HomeMy WebLinkAboutCommunity Lifeline - Contract me Conkra c�
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MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT#CL FY24-25.2163
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."
Contracted Entity Community Lifeline
Address PO Box 698/218 N. 3ro St.
City, State, Zip Code Shelton, WA 98584
Phone 360-490-3430
Primary Contact: Name, Title Chriss Brickert, Chair
Primary Contact: E-mail bcbrickert@comcast.net
Washington State UBI# 603-364-370
Federal EIN 46-4731341
Total Award/Contract Value $250,000
Contract Term July 1, 2023-June 30, 2025
COUNTY and CONTRACTOR, as defined above, acknowledge, and accept the terms
of this contract and EXHIBITS and have executed this contract on the date below to
start as of the date and year referenced above. The rights and obligations of both
parties to this contract are governed by this contract including any [Special Conditions,
General Terms and Conditions, Exhibits, etc.].
CONTRACTOR NAME BOARD OF COUNTY COMMISSIONERS
MASON COUNTY,WASHINGTON
Community Lifeline of Mason County
Agency Name Sharon Tra9k, Chair
64a�4�-
Authorized Signature Date — I
Christeen Brickert, President
APPROVED AS TO FORM:
Print Name &Title
July 11 2023 1
Date Micha cuting Attorney
Professional Services Contract (rev 06/2023) Pagel
Special Conditions
CONTRACTOR agrees to the following: The award of funds does not guarantee that the
CONTRACTOR will receive funding if special conditions are not met. The following
documents are requirements and must be received within 30 days of the contract award
start date for the CONTRACTOR to submit an invoice and receive funding. If the
agency has provided these documents under a previous contract, only updated
documents need to be provided. For tracking purposes, please notify COUNTY on each
item stating "no updates" if this is the case.
1. CONTRACT REQUIREMENTS to receive funding:
a. Vendor Payment Form, if new to contracting with Mason County
b. Certificate of Insurance (see requirements Exhibit B)
c. Contract Orientation: Attendance at orientation is mandatory. Prior
approval and make-up arrangement are necessary if unable to attend an
orientation meeting.
2. Deliverables from previous contracts (#20-054, #20-094, and #21-057) are
carried into this contract for Community Lifeline to successfully submit a
conditional use permit with the City of Shelton to increase shelter bed capacity
beyond 35 and up to the capacity allowable under the permit.
3. Probation Status
a. CONTRACTOR will start contract term in Probation Status for failure to
effectively implement the actions outlined in the Corrective Action Plan
and make satisfactory improvement within the timeline outlined in the
Quality Improvement Plan during the previous contract term.
b. Technical assistance will continue to be provided by the COUNTY.
c. The COUNTY will provide the CONTRACTOR with written notice once it
has determined satisfactory improvement has been met.
Funding Source: Local Document Recording Fees (2163)
General Terms and 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. In the
event that CONTRACTOR expends the total award specified in "Exhibit C Budget"
before the end of the CONTRACT duration, CONTRACTOR remains liable to provide
COUNTY the services as identified in "Exhibit A Scope of Services." No material, labor
or facilities will be furnished by COUNTY unless otherwise provided for in the
CONTRACT.
CONTRACTOR may submit a written proposal with an estimated cost for other
expenses allowable under the Department of Commerce Grant Guidelines that may not
be specified in "Exhibit A Scope of Services." The COUNTY must give written approval
Professional Services Contract (rev 06/2023) Page 2
before any expenses are incurred and considered allowable costs for reimbursement to
this 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.
Amendments and Extension:
This CONTRACT may be amended by mutual agreement of the parties. Such
amendment shall not be binding unless they are in writing and signed by personnel
authorized to bind each of the parties.
The duration of this CONTRACT may be extended by mutual written consent of the
parties, for a period of up to one year, and for a total of no longer than three years.
Independent Contractor:
CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent
contractor, and nothing herein contained shall be construed to create a relationship of
employer-employee. All payments made hereunder and all services performed shall be
made and performed pursuant to this CONTRACT by the CONTRACTOR as an
independent contractor.
CONTRACTOR acknowledges that the entire compensation for this CONTRACT is
specified in Exhibit C Budget and the CONTRACTOR is not entitled to any benefits
including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental,
or other insurance benefits, or any other rights or privileges afforded to employees of
COUNTY. The CONTRACTOR represents that he/she/it maintains a separate place of
business, serves clients other than COUNTY, will report all income and expense
accrued under this CONTRACT to the Internal Revenue Service, and has a tax account
with the State of Washington Department of Revenue for payment of all sales and use
and Business and Occupation taxes collected by the State of Washington.
CONTRACTOR will 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
Professional Services Contract (rev 06/2023) Page 3
regulations. It is the responsibility of the CONTRACTOR to make the necessary
estimated tax payments throughout the year, if any, and the CONTRACTOR is solely
liable for any tax obligation arising from the CONTRACTOR's performance of this
CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY against any
demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on
compensation earned pursuant to this CONTRACT.
COUNTY will pay sales and use taxes imposed on goods or services acquired
hereunder as required by law. The CONTRACTOR must pay all other taxes, including,
but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's
gross or net income, or personal property to which COUNTY does not hold title.
COUNTY is exempt from Federal Excise Tax.
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not
operate to vest any employment rights whatsoever and shall not be deemed to
guarantee any employment of CONTRACTOR or any employee of CONTRACTOR or
any sub-contractor or any employee of any sub-contractor by COUNTY at the present
time or in the future.
Accounting and Payment for CONTRACTOR Services:
Reimbursement of allowable costs to the CONTRACTOR for services rendered under
this CONTRACT shall be as set forth in Exhibit C Budget. Where Exhibit C requires
payments by the COUNTY, payment shall be based upon written claims supported,
unless otherwise provided in Exhibit C, by documentation of units of work 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 C or approved in writing in advance by the official
executing this CONTRACT for COUNTY or his or her designee (hereinafter referred to
as the "Administrative Officer"). COUNTY will not reimburse the CONTRACTOR for any
costs or expenses incurred by the CONTRACTOR in the performance of this
CONTRACT. Where required, COUNTY shall, upon receipt of appropriate
documentation, compensate the CONTRACTOR, no more often than monthly, in
accordance with COUNTY's customary procedures, pursuant to the fee schedule set
forth in Exhibit C.
Fraud and Other Loss Reporting:
Contractor/Grantee shall report in writing all known or suspected fraud or other loss of
any funds or other property furnished under this Contract immediately or as soon as
practicable. CONTRACTOR shall follow all reporting requirements related to the
fraudulent event.
Professional Services Contract (rev 06/2023) Page 4
Billing Procedures and Payment:
The funding awarded may only be used for eligible activities and expenses. COUNTY
will pay CONTRACTOR upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the COUNTY representative not more
often than monthly. Exceptions to the single billing per month (or quarterly) can be
made by the COUNTY on a case-by-case basis. The CONTRACTOR shall only be paid
as a reimbursement of allowable costs incurred during each invoice period, according to
the terms provided in EXHIBIT A, if CONTRACTOR performs the services and submits
all reporting to a satisfactory level. Administration reimbursement requests cannot
exceed the 1/12 monthly allotment. For example, if the Administration allocation is 10%,
administration costs may not exceed 10% of the reimbursement requests that month.
CONTRACTOR must submit invoices in accordance with the "Invoicing and Reporting
Requirements" as outlined in the Mason County Housing Crisis Response Written
Standards" and Exhibit C of this contract.
The COUNTY may, in its sole discretion withhold payments by the Grantee for services
rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition of
this Grant. No payments in advance or in anticipation of services or supplies to be
provided under this Grant shall be made by the COUNTY.
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.
Professional Services Contract (rev 06/2023) Page 5
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.
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. All SUBCONTRACTORS, including By and For Organizations,
are bound to all contracts between COMMERCE and the COUNTY and must show that
the Commerce contract has been passed down.
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 the COUNTY shall be
made with sufficient specificity to enable the 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 ensure 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
Professional Services Contract (rev 06/2023) Page 6
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.
Work Product:
CONTRACTOR will provide COUNTY with all work products including plans, and 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.
Professional Services Contract (rev 06/2023) Page 7
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 B Insurance Requirements."
Insurance as a Condition of Payment:
Payments due to CONTRACTOR under this CONTRACT are expressly conditioned
upon the CONTRACTOR's strict compliance with all insurance requirements under this
CONTRACT. Payment to CONTRACTOR shall be suspended in the event of non-
compliance. Upon receipt of evidence of full compliance, payments not otherwise
subject to withholding or set-off will be released to CONTRACTOR.
Industrial Insurance Waiver:
With respect to the performance of this CONTRACT and as to claims against COUNTY,
its officers, agents and employees, CONTRACTOR expressly waives its immunity under
Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to
its employees and agrees that the obligations to indemnify, defend and hold harmless
provided in this CONTRACT extend to any claim brought by or on behalf of any
Professional Services Contract (rev 06/2023) Page 8
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.
Professional Services Contract (rev 06/2023) Page 9
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
Public Health & Human 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:
Melissa Casey, Community Health Manager
Mason County Public Health & Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 404
Fax: 360-427-7787
E-mail: mcasey(u)masoncountywa.gov
Financial Contact:
Casey Bingham, Finance Manager
Mason County Public Health & Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 562
Fax: 360-427-7787
E-mail: caseyb(a�mason countywa.gov
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.
Professional Services Contract (rev 06/2023) Page 10
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 Service and Exhibit C Budget. An equitable adjustment in the
CONTRACT price for partially completed items of work will be made, but such
adjustment shall not include provision for loss of anticipated profit on deleted or
uncompleted work. Termination of this CONTRACT by COUNTY at any time during the
term, whether for default or convenience, shall not constitute breach of CONTRACT by
COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY
determine, in its sole discretion, that such termination is necessary due to a decrease in
available project funding including State and/or Federal grants. Whenever the
CONTRACT is terminated in accordance with this paragraph, the CONTRACTOR shall
be entitled to payment for actual work performed in compliance with Exhibit A Scope of
Services and Exhibit C Budget.
Professional Services Contract (rev 06/2023) Page 11
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
Professional Services Contract (rev 06/2023) Page 12
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.
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. Special Conditions
D. General Terms and Conditions
E. Exhibit B, Insurance Requirements
F. Exhibit A, Scope of Service
Professional Services Contract (rev 06/2023) Page 13
G. Exhibit C, Budget
H. Grant Guidelines
Entire Contract:
This written CONTRACT, comprised of the writings signed or otherwise identified and
attached hereto, represents the entire CONTRACT between the parties and supersedes
any prior oral statements, discussions, or understandings between the parties.
Contract Close-Out:
In the event a CONTRACTOR is delinquent on final contract close-out invoicing and/or
reporting, and they have been re-funded whether it is the same or a different program,
the current contract will start in probation status under the Non-Compliance Corrective
Action Steps. Under this condition, any missed deliverable or act of non-performance
can lead to early termination.
CONTRACTOR has until July 31 to close out previous contract by submitting all
invoices and reports to a satisfactory level. COUNTY is not obligated for payment
beyond this period. If funding has been awarded for the next grant term and there are
outstanding invoices or reports that are not cleared to a complete and satisfactory level
by July 31, the CONTRACTOR will start the new contract term in Probation Status.
Professional Services Contract (rev 06/2023) Page 14
EXHIBIT A
SCOPE OF SERVICES
Homeless Response System
Grantees shall commit to operating a high-performing crisis response system in the
county by:
• Prioritizing unsheltered homeless households and households fleeing violence
for services and programs.
• Assessing each household's housing needs and facilitating housing stability with
the goal of obtaining or maintaining permanent housing.
• Employing a progressive engagement service model.
• Prioritizing households most likely to become homeless when using prevention
rent assistance.
• Meeting project intervention performance outcome targets.
o Housing Outcomes:
• Emergency Shelters: 50% exits to permanent housing.
■ Rapid Rehousing and Transitional Housing: 80% exits to
permanent housing.
• Permanent Supportive Housing: 95% exits to permanent housing.
o Equitable Access: The race and ethnicity of households served are
proportional to the numbers of people in need of services in each county.
• Actively participate in the planning and implementation of the annual Point in
Time Count. Help ensure that subpopulations served are accurately and
adequately represented in the count.
• Actively collaborate with other agencies to ensure the best possible services are
available to program participants.
• Being anti-racist leaders in their crisis response systems and facilitate
partnerships among organizations that respond to the disproportionality in
services and outcomes for communities that may not seek assistance from
mainstream organizations.
• Commit to data quality by entering data into HMIS that is complete, timely, and
accurate and reviewing HMIS reports at least monthly to ensure data quality
standards are met.
• Adhere to the Mason County Written Standards and Washington State
Coordinated Entry Guidelines.
Program: Night by Night Emergency Shelter
Serving all of Mason County, Community Lifeline shall operate a 24/7, low-barrier
shelter that offers a minimum of 35 night-by-night beds in a congregate setting, meals,
hygiene facilities, clothing, case management, peer support programs, job training,
resource connection, referrals, and related services for households without children all
leading to a pathway toward permanent housing.
Professional Services Contract (rev 06/2023) Page 15
Funded Activities: The funds awarded shall help support:
• 2 FTE overnight shelter staff for hours worked between 8 pm to 8 am to aid in
maintaining a safe staffing to shelter participant ratio.
• Finance/bookkeeper
Increased Bed Capacity and Conditional Use Permit:
• Deliverables from previous contracts (#20-054, #20-094, and #21-057) are
carried into this contract for Community Lifeline to successfully submit a
conditional use permit with the City of Shelton to increase shelter bed capacity
beyond 35 and up to the capacity allowable under the permit.
• In addition, increased capacity meets the goals of the 5-year plan, responds to
the needs of the homeless response system and allows for additional shelter
needs during emergency situations (e.g., wildfires, extreme weather, floods).
• The expectation is that the CONTRACTOR will abide by and perform corrective
actions made by a hearing officer and/or file an appeal within the timeframe
specified for a successful hearing. The costs of the permitting process have
been paid for and further application costs are not permissible in this contract.
Expectations for Night-by-Night Emergency Shelters:
• Exit to permanent housing rate of 50%
• Follow Centers for Disease Control and Washington Department of Health's
guidelines for congregate living.
o The agency is expected to have policies and procedures in place for
isolation and quarantine events.
• Develop and implement a hazardous weather response plan with the ability
respond to community needs during periods of extremely hot or cold weather or
severe poor air quality due to wildfire smoke.
• Operate a notification system for key community partners on bed availability,
referral process, and check-in protocol. Include other shelter resources when at
capacity.
o Key stakeholders in the community are to be notified immediately when
the hours of operation or procedures for admittance to the shelter have
changed.
• Provide adequate resources and assistance to individuals that are unable to stay
when the shelter is at maximum occupancy capacity.
• Follow low-barrier best practices. Low barrier projects have realistic and clear
expectations. Rules and policies are narrowly focused on maintaining a safe
environment and avoiding exits to homelessness. Low barrier projects do not
have work or volunteer requirements. Households are not terminated from the
project for the following reasons: Failure to participate in supportive services or
treatment programs, failure to make progress on a housing stability plan and/or
alcohol and/or substance use in and of itself is not considered a reason for
termination.
o Emergency shelters shall not have excessive rules that become barriers
for unsheltered persons or households to stay in the shelter.
Professional Services Contract (rev 06/2023) Page 16
o Emergency shelters shall not have excessive rules that exit a person or
household to homelessness.
• Policies and Procedures that demonstrate night by night shelter operations. The
P&P shall include the following:
o Check-in process
o The protocol when maximum capacity is reached and the procedures to
assist persons in finding other shelter options.
o The process for shelter stayers to exit each day and includes length of
time.
o If shelter stayers can access the sleeping area during the day. If so, how
does this ensure night by night operations vs. a continuous stay shelter?
o Exhibits Racial Equity: How the demographics of shelter stayers are
similar to the demographics for persons experiencing homelessness (i.e.
compared to the demographics found during outreach and/or the PIT
Count).
Reporting: Submit the following monthly deliverables no later than the 15'h of each
month:
• Invoice, back up documentation and any required Voucher Detail Worksheet for
reimbursement.
o Final invoices for a state fiscal year may be due sooner than the 15th and
the COUNTY will provide notification of the end of fiscal year due date.
o The Contractor must invoice for all expenses from the beginning of the
contract through June 30, regardless of the contract start and end date.
o The COUNTY will return incorrect or incomplete invoices to the
CONTRACTOR for correction and reissue.
• Invoice Back up documentation shall include:
o For each employee that is part of the reimbursement request:
o The work schedule for the pay periods.
o Total hours worked between 8 pm and 8 am
o Total hours seeking reimbursement if different from total hours worked
between 8 pm through 8 am.
o Employee timesheets for the pay periods seeking reimbursement.
• Required monthly report(s) from HMIS included with the invoice.
o HUD 225 Data Quality Report for the emergency shelter (PDF format
preferred)
o Program OUTS 101 for emergency shelters, permanent supportive, rapid
rehousing, and transitional housing programs
• Quarterly Performance Report— required. Submit action plans for any project
that is not meeting the performance target.
• Annual Report: Program Racial Equity analysis
• Refer to the Mason County Written Standards for more detailed information and
instructions.
Contractor shall partner with Mason County Public Health and Human Services to
submit the following deliverables on time with truthful, accurate information:
• Local Homeless Housing Plan and Plan Updates.
Professional Services Contract (rev 06/2023) Page 17
• Annual County Expenditures Report and Homeless Housing Inventory
• Point-In-Time Count event and information.
• Essential Needs Report (HEN Program Only)
• Grantees shall comply with all the requirements, policies, and procedures in the
Consolidated Homeless Grant Guidelines, including the Coordinated Entry
Guidelines.
Professional Services Contract (rev 06/2023) Page 18
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, 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.
Professional Services Contract (rev 06/2023) Page 19
3. All insurance coverage maintained or procured by CONTRACTOR or required of
others by CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete
the subrogation condition as to COUNTY or must specifically allow the named
insured to waive subrogation prior to a loss.
4. All coverage types and limits required are subject to approval, modification and
additional requirements by COUNTY. CONTRACTOR shall not make any reductions
in scope or limits of coverage that may affect COUNTY's protection without
COUNTY's prior written consent.
5. CONTRACTOR agrees to provide evidence of the insurance required herein,
satisfactory to COUNTY, consisting of: a) certificate(s) of insurance evidencing all of
the coverages required and, b) an additional insured endorsement to
CONTRACTOR's general liability policy using Insurance Services Office form CG 20
10 with an edition date prior to 2004. CONTRACTOR agrees, upon request by
COUNTY to provide complete, certified copies of any policies required within 10
days of such request. COUNTY has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests. Any premium so paid by
COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted
from sums due CONTRACTOR. Any actual or alleged failure on the part of
COUNTY or any other additional insured under these requirements to obtain proof of
insurance required under this CONTRACT in no way waives any right or remedy of
COUNTY or any additional insured, in this or in any other regard.
6. It is acknowledged by the parties of this CONTRACT that all insurance coverage
required to be provided by CONTRACTOR or indemnifying party, is intended to
apply first and on a primary non-contributing basis in relation to any other insurance
or self-insurance available to COUNTY.
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
Professional Services Contract (rev 06/2023) Page 20
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
Professional Services Contract (rev 06/2023) Page 21
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 06/2023) Page 22
EXHIBIT C
BUDGET
Night by Night
Emer ency Shelter
2163
FY24 Biennium Comments
Bookkeeper/Finance 6,000 12,000
Hours worked between 8 pm to
Overnight Shelter Aids 119,000 238,000 8 am
TOTAL 125,000 1 250,000
Payment:
In the event State, Federal, or local funding changes, the COUNTY reserves the right to
amend the payment terms and the amount awarded in this contract. Approved invoices
will be disbursed according to the vendor payment schedule of the County Auditor's
Office. Refer to the Billing Procedures and Payment clause of this contract for additional
information.
Agencies that receive Consolidated Homeless Grant funds are also held to all
requirements in the contract between Mason County and the Department of Commerce
and the most current version of the Consolidated Homeless Grant Guidelines.
All COUNTY-provided templates must be used and not modified without the expressed,
written permission from the COUNTY. The COUNTY has the right to change the
reporting requirements with notification to the CONTRACTOR.
Monthly Financial Invoice: Due by the 15t' of each month
a. All invoices and reports must be accurate, complete, and received to a
satisfactory level before invoices are approved and processed for
reimbursement.
b. THE CONTRACTOR will submit a monthly financial invoice to the COUNTY no
later than the 15th of each month. It is important to submit an invoice free from
errors for the fastest turnaround possible on reimbursements. We encourage
subcontractors to include budget narratives when there has been a change or
when expenses may vary more than the average.
c. The CONTRACTOR may not manipulate, change, or adjust any template
provided by the COUNTY without prior written permission from the COUNTY.
d. Administration reimbursement requests cannot exceed the 1/12 monthly
allotment. For example, if the Administration allocation is 10%, administration
costs may not exceed 10% of the reimbursement requests that month.
e. All "pooled" costs are considered "Administration" unless approved by the
COUNTY.
f. Reimbursement in one fiscal year may not exceed the approved annual budget.
If annual budgeted funds are expended prior to the end of the first fiscal, no
Professional Services Contract (rev 06/2023) Page 23
additional reimbursements will be approved for that fiscal year, and
programs/services are expected to continue. Any unspent funds will be rolled into
the next fiscal year.
g. CONTRACTOR must retain all backup documentation including policies and
procedures on how employee time is tracked to grants, and how holiday and
overtime pay is calculated.
h. Invoices must be easy to read with program expenses clearly organized and
labeled. Arrange the backup documentation in the order items appear on the
invoice.
i. If invoice has significant increase or decrease in totals, include budget narrative
in the email submission to explain the change when invoice is submitted.
j. If you make an error in any previous months or overpayments or underpayments,
reach out to the COUNTY to determine the next steps.
k. If uncertain if expense is allowable, reach out to the COUNTY.
I. Budget Adjustments/Revisions: Budget adjustments/revisions are when
money is moved from one budget category to another. All budget revision
requests must use the Contract Budget Transfer Request Form. Budget
revisions are allowable up to once per quarter. CHG Contracts will require
Commerce approval and follow CHG Guidelines.
m. Financial Contract Amendments: Contract amendments will be issued when
there is a change in the total contract award. Amendments are also required in
CHG contracts when the total budget adjustment or sequential adjustments
exceed(s) 10% of the award.
n. Submit monthly invoices electronically to Todd Parker,
(tparker _masoncountywa.gov) and Haley Foelsch
(haley(c�masoncountywa.gov). The Subcontractor must submit their own invoice
request document and ledger. Each invoice must include:
• The name of the agency,
• Date submitted,
• Dates of service (e.g. report period),
• Contract number,
• Invoice number
■ Name of funding source,
• Reimbursement request per funding source,
• Salary and benefits separated out,
• Total hours worked by employees for the pay period. Show all time
worked by fund source.
• General Ledgers or backup documentation which includes expenses
broken out by category. They cannot include client names or identifying
information; it is acceptable to use HMIS numbers. When rental and/or
utility assistance payments are made, the landlords name is allowable.
• Backup Documentation: Submit a copy of source documentation for the
expenditures invoiced under the budget categories listed above. This
should include copies of checks to vendors, receipts for purchases, as
well as time sheets for staff and other documentation that supports the
expenditures and allow us to link staff time to the charges invoiced.
Professional Services Contract (rev 06/2023) Page 24
• Accounting System Report: Submit a report that recaps the source
documentation from your accounting system that lists grant expenditures
by program/funding source, object, date, payee name, description (if
available) and amount. These reports are variously called "Expanded
General Ledger," "Detail Trial Balance," and/or "Statement of Revenue
and Expenditures." You may refer to it by another name. The report
needs to provide enough detail so the reviewers can link each source
document to the accounting system report. The reviewers need to be able
to see how the amount requested on an invoice matches the backup
documentation.
• All Flexible Fund (CHG 6.3.3) expenses must be pre-approved.
• Voucher detail worksheets, if required by the grant,
• Spenddown sheet matching the voucher detail worksheet,
• Any HMIS reports required by the grant,
• Total reimbursement request for each funding source, and
• Signature from the Executive Director, CEO, and/or Board Member.
• Submitted by the Executive Director.
Payment will be considered timely within 30 days of receipt of invoice.
Professional Services Contract (rev 06/2023) Page 25