access
to
and/or
agency
12.2
Participates
mission
in
housing
assist
in
crisis
resolving
regularly
"name
by
scheduled
name"
case
staffing
meetings
Topic
Description
Activity
Goal
Professional Services Contract (rev 06/2017)
Page 13
Point in
Time
Count
The Homeless Housing
and Assistance Act
requires that each
county In Washington
State conduct an
annual point in time
count of sheltered and
unsheltered homeless
persons. This census is
conducted in
accordance with the
requirements of the
U S. Department of
Housing and Urban
Development (HUD).
The 2018 point in time
count (PIT) is projected
to take place on
January 26, 2017, to
survey where people
stayed the previous
night.
1. Assume a leadership role in
the annual Point in Time Count
2. Attend and conduct planning
sessions and methodological
development for the best and
most reliable count that
represents all populations
3. Engage in fundraising,
donation collection, organization
and distribution
4. Event promotion
5. Conduct surveys
6. Assist with de -duplication,
data entry and quality measures
Raise community awareness,
distribute donations and
ensure a reliable count is
conducted year after year.
Description
Activity
Goal
Topic
Outreach
Street
involves
1.
Develop
1.
Reduce
living
the
number
of
an
outreach
plan
outreach
the
people
outside
moving
outside
the
to
walls
of
agency
engage
people
2.
Track
2.
Increase
the
experiencing
homelessness
and
monitor
outreach
number
of
through
to
be
disconnected
who
may
efforts
and
quantifyresults
people
p
p
engaged
g
and
from
evaluate
to
improve
effectiveness
and
adjust
outreach
and
are
connected
alienated
not
onl
y
plans
results
with
services
and
the
mainstream
supports,
services
targeting
but
from
3.
Outreach
to
3.
Increase
the
distribution
kits)
to
of
other
homeless
services
supplies
living
(e.g.
care
organizations
where
people
homelessness
people
outside
experience
Outreach
persons
as
well.
designed
to
efforts
help
congregate
or
are
served
4.1
Improve
are
4.
Collaborate
PATH
engagement
of
with
and/or
to
establish
supportive
other
outreach
organizations
people
not
as
visible
doubled
(e.g.
relationships,
give
couch
substandard
4.2
Increase
surfers
housing)
or
up,
maximize
resources
and
to
people
advice
and
enhance
outreach
efforts
support,
the
and
enhance
that
they
outreach
and
reach
more
people
to
target
possibility
engagement
will
access
necessary
populations
homeless,
(e.g.
chronically
services
that
help
and
supports
them
veterans,
elderly)
the
will
move
off
streets.
Description
Activity
Goal
opic
Continuous
Stay
90
Barrier
Day
Low
Community
Lifeline
1.
Obtain
1.
Increase
the
special
to
use
permits
utilization;
reduce
living
90
days
number
of
people
outdoors
and
90
barrier
day
insurance
continuous
operate
stay
low
as
a
will
provide
low
of
continuous
-barrier
for
shelter
shelter
both
service
female
Winter
Shelter
1.
Increase
the
2.
Enhance
storage
capacity
male
between
and
utilization;
reduce
living
to
adults
number
of
people
outdoors
and
for
continuous
process
accommodate
stay
November
1,
2017
Professional Services Contract (rev 06/2017)
Page 14
April
30,
2018.
3.
Improve
tracking
data
quality,
monitoring
3.
Enter
all
shelter
clients
into
and
Community
Lifeline
HMIS
and
consider
a
scanning
and
of
program
outcomes
to
and
effectiveness
mechanism
optimize
check-
will
analyze
weather
data
trends
inform
in
and
collection
Mason
and
County
the
4a.
Refer
to
the
in
the
4.1
Provide
Housing
Case
dates.
of
goals
Management
the
Housing
Housing
Case
Manager
section
exact
Community
Lifeline
Case
Management
per
4b.
Help
transportation
to
Mason
assist
County
access
coordinate
in
all
parts
of
for
scope
of
the
will
operate
shelter
service
4.2
Participate
all
shelter
in
guests
webinars
as
a
cold
between
weather
these
4c.
Increase
to
free
trainings
shelter
dates
housing
percent
exits
and
other
low
on
the
90
and
outside
of
operating
a
-barrier
shelter
permanent
5.1
Perform
to
5.1
Increase
days
continuous
shelter
utilization
and
outreach
efforts
the
living
their
of
operation
as
reduce
outdoors
number
of
people
connect
with
people
homelessness
per
usual
service
to
the
experiencing
5.2
Collaborate
5.2
Increase
for
North
and
according
utililization
with
other
Mason
PATH)
special
use
permit.
organizations
(e.g.
to
residents
the
5.3a
Reduce
the
homelessness
number
of
people
promote
shelter
and
refer
experiencing
Provide
best
for
people
homelessness
experiencing
throughout
5.3b.
into
housing
the
match
all
of
Mason
County
referral
programs
solution
5.3
Participate
in
Coordinated
Entry
as
required
by
all
organizations
receiving
grants
from
local
fees
recording
6.
Serve
hub
for
6.
distribute
Raise
community
donations
awareness,
as
Point
a
central
in
Time
Count
the
annual
is
and
ensure
a
reliable
count
conducted
year
after
year
Long Term Objectives/Strategies for this program include:
A) 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
B) 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.
C) Consider continued expansion of emergency shelter availability.
Professional Services Contract (rev 06/2017) Page 15
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
Description
Name
Criteria
for
Acceptance
_ _ =
1
As close
sr
1
month
possible
of
each
to
the
as
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
before
10th
Jan.,Report(s)
&
July
of
Quarterly
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
including
with
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
before
5th
month
of
Management
Quality
Data
&
Monthly
quality;
within
check
5
Client
days
to
data
of
ensure
meeting
entered
data
Less
entered
than
3/
within
o
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
Monthl
Tuesday
each
month
y
-
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
6
Please submit your reports and supplemental documentation electronically to
tparker@co.mason.wa.us by 4 pm on the dates due.
Professional Services Contract (rev 06/2017) Page 16
EXHIBIT B
INSURANCE REQUIREMENTS
A. MINIMUM Insurance Requirements:
1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability"
policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an
additional insured shall not be limited to its vicarious liability Defense costs must be paid in addition to
limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
2. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law
with employer's liability limits for CONTRACTOR's, with two (2) or more employees and/or volunteers, no
less than $1,000,000 per accident for all covered losses.
3 Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned
and hired autos, or the exact equivalent Limits shall be no less than $1,000,000 per accident, combined
single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non -owned auto
endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's
employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of
personal auto liability coverage for each such person.
B. Certificate of Insurance:
A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within
five (5) days of CONTRACT execution.
C. Basic Stipulations:
1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional
insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition
date prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else
involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter "indemnifying parties") to comply
with these provisions.
2 CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of
any insurance proceeds, and to require all indemnifying parties to do likewise.
3. All insurance coverage maintained or procured by CONTRACTOR or required of others by
CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to
COUNTY, or must specifically allow the named insured to waive subrogation prior to a 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 17
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 18