HomeMy WebLinkAboutProfessional Services Contract with Crossroads Housing - ContractSeptember 2, 2025
Special Terms and 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 date of execution 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
b. Certificate of Insurance (see Exhibit B Insurance Requirements)
c. Exhibit F Attestation
d. Program Organization Chart
e. Cost Distribution Plan (if applicable)
f. A list of all organizational master/global lease addresses, fund source, housing
type (Rapid Rehousing, Transitional Housing, Emergency Shelter), HMIS
number, move -in date
g. Policies & Procedures related to avoiding Duplicate Billing for programs that may
share clients or are dual enrolled in other programs
h. Deliverable from previous contract (#23-037 Amendment #4) is carried into this
contract: Up to 5 employees to become a HUD Certified Counselor
2. Consolidated Homeless Grant funding must be prioritized for preserving and maintaining
existing programs and service levels, as reported to Commerce in the SFY 2024 Annual
Expenditure Report.
Federal and State Benchmarks, Data Collection, and Evaluation:
The Department of Housing and Urban Development (HUD) and the Department of Commerce
may require additional reporting of programs and continuums of care directly or indirectly related
to the funding awarded such as, but not limited to, Coordinated Entry, Data Quality, Data
Timeliness, Housing Inventory Report, Annual Performance Report, Point in Time Count and
System Performance Measures. CONTRACTOR agrees to participate in these evaluation
efforts, meet individual benchmarks that contribute to the system and will fulfill the data
collection and reporting requirements specified at the time of the request. It will be the
obligation of the COUNTY representatives, CONTRACTOR and other contractors to provide
protections and assurances regarding the confidentiality of data, samples of work (in any media
format) and/or interview comments provided by participants. CONTRACTO.R also agrees to
provide the COUNTY with the results of any independent or self -directed evaluation or research
undertaken in respect to the funded program.
Contract Closeout:
CONTRACTOR shall adhere to any Commerce year-end fiscal deadlines. In the event of early
termination or non -renewal of a contract, final payment is contingent upon the CONTRACTOR'S
ability to provide the COUNTY with all invoices and work product including plans, narrative
reports, and data reports, to release the final payment for services within sixty (60) calendar
days of contract completion or termination. The COUNTY shall have no further obligation to pay
CONTRACTOR if any invoices or reports are past due for the sixty (60) day period following the
contract term end date. If funding has been awarded for the next grant term and there are
outstanding invoices or reports that are not completed to a satisfactory level by July 31, the
CONTRACTOR will start the new contract term in Probation Status.
Professional Services Contract (rev 07/2025) Page 2
Funding Source: Department of Commerce Consolidated Homeless Grant Contract Number:
26-46108-20, Local Document Recording Fees (2163)
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
Professional Services Contract (rev 07/2025) Page 3
COUNTY to withhold for any taxes other than income taxes (Le,, Medicare). All compensation
received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of
the calendar year in accordance with the applicable IRS regulations. It is the responsibility of
the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any,
and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's
performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY
against any demand to pay taxes arising from the CONTRACTOR'S failure to pay taxes on
compensation earned pursuant to this CONTRACT.
COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as
required by law. The CONTRACTOR must pay all other taxes, including, but not limited to,
Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or
personal property to which COUNTY does not hold title. COUNTY is exempt from Federal
Excise Tax.
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
Professional Services Contract (rev 07/2025) Page 4
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.
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.
Professional Services Contract (rev 07/2025) 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. 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.
Professional Services Contract (rev 07/2025) Page 6
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.
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.
Professional Services Contract (rev 07/2025) Page 7
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.
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
Professional Services Contract (rev 07/2025) Page 8
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."
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
Professional Services Contract (rev 07/2025) Page 9
enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been
mutually negotiated by the parties.
Participation by County — No Waiver. COUNTY reserves the right, but not the obligation, to
participate in the defense of any claim, damages, losses or expenses and such participation
shall not constitute a waiver of CONTRACTOR's indemnity obligations under this CONTRACT.
Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all
CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of
this CONTRACT.
Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the
extent allowed under this CONTRACT, CONTRACTOR's subcontractors shall indemnify
COUNTY on a basis equal to or exceeding CONTRACTOR's indemnity obligations to COUNTY.
Compliance with Applicable Laws, Rules and Regulations:
This CONTRACT shall be subject to all laws, rules, and regulations of the United States of
America, the State of Washington, political subdivisions of the State of Washington and Mason
County. CONTRACTOR also agrees to comply with applicable Federal, State, County or
municipal standards for licensing, certification and operation of facilities and programs, and
accreditation and licensing of individuals.
Administration 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: mcaseymasoncountywa.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: casevb >.masoncoUntVWa,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 07/2025) 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 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
Professional Services Contract (rev 07/2025) Page 11
of the commencement of the act, failure, or event giving rise to the claim, and before final
payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for
which the CONTRACTOR believes additional compensation or extension of time is due, the
nature of the cost involved, and insofar as possible, the amount of the potential
claim. CONTRACTOR shall keep full and complete daily records of the work performed,
labor and material used, and all costs and additional time claimed to be additional.
3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or
extension of time, unless within thirty (30) days of the accomplishment of the portion of the
work from which the claim arose, and before final payment by COUNTY, the
CONTRACTOR has given COUNTY a detailed written statement of each element of cost or
other compensation requested and of all elements of additional time required, and copies of
any supporting documents evidencing the amount or the extension of time claimed to be
due.
Arbitration:
Other than claims for injunctive relief brought by a party hereto (which may be brought either in
court or pursuant to this arbitration provision), and consistent with the provisions hereinabove,
any claim, dispute or controversy between the parties under, arising out of, or related to this
CONTRACT or otherwise, including issues of specific performance, shall be determined by
arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA)
rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator
selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or
any other group having similar credentials. Any issue about whether a claim is covered by this
CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law
and may award injunctive relief, equitable relief (including specific performance), or any other
remedy available from a judge, including expenses, costs and attorney fees to the prevailing
party and pre -award interest, but shall not have the power to award punitive damages. The
decision of the arbitrator shall be final and binding and an order confirming the award or
judgment upon the award may be entered in any court having jurisdiction. The parties agree
that the decision of the arbitrator shall be the sole and exclusive remedy between them
regarding any dispute presented or pled before the arbitrator. At the request of either party
made not later than forty-five (45) days after the arbitration demand, the parties agree to submit
the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided,
that either party may decline to mediate and proceed with arbitration.
Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought
within six (6) years after the initial occurrence giving rise to the claim, dispute or issue for which
arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or
issue was continuing in nature. Claims, disputes or issues arising more than six (6) years prior
to a written request or demand for arbitration issued under this Agreement are not subject to
arbitration.
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
Professional Services Contract (rev 07/2025) Page 12
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, 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 (Le., 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.
j. Operate programs within the approved budget and households served.
Project Intervention Types Funded
1. Emergency Shelter
a. Continuous Stay
b. Night -by -night
2. Rental Assistance
a. Rapid Re -housing
i. Tenant -Based subsidy prioritized
ii. Facility -Based (global leased properties) up to 20% of the total Rapid Re-
housing budget may be used to support project -based units
b. Eviction Prevention
3. Coordinated Entry, Care Coordination, Diversion Fund, and PIT Count
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.
Crossroads Housing operates continuous stay shelter programs for families experiencing
homelessness. This family driven program maintains four locations keeping 16 families off the
streets. The "main family shelter" located at 71 Sargison in Shelton, is a continuous stay shelter
that houses seven studio apartments and is utilized for larger literally homeless families as well
as three off site shelters. The off -site shelters are operated as scattered -site emergency shelter
in a group living style arrangement, with each family having a private bedroom and shared
kitchen, living room, and bathrooms. All shelter programs operated by Crossroads Housing are
focused on families with the highest vulnerability score, meaning each household must have a
child, be expecting a child, or have a letter of support from Child Protective Services stating the
child will be being returned. Families are referred from Coordinated Entry using a dynamic
prioritization method for emergency shelter occupancy.Family size is also considered because a
family of four cannot be placed in a one -bedroom group living shelter situation as it exceeds the
square footage per person rules for group living. The goal is to move households forward to
transitional housing, rapid re -housing, or permanent housing within 90 days. This is a goal not a
rule that is driven by the client's participation in case management efforts. The case
management team utilizes the progressive engagement approach to make a custom care plan
that recognizes each client's strength and needs assisting the client in overcoming barriers to
housing independence. Program admittance must go through Coordinated Entry.
Emergency Shelter Deliverables:
1. Meet the required performance outcome for Emergency Shelter: 50% Exits to
Permanent Housing.
Professional Services Contract (rev 07/2025) Page 15
2. Number of households expected to serve annually: 25-28 on -site, 18-36 off -site
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.
5. Adhere to best practices. "Emergency Shelters are typically designed and intended to
provide temporary shelter for short-term stays: up to three months. However,
households are not required to exit after 90 days" (CHG Guidelines page 10). Case
managers will work with households to reduce long lengths of stay (e.g., 9 months or
more), as this is the purpose of housing programs such as transitional housing, rapid re-
housing, permanent supportive housing, HUD vouchers, etc.
6. 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.
7. 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. Protocols for shelter stays beyond 90 days outlining the process to find
transitional (temporary) or permanent housing options. Prolonged shelter stays
does not follow trauma informed practices.
e. The project's intent and operations must differentiate the emergency shelter from
other types of temporary housing, namely transitional housing.
f. Enrollment criteria, length of stay, and exit criteria for hotel/motel stays.
g. Low barrier housing requirement.
Rapid Re -Housing (1.4.2,1)
Rapid Re -Housing (RRH) quickly moves households from homelessness into permanent
housing by providing:
• Housing Identification Services: Recruit landlords to provide housing for RRH
participants and assist households with securing housing.
• Financial Assistance: Provide assistance to cover move -in costs, deposits, and ongoing
rent and/or utility payments.
• Case Management and Services: Provide services and connections to community
resources that help households maintain housing stability.
• Rapid Rehousing projects must fill vacancies with referrals from coordinated entry,
serving the most vulnerable.
A project -based (facility -based) subsidy is attached to a specific unit, meaning the subsidy stays
with the property. A global leased property (aka master lease) is a lease agreement between a
private landlord and a non-profit agency and is considered project -based (facility -based) rental
assistance.
Project -based (facility -based) Rental Assistance Deliverables:
1. Meet the required performance outcome for Rapid Re -Housing: 80% Exits to Permanent
Housing.
Professional Services Contract (rev 07/2025) Page 16
2. Operate as a low -barrier project
3. Must fill vacancies through Coordinated Entry. The program must serve the most
vulnerable households. This will be verified through CE vulnerability scores.
4. Rapid Re -Housing Placement Report due by the 15' of each month.
5. Follow Project -based (facility -based) Rental Assistance and Global Lease Requirements
outlined in the Mason County CHG Supplemental Manual.
6. No more than 20% of the budget is allocated to project -based units.
7. A list of all organizational master/global lease addresses, fund source, housing type
(Rapid Rehousing, Transitional Housing, Emergency Shelter), HMIS number, and move -
in date.
8. Secure an MOU with the Bremerton Housing Authority and prioritize referrals to obtain
Section 8 Housing Vouchers before enrolling in the Rapid Re -Housing Program.
9. Policies and procedures that demonstrate the following:
a. Differentiate tenant -based from project -based (facility -based) rental assistance
programs, and what happens to tenants when they exit the program
b. Hotel/motel stays when no suitable shelter bed is available during the housing
search
A tenant -based subsidy is attached to the tenant, allowing them to choose their housing. The
subsidy stays with the tenant if they move.
Tenant -Based Rental Assistance Deliverables:
1. Meet the required performance outcome for Rapid Re -Housing: 80% Exits to Permanent
Housing.
2. Number of households expected to serve annually: 30-40
3. Must fill vacancies through Coordinated Entry. The program must serve the most
vulnerable households. This will be verified through CE vulnerability scores.
4. Rapid Re -Housing Placement Report due by the 15`h of each month.
5. Follow Tenant -Based Rapid Re -Housing Requirements outlined in the Mason County
CHG Supplemental Manual.
6. A list of all organizational master/global lease addresses, fund source, housing type
(Rapid Rehousing, Transitional Housing, Emergency Shelter), HMIS number, and move -
in date.
7. Secure an MOU with the Bremerton Housing Authority and prioritize referrals to obtain
Section 8 Housing Vouchers before enrolling in the Rapid Re -Housing Program
8. Policies and procedures that demonstrate the following:
a. Differentiate tenant -based from project -based (facility -based) rental assistance
programs, and what happens to tenants when they exit the program
b. Hotel/motel stays when no suitable shelter bed is available during the housing
search
Eviction Prevention (CHG 4.0 and RCW 43.185c.185)
Eviction Prevention helps households at risk of homelessness (HUD Category 2 & CHG 4.3.1)
maintain stable housing and avoid homelessness by addressing the underlying causes of
housing instability, such as financial hardship, disputes with landlords, or legal challenges.
CONTRACTOR will provide housing -focused case management and temporary rent subsidies.
Professional Services Contract (rev 07/2025) Page 17
Eviction Prevention Deliverables:
1. Meet the required performance outcome for Homelessness Prevention: Housing
retention after 6 months, and 95% of households exiting to permanent housing must not
re-enter a homeless -type HMIS project.
2. Number of households expected to serve annually: 90-120
3. Submit Eviction Prevention Log by the 15th of each month.
4. Follow Mason County's Prioritization Policy and Procedure and use the Targeted
Prevention Scoring Tool.
5. Follow the Homelessness Prevention Triage and HMIS Policy and Procedure.
6. At least 10% of the Eviction Prevention total award must be subgranted to By and For
Organizations.
7. Before any rental arrears payments are made, the household must be connected with
the Dispute Resolution Center to make exemplary efforts at conciliation, mediation, and
repayment plans.
8. A reduction in the number of unlawful detainers in the court system.
9. A reduction in the number of households that receive an eviction on their record.
10. A reduction in the number of people who become homeless.
11. CONTRACTOR must notify Mason County Public Health and Human Services when no
less than two months of rent remain in the budget and the protocol to close the program.
Coordinated Entry/Care Coordination/Diversion Fund and Point -in -Time Count
As a lead agency, Crossroads Housing will be responsible for following the Washington State
Coordinated Entry Guidelines and implementing the program by following the requirements and
policies and procedures detailed in the Mason County Homeless Response System CHG
Supplemental Manual.
Coordinated Entry/Care Coordination/Diversion and Point -in -Time Count Deliverables
1. Meet the CE Governance Body requirements and lead these efforts in the community.
2. Have policies and procedures that meet the criteria of the Washington State Coordinated
Entry Guidelines.
3. Lead the Point -in -Time Count homeless census as required.
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 18
EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, CONTRACTOR will maintain
insurance in conformance with the requirements set forth below. 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,
regulatory defense, and system restoration expenses related to the use and access of HMIS
and other client data.
Professional Services Contract (rev 07/2025) Page 19
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
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
Professional Services Contract (rev 07/2025) Page 20
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 21
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 22
EXHIBIT C
BUDGET
Emergency Shelter
Fund Source
FY26 Award
Administration
CHG Standard
$31,313
Facility Support
CHG Emergency Housing
$220,085
Total Emergency Shelter
$251,398
Rapid Re -Housing
Fund Source
FY26 Award
Administration
CHG Standard
$36,524
Operations
CHG DRF Backfill
$88,048
Rent
2163
$114,893
Facility Support
CHG Emergency Housing
$59,866
Total Off -site Rapid Re -Housing
$299,331
Eviction Prevention
Fund Source
FY26 Award
Administration
EP Admin
$62,613
Operations
EP Operations
$122,865
Operations — By & For
EP Operations
$55,498
Rent
EP Rent
$260,659
Total Eviction Prevention
$501,635
Coordinated Entry/Care
Coordination/Diversion
Fund Source
FY26 Award
Administration
CHG Standard
$5,219
Operations
CHG DRF Backfill
$26,864
Diversion Fund
CHG DRF Backfill
$5,500
Total CE/Care Coord/Diversion
$37,583
Total FY26 Award
$1,089,947
Professional Services Contract (rev 07/2025)
Page 23
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 15th 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
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
Professional Services Contract (rev 07/2025) Page 24
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 28th-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).
I. 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
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.
Professional Services Contract (rev 07/2025) Page 25
t. Submit monthly invoices electronically to Todd Parker (tparkermasoncountywa.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 26
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.
Monthly — by the 15th
of each month
• Eviction Prevention Log: Each organization operating an Eviction Prevention Program will
develop a tracking mechanism to provide essential program data that tracks contacts and
processing time to determine the demand and funding needs.
• Rapid Re -Housing Placement Report: Each organization operating a Rapid Re -Housing
Program will report placement to rental properties.
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.
• Street Outreach Data: Data collected from street outreach efforts, such as the number of
encampments and individuals encountered, service needs, and referrals to other sectors, are
essential to understanding community and client needs and designing a system that meets these
needs.
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 27
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 28
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 ail 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 ail 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 (signatur
Title .2(/L
—Zr
Agency (krdi `,f �'ii
Date 9'%s'��
Professional Services Contract (rev 07/2025) Page 29