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HomeMy WebLinkAboutProfessional Services Contract with Turning Pointe Survivor Advocacy Center - ContractMASON COUNTY PROFESSIONAL SERVICES CONTRACT CONTRACT # This CONTRACT Is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Turning Pointe Survivor Advocacy Center, hereinafter referred to as "CONTRACTOR." Contracted Entity Turning Pointe Survivor Advocacy Center Address 210 Pacific Court/PO Box 2014 City, State, Zi• Code Shelton, WA 98584 Phone 360-426-1216 Primary Contact: Name, Title Meg Quinlivan, Executive Director Primary Contact: E-mail mej turningpainte.orq Washington State UBI# 602012811 Federal EIN 91-2024833 Total Award/Contract Value $251,398 Contract Term July 1, 2025 — June 30, 2027 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 Terms and Conditions, General Terms and Conditions, Exhibits, and the following other documents incorporated by reference: Original RFP application, instructions, and disclosures, CONTRACTOR NAME BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON li.A.Arn PO V yl�f ` Ag noyName Sharon Trask, Chair Authorized Signature 1/✓ QP3AI thAilt, Print me & Title l D { I 41- 01- - S Date Date APPROVED AS TO FORM: Tlm Wb1 e ea Chief DPA Professional Services Contract (rev 07/2025) Page 1 General Terms and Conditions Scope of Service: CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as identified in "Exhibit A Scope of Service," 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 Service." 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. Amendments and Extension: This CONTRACT may be amended by mutual agreement of the parties. Such an 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: The CONTRACTOR shall furnish CONTRACTOR's services 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 regulations. It is the responsibility of Professional Services Contract (rev 07/2025) Page 3 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: Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in "Exhibit C Budget." Where Exhibit C requires payments by the COUNTY, payment shall be based upon written claims supported, unless otherwise provided in Exhibit C, by documentation of units of work 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. Budget: CONTRACTOR further agrees that funds provided under this CONTRACT will be expended as specifically itemized line by line in the Budget provided in Exhibit C, and that CONTRACTOR will follow the Budget Amendment Process for quarterly expense transfers within a budget category (i.e., operations, administration, facility support). Budget transfers will not be made unless approved by the COUNTY. Late requests will not be accepted. 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 Professional Services Contract (rev 07/2025) Page 4 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. 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 the CONTRACTOR performs the services and submits all reporting to a satisfactory level. The COUNTY may, in its sole discretion, withhold payments claimed by the CONTRACTOR for services rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition of this CONTRACT. No payments in advance or in anticipation of services or supplies to be provided under this CONTRACT shall be made by the COUNTY. No payment shall be made for any work performed by the CONTRACTOR, except for work identified and set forth in this CONTRACT. Unless otherwise provided for in this CONTRACT or any exhibits hereto, the CONTRACTOR will not be paid for any billings or invoices presented for costs incurred prior to the date of execution or after June 30, 2027. The CONTRACTOR is responsible for any audit exceptions or disallowable costs incurred by its own organization or that of its subcontractors. Duplicate Payment: A duplication of benefits (DOB) occurs when a person, household, business, government, or other entity receives financial assistance from multiple sources for the same purpose, and the total assistance received for that purpose is more than the total need for assistance. The COUNTY shall not pay CONTRACTOR if the CONTRACTOR has charged or will charge any other party under any other Grant, subgrant/subcontract, or agreement, for the same services or expenses. If it is determined that CONTRACTOR has received duplicate payment, the CONTRACTOR must pay back the COUNTY for these expenses. The contractor must have policies and procedures that differentiate funding and program FTE, enrollment criteria, program descriptions, caseloads, or similar methods. Fraud and Other Loss Reporting: CONTRACTOR 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. All cases reported to law enforcement must be tracked and follow the fraud guidance in the guidelines. 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 Professional Services Contract (rev 07/2025) Page 5 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. If subcontracting is approved, the CONTRACTOR is responsible to COUNTY should the subcontractor fail to comply with any applicable term or condition of this contract. CONTRACTOR shall audit and monitor the activities of the subcontractor during the contract term to assure fiscal conditions and performance metrics are met. COUNTY will be included on any audit or monitoring activities and reports. Conflict of Interest: If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the 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. Professional Services Contract (rev 07/2025) Page 6 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. Debarment Certification: The CONTRACTOR, by signature to this contract, certifies that the CONTRACTOR is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this contract by any Federal department or agency. Work Product: CONTRACTOR will provide COUNTY with all work product including; plans, data reports, prior to the release of the final payment for services. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought against COUNTY, to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and payments are conditioned upon the following: A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim. B. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for COUNTY the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to COUNTY. Confidentiality: CONTRACTOR, its employees, sub -contractors, and their employees shall maintain the confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT, except upon the prior written consent of COUNTY or an order entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on -site inspection by COUNTY agents or employees, inspection of all records Professional Services Contract (rev 07/2025) Page 7 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. Records Maintenance: CONTRACTOR agrees to keep records in an easily read form sufficient to account for all receipts and expenditures of contract funds. These records, as well as supporting documentation, will be archived by the CONTRACTOR'S office for at least six (6) years after the end of the contract. CONTRACTOR agrees to make such books, records, and supporting documentation available to the COUNTY for inspection when requested. Reporting and Other Contract Requirements: CONTRACTOR agrees to submit program and expense reports, as well as perform all other requirements outlined in "Exhibit A Scope of Service," on or before the dates indicated therein. The COUNTY reserves the right to aggregate, disaggregate, analyze, reproduce, and/or disseminate the data provided in program reports, financial activity reports, or any other reports submitted to the COUNTY with respect to the program. Change in Personnel: The success of the approved program is largely contingent on the approved staffing identified in the proposal application and/or related to the final award amount and related services. Should there be any material change in job description, level of authority, or employment status of program staffing (or projected staff start dates for new programs) during the term of the CONTRACT, the COUNTY requires that the CONTRACTOR notify the COUNTY in writing within 15 days of the change and includes a staffing plan to minimize any disruption in services. CONTRACTOR will provide updates if there are any changes to the staffing plan or hiring delays. Equipment Purchase, Maintenance, and Ownership: The CONTRACTOR agrees that any depreciable equipment purchased, in whole or part, with contract funds at a cost of $1,000 per item or more, is upon its purchase the property of the COUNTY and will be used only for the program funded. The CONTRACTOR agrees to establish and maintain transaction documents (purchase requisitions, packing slips, invoices, receipts) and maintenance records of equipment purchased with Contract funds. The CONTRACTOR shall be responsible for any loss or damage to property of the COUNTY that results from the negligence of the contractor or that results from the failure on the part of the contractor to maintain and administer that property in accordance with sound management practices. In the case of Early Termination, the CONTRACTOR agrees that all such equipment will be returned to the COUNTY unless otherwise agreed upon in writing by the CONTRACTOR and the COUNTY. Insurance Requirements: At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements detailed in "Exhibit B Insurance Requirements." Professional Services Contract (rev 07/2025) Page 8 Insurance as a Condition of Payment: Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of full compliance, payments not otherwise subject to withholding or set-off will be released to CONTRACTOR. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this CONTRACT. CONTRACTOR Commitments, Warranties and Representations: Any written commitment received from CONTRACTOR concerning this CONTRACT shall be binding upon CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph. Failure of CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages to COUNTY. A commitment includes, but is not limited to any representation made prior to execution of this CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. Defense and Indemnity Contract: Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses 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. Professional Services Contract (rev 07/2025) Page 9 Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of this CONTRACT. Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY. Compliance with Applicable Laws, Rules and Regulations: This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. Administration of Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County Public Health and 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: mcasev@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�masoncountywa.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. 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 Professional Services Contract (rev 07/2025) Page 10 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 Service and Exhibit C Budget. 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. Professional Services Contract (rev 07/2025) Page 11 3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by COUNTY, the CONTRACTOR has given COUNTY a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this CONTRACT or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre -award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior to a written request or demand for arbitration issued under this Agreement are not subject to arbitration. 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, Professional Services Contract (rev 07/2025) Page 12 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, and procedures B. Funding source agreement(s) including attachments C. Special Terms and Conditions D. General Terms and Conditions E. Exhibit A, Scope of Service F. Exhibit B, Insurance Requirements G. Exhibit C, Budget H. Consolidated Homeless Grant (CHG) Guidelines, CHG Supplemental Manual 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 07/2025) Page 13 EXHIBIT A SCOPE OF SERVICE A. Consolidated Homeless Grant funding must be prioritized for preserving and maintaining existing programs and service levels (i.e., households served), as reported to Commerce in the SFY 2024 Annual Expenditure Report. B. CONTRACTOR shall commit to operating a high -performing crisis response system in their county by: a. Assessing each household's housing needs and facilitating housing stability with the goal of obtaining or maintaining permanent housing. b. Employing a progressive engagement service model. c. Prioritizing households most likely to become homeless when using homelessness prevention rent assistance. d. Being anti -racist leaders in their crisis response systems and facilitating partnerships among organizations that respond to the disproportionality in services and outcomes for communities that may not seek assistance from mainstream organizations. C. CONTRACTOR shall submit the deliverables outlined in EXHIBIT D DELIVERABLE TABLE on time with truthful, accurate information. D. CONTRACTOR shall comply with all of the requirements, policies and procedures in the Consolidated Homeless Grant Guidelines, including the Washington State Coordinated Entry Guidelines. E. CONTRACTOR must adopt the required performance measures outlined in EXHIBIT E PERFORMANCE REQUIREMENTS. F. CONTRACTOR roles and responsibilities: a. Provide direct service delivery according to the descriptions in the homeless response system RFP, CHG Guidelines, CHG Supplemental Manual, and best practices for the programs being implemented. b. Identify individuals in need and work with other service providers to prioritize aid, ensuring those who need help most get it quickly. c. Assess eligibility and apply housing first principles, trauma -informed care, and harm reduction to help program participants achieve stability and positive housing outcomes. d. Involve people who have experienced homelessness in developing service delivery models and provide opportunities for their feedback. e. Ensure the Washington Homeless Management Information System (HMIS) operates in accordance with RCW 43.185C.180, the CHG Guidelines, and HUD data standards: • All projects are set up correctly in HMIS • All data is accurate, complete, and timely • Must adhere to the HMIS Data Quality Plan f. Respond to the disproportionality in access to services, service provision, and outcomes. g. Homelessness Prevention, Rapid Re -Housing, and Permanent Supportive Housing projects funded by CHG must participate in the county or regional Coordinated Entry Professional Services Contract (rev 07/2025) Page 14 (CE) System by accepting referrals and must fill openings solely through the CE process. h. Ensure that employees providing direct services, their supervisors, and employees managing homeless grants complete the required trainings (CHG 2.1.5) every three years. i. Use a progressive engagement service model. Operate programs within the approved budget and households served. Project Intervention Type Funded: Overnight Emergency Shelter Overnight Emergency Shelters: (CHG 1.4.1.1) Emergency Shelters address the immediate needs of vulnerable populations by offering short- term, temporary overnight shelter for people experiencing homelessness. They may operate through facility -based sites or use hotel/motel vouchers. The effectiveness of Emergency Shelters is measured by their capacity to be full, their racial equity, and the number of households that transition from shelters to stable housing outcomes. Turning Pointe is one of the largest Domestic Violence (DV) and Sexual Assault (SA) shelter and advocacy services organizations in Washington state, and the only DV/SA shelter in Mason County. Turning Pointe provides overnight shelter for female head -of -households and their children who are fleeing from DV/SA home environments. Turning Pointe provides hotel vouchers for male head -of -households and their children as well non -intimate partner DV survivors, to ensure we are supporting all DV/SA survivors. Turning Pointe's shelter and crisis line are open 24/7, 365 days/year. Non -sheltered (and sheltered) clients can partner with Advocates to develop a plan of wrap -around services that meets their specific needs, including housing referrals, job search support, rapid re -housing, medical resources identification, legal advocacy, food bank assistance, youth advocacy, parenting classes, regularly scheduled support groups and survivor -centric training programs, etc. Turning Pointe accepts all clients that meet the criteria of our state and federal grant funders, including WA state DSHS, Dept. of Commerce and OCVA. Turning Pointe does not discriminate against anyone regardless of their gender, military status, religious beliefs, criminal background, history of substance abuse, age, number of dependent children or current housing situation. Low Barrier Housing Requirement (CHG 2.1.2) No less than 80% of a county's CHG funded projects, including rent assistance and facility - based projects, must be low barrier. Turning Pointe Survivor Advocacy Center will operate seven (7) low barrier emergency shelter beds. Emergency Shelter Deliverables: 1. Meet the required performance outcome for Emergency Shelter: 50% Exits to Permanent Housing. 2. Number of households expected to serve annually: 130 3. Meet the Low Barrier Housing Requirement. 4. Operate a notification system for key community partners on bed availability, referral process, and provide adequate resources and assistance to individuals that are unable to stay when the shelter is at maximum occupancy capacity or when the shelter or part of the shelter is closed for any reason. Professional Services Contract (rev 07/2025) Page 15 5. Develop and implement a hazardous weather response plan with the ability to respond to community needs during periods of extremely hot or cold weather or severe poor air quality due to wildfire smoke. 6. Policies and Procedures that demonstrate the following: a. Check -in process that includes a reasonable check -in time and accounts for households that may be late or unable to make a predetermined time. b. The protocol when maximum capacity is reached and the procedures to assist households in finding other shelter options. c. Protocols for emergency situations when employees are present and, if different, during hours when employees are not present. d. The process for shelter stayer to exit each day and included length of time. e. Enrollment criteria, length of stay, and exit criteria for hotel/motel stays. f. Low barrier housing requirement. Agency Participation in the Homeless Crisis Response System and Coordinated Entry Projects operated by victim service providers are not required but may elect to participate in the county or regional CE process. Scope Change Request Sometimes, unforeseeable events prevent a program from being implemented as designed or are in jeopardy of meeting the project timeline. In that case, the subcontractor may request a change in the Scope of Service. Sometimes, there is "scope, budget, or mission creep," and this process assumes that the organization is making efforts to contain the scope of services within the approved budget. A written Scope Change must be submitted to the Mason County Public Health and Human Services contract administrator using the template provided in the CHG Supplemental Manual. The CONTRACTOR must ensure that all reasonable attempts to implement the program as designed have been made. The COUNTY must approve Scope Changes before the CONTRACTOR makes any changes. Professional Services Contract (rev 07/2025) Page 16 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, The Contractor shall procure and maintain the following insurance requirements set forth below, at its own expense, for the duration of this Agreement and any extensions thereof. CONTRACTOR will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, it will be amended to do so. CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to COUNTY. 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, property damage, and products/completed operations, 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. 4. Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. Coverage shall include acts, errors, or omissions arising from professional services, including housing placement, case management, compliance reporting, and administration of grant funds. 5. Cyber Liability Coverage. CONTRACTOR shall maintain cyber liability insurance with limits of not less than $1,000,000 per claim and $2,000,000 aggregate. Such coverage shall include privacy liability, network security, breach response, notification, credit monitoring, Professional Services Contract (rev 07/2025) Page 17 regulatory defense, and system restoration expenses related to the use and access of HMIS and other client data. 6. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf", with defense costs payable in addition to policy limits. There shall be no cross -liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to County for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of County following receipt of proof of insurance as required herein. B. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five (5) days of CONTRACT execution. C. Basic Stipulations: 1. CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. CONTRACTOR also agrees to require all contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR (hereinafter "indemnifying parties") to comply with these provisions. 2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 3. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to COUNTY, or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval, modification and additional requirements by COUNTY. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. 5. CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to COUNTY, consisting of: a) certificate(s) of insurance evidencing all 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 Professional Services Contract (rev 07/2025) Page 18 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 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. Professional Services Contract (rev 07/2025) Page 19 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 to 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 07/2025) Page 20 EXHIBIT C BUDGET Emergency Shelter Fund Source FY26 Award Administration CHG Standard $37,696 Facility Support CHG Emergency Housing $213,702 TOTAL Emergency Shelter $251,398 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. All COUNTY -provided templates must be used and not modified without the county's written permission. The county can change the reporting requirements by notifying the contractor. Payment will be considered timely within 30 days of receipt of invoice. Monthly Financial Invoice: Final, approved invoices are due by the 15°h of each month a. All invoices and reports, including HMIS, 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 for reimbursement of allowable costs; prepayment of expenses is not allowable. Submitting invoices promptly and error -free is essential for the fastest reimbursement turnaround possible. c. Budget Narrative: If the invoice has a significant increase or decrease in totals, include a budget narrative in the email submission to explain the change when the invoice is submitted. d. The CONTRACTOR may not manipulate, change, or adjust any template provided by the COUNTY without prior written permission from the COUNTY. e. Administration: Reimbursement requests cannot exceed the 1/12 monthly allotment. For example, if the Administration allocation is 15%, administration costs may not exceed 15% of the monthly reimbursement requests. The Department of Commerce prefers that all overheads be budgeted and expensed in the Administration Budget Category. Administration costs include, but are not limited to, Executive Director salary and benefits, organization memberships or subscriptions, software licensing, business license, general organizational insurance, conferences, organization -wide audits, board expenses, community event registration, fire inspections, and general agency facility costs (including those associated with the Executive Director) such as rent (building space that is not directly attributed to a program funded through this contract), depreciation expenses, and operations and maintenance. All amounts billed to administration must be allowable, supported by actual costs, not double -charged, and treated consistently in similar circumstances. f. All "pooled" costs are considered "Administration" unless the County approves an exception. g. Time -billing: Agencies must ensure that processes are in place to track employee time to the program they are working in and only bill hours to a program for time worked in Professional Services Contract (rev 07/2025) Page 21 each program. Program employees must use time -billing methods to track the time spent on tasks or projects directly related to the program. This helps reduce billing errors and ensures that every program is charged appropriately. h. Salary & Wages: The COUNTY will reimburse hourly rates and accrued/unused PTO in accordance with RCW 49.48.010, without incentives such as bonuses, except for grants that specifically allow it (e.g., the inflationary increase from FY24 and FY25). Payouts are distributed across all programs that fund the position. Salary and benefits are itemized separately. i. Cost Distribution Plan: It is preferable to bill all overhead as part of the 15% Administration allocation. However, a cost distribution plan is also allowable if the agency operates more than one program and/or multiple fund sources are used across programs. The plan must differentiate overhead/administration expenses that benefit the whole organization and are not directly attributed to a program from overhead directly tied to a program (e.g., marketing materials specific to the program or the CHG Forum/Convening that may benefit multiple programs funded by these funds). Program and operation expenses will be directly attributed to the Operations Budget Category (i.e., the agency would not have these costs if it didn't operate the program). Agencies will use a square foot calculation for office space directly related to the program to bill agency facility costs to program operations. However, the square footage not directly related to program office space will be billed to Administration. j. Conferences: Allowable Conference: The Department of Commerce is not hosting the annual CHG Forum this year. Homeless track sessions will be part of the Housing Washington Conference in Bellevue on September 28'-30th, 2025. k. Item Descriptions: To help ensure no duplication of expenses, include specific descriptions in the journal entry or the itemized expense list. Include the date range for utilities, rent, or other monthly recurring costs. Including the account numbers or building addresses is helpful when the organization has similar costs for different buildings (e.g., utilities and off -site shelters). Reimbursement in one fiscal year may not exceed the approved annual budget. Suppose annual budgeted funds are expended before the end of the first fiscal year. In that case, no additional reimbursements for that fiscal year will be approved, and programs/services are expected to continue. Any unspent funds will be rolled into the next fiscal year if the grant or budget category allows. Programs funded from the state fiscal budget, such as the Housing and Essential Needs program, do not have funds that carry over. m. The CONTRACTOR must retain all backup documentation, including policies and procedures for tracking employee time to grants and calculating holiday and overtime pay. n. Invoices must be easily read, with program expenses organized and labeled. Arrange the backup documentation in the order in which items appear on the invoice. o. Errors: If you make an error in any previous months or overpayments or underpayments, contact the COUNTY to determine the next steps. Monthly spend -down amounts may not be changed after an invoice has been submitted, approved, and paid. p. Allowable Expenses: The first step is to review the Scope of Service in the contract for approved project intervention types and the expenses directly associated with implementing the approved program. The next step is to review the CHG Guidelines. If any questions or clarification about allowable expenses remain, contact the COUNTY before making any purchases to avoid non -reimbursable situations. q. 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 Professional Services Contract (rev 07/2025) Page 22 per quarter. CHG Contracts will require Commerce approval and follow CHG Guidelines. No more than 10% of the program budget may be transferred, and no money may be transferred from the Rent Budget category. r. 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 for the county or sequential adjustments exceed(s) 10% of the award. s. De -obligation of Funds: Budget categories are monitored for over- or underspending. In some cases, a de -obligation of funds will be required for categories that are underspent or tracking to underspend by more than five percent. t. Submit monthly invoices electronically to Todd Parker (tparker@masoncountvwa.qov) using the correct naming convention. Each invoice must include: • The name of the agency, • Date submitted, • Dates of service the invoice represents ■ Contract number, • Invoice number • Version number when resubmitting invoice corrections • Name of funding source, ■ Total reimbursement request per funding source, • Salary or Time Worked and benefits are separated ■ Vacation (PTO), Holiday Pay, and Overtime are separated from Time Worked. ■ Total hours worked by employees for each program and ensure time -billing. • General Ledgers or backup documentation that includes expenses broken out by the budget category. These reports cannot include client names or identifying information. Use HMIS numbers in the description when any funds are paid on behalf of or, if allowed, directly to the household. The landlord's name is allowable when rental and/or utility assistance payments are made. ■ All Flexible Fund (CHG 6.3.3) expenses must be pre -approved. It is acceptable to have a list of expenses approved at the start of the contract. • Voucher detail worksheets, if required by the grant, • Spenddown sheet matching the voucher detail worksheet. The subcontractor may not overspend in a budget category. • Any HMIS reports required by the grant. • Signature Page: Signed by the Executive Director, CEO, and/or Board Chair approving that the expenses are accurate and allowable. • Submitted by the Executive Director. Professional Services Contract (rev 07/2025) Page 23 EXHIBIT D DELIVERABLE TABLE Date Due / Frequency Deliverable Name & Description No later than thirty (30) days of the date of execution Contract requirements identified under the Special Terms and Conditions section of the contract Monthly —complete, accurate, and approved by the 15th of each month An invoice and voucher detail worksheet, and, at a minimum, a general ledger generated by the organization's accounting system. The General Ledger must include transaction - level detail for all costs that have been paid and are being claimed for reimbursement. These documents are due to the COUNTY by the 15th of the month following the month in which services were provided. Quarterly: • 1st Qtr: Oct 10 • 2nd Qtr: Jan 10 • 3rd Qtr: April 10 • 4th Qtr: July 10 • HMIS Data Quality (HUD 225) Report: Review the report for the number of people and heads of household served and data quality, timeliness, and accuracy. • HMIS OUTS — Reports Exits to Permanent Housing: o Emergency Shelter = 50% o Rapid Re -Housing = 80% o Permanent Supportive Housing = 95% • Landlord Outreach: All programs with an "exit to permanent housing" target must conduct targeted landlord -specific outreach. Documentation will include the date and type of outreach. Any events will also include a sign -in sheet as supporting documentation. Landlord -specific outreach includes, but is not limited to, both active and passive means such as events, newsletters, in -person meetings, associations, and group meetings. CONTRACTOR is encouraged to partner with other providers to satisfy this requirement and maximize participant benefits. Include the COUNTY in all electronic landlord outreach efforts. • Training Log: Each agency must identify staff to attend and complete trainings. These staff should include staff that provide direct services, supervisors of direct service staff, and staff that manage homeless grants. • Narrative Report (Optional): Agencies can use this report to share successes or challenges/barriers encountered during the quarter. Annually • Local Homeless Housing Plan (CHG 2.1.4.1): According to RCW 43.185c, the homeless response system must submit a local homeless housing plan every five years. All agencies must actively participate in the plan's development, implementation, and annual plan updates and be accountable for the measures of success and program/system performance requirements adopted in the plan. Each agency will submit a Work Plan and provide annual plan updates. • Annual County Expenditure Report (CHG 2.1.4.2): All agencies that enter data into HMIS must coordinate with the COUNTY to submit a complete and accurate report of program funding information to the Department of Commerce. • Point -in -Time Count (2.1.4.3): All agencies must actively participate in the PIT Count to obtain a complete count of people experiencing homelessness in Mason County. Other Annual Assessment Monthly Report: Each agency receives a monthly report to track when annual assessments are due. Use this report to ensure that all annual assessments are completed on time. Professional Services Contract (rev 07/2025) Page 24 EXHIBIT E PERFORMANCE REQUIREMENTS A. Housing Outcomes: For each intervention type funded by the Consolidated Homeless Grant, grantees must adopt the required housing outcome performance measure outlined in the Consolidated Homeless Grant Guidelines, Appendix D, Table A. Grantees must improve housing outcomes by making progress towards the statewide performance target. a. Emergency Shelter: 50% Exits to Permanent Housing b. Rapid Re -Housing: 80% Exits to Permanent Housing c. Permanent Supportive Housing: 95% Exits to Permanent Housing d. Homelessness Prevention: Housing retention after 6 months, and 95% of households that exit to a permanent housing destination must not enter a homeless type HMIS project after exit. B. Equitable Outcomes: For each of the required housing outcome performance measures, outcomes across racial and ethnic demographics should not be significantly less than the overall rate. The "overall rate" refers to the rate of a particular intervention type's total exits to positive outcomes. This is inclusive of all ethnic or racial categories. C. Equitable Access: While not a formal performance measure that will be monitored, grantees are expected to use equitable access data to identify underserved populations, assess the impact of their access strategies and work to improve equitable access as needed. Grantees can access this data through the Washington Balance of State Equitable Access Dashboard which compares the race and ethnicity of households entering the homeless system (HMIS) to the race and ethnicity of the homeless and unstably housed populations (The Snapshot Report). Professional Services Contract (rev 07/2025) Page 25 EXHIBIT F ATTESTATION I do hereby certify that to the best of my knowledge, the following is true, accurate, and complete: All contractors, including by and for organizations, attest that all are bound to all contracts, including contracts between the Department of Commerce and Mason County Public Health and Human Services, and/or any subrecipients. I have reviewed all pass -through contract language, have received copies, and agree to be bound to these terms. I have read all guidelines specific to the fund source and policies set forth by the Department of Commerce and Mason County Public Health and Human Services, and agree to follow. Name (printed) Name (signature) Title Agency Date Professional Services Contract (rev 07/2025) Page 26