HomeMy WebLinkAboutProfessional Services Contract with Shelton Family Center dba The Youth Connection - ContractMASON COUNTY
PROFESSIONAL, SERVICES CONTRACT
CONTRACT #/ CJ-
This CONTRACT is made and entered into by and between Mason County, hereinafter referred
to as "COUNTY" and Shelton Family Center, hereinafter referred to as "CONTRACTOR."
Contracted Entity
Shelton Family Center dba The Youth Connection
Address
123 S 2nd Street/PO Box 2341
City, State, Zip Code
Shelton, WA 98584
Phone
360-462-0125
Primary. Contact; Name, Title
Susan Kirohoff, Executive Director
Primary Contact: E-mail
susan c ivouthconnectionwa.or
Washington State UBI#
604211635
Federal EIN
82-3875497
Total Award/Contract Value
$950,264
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 incorporatedby reference: Original RFP
application, instructions, and disclosures,
CONTRACTOR NAME
u1/4.&.,tr-‘ N
Print Name & Title � toia,t---
Date
r
BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
Sharon Trask, Chair
APPROVED AS TO FORM:
Tim Whitehead, Chief' D] A
Professional Services Contract (rev 07/2025)
Page 1
Special Terms and Conditions
CONTRACTOR agrees �th.e following: The award nffunds does not guarantee that the
CONTRACTOR will receive funding ` 1fspecial conditions are not met. The following documents
are neqU1naO1eOtsand O0Uetbereceived within 8Odays 0fthe date ofexecution for the
CONTRACTOR |fthe 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 toreceive funding:
8. Vendor Payment Form
b. Certificate oƒInsurance (see Exhibit BInsurance Requirements)
c. Exhibit FAttestation
d. Program Organization Chart
g. Cost Distribution P/oD (if applicable)
t A ||ot of all organizational master/global lease addresses, fund m0Uroe' housing
type (Rapid Rehousing, Transitional Housing, Emergency Gho|hah.HK8|8
number, move -in date
g. Policies & Procedures related to avoiding Duplicate Billing for programs that may
share clients o[are dual enrolled in other programs
b. Deliverable from previous contract (#23-O39Amendment #3)io carried into this
contract: Upto5employees tVbecome aHUD 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, bVtpot\[mited to. Coordinated Entry, Data Quality, Data
Timeliness, Housing Inventory Report, Annual Performance Report, Point in Time Count and
Gvat8FnPerformance Measures, C{}NTRACT(�Ragrees topa�icip8te|Othese evaluation
System
system and will fulfill the data
collection and reporting requirements specified 3tthe time ofthe request. |twill bethe
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 8VO10entoprovided bypa�h:|panta. (�ONTRACT{}Ralso agrees to
provide
` the COUNTY with the reSLIltS of any independent or self -directed evaluation or research
undertaken |Drespect tothe funded program.
Contract Closeout:
CONTRACTOR shall adhere to any Commerce year-end fiscal deadlines, |ntile event ofearly
termination Qrnon-renewal ofacontract, final payment iscontingent upon the CONTRACT[)R1j
abi|dnto provide the COUNTY vvith all invoices and work product iDC|Ud|PQ p|ans, narrative
reports, anddotnrepurts.tore|eaoe\hefiDa|paymentforee[NnesmdthiDe|>tV(0O)ca|eDdaF
days ufcontract completion ortermination, The COUNTY shall have Oofurther obligation t0pey
CONTRACTOR ifany invoices orreports are past due for the sixty /00\day period following the
contract term end date. |ffunding 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 tern0 in Probation Status.
Professional Services Contract (rev 07/20250 Page 2
Funding of Commerce Consolidated Homeless Grant Contract Number:
26-46108-20, Local Document Recording Fees (2163)
General Terms and Conditions
Scope ofService:
CONTRACTOR agrees hoprovide COUNTY the services and any materials 8Gset forth aG
identified in"Exhibit AScope of8erVioe."during the CONTRACT period. |nthe event that
CONTRACTOR expends the total award specified |O"Exhibit OBudget" befbFethe end ofthe
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.
Tonn;
Services provided by CONTRACTOR priortoVrafter the term of this CONTRACT shall be
performed aLthe expense ofCONTRACTOR and are not cOn1pensobkaunder this CONTRACT
unless both parties hereto agree to such provision hlwriting. The term of this CONTRACT may
be extended by mutual consent of the parties, provided, however, that the CONTRACT is in
writing and signed byboth 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
ofthe parties.
The duration of this CONTRACT may beextended by mutual written consent ofthe parties, for
a period ofVptOone year, and for a total ofOOlonger than three years.
Independent Contractor:
The CONTRACTOR shall furnish CONTRACTC)R'mservices 8s aDindependent contractor, and
nothing herein contained shall be construed tocreate arelationship Vf8OIp|VyeFe[Dp|Qyee.All
payments made hereunder and all services performed shall be made and performed pursuant to
this CONTRACT bythe CONTRACTOR aseVindependent 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/Ghe/Itmaintains a separate place ofbusiness, serves clients other than COUNTY, will
report all income and expense accrued under this CONTRACT tothe 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 nfthis paragraph.
Taxes:
CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or
State income taxes, Where required bvState VrFederal law, the CONTRACTOR authorizes
Professional Services Contract (rev 0712025) Page 3
COUNTY tOwithhold for any taxes other than income taxes U/a,Medca
received bvthe CONTRACT{}RV�Ubarepo�edtVthe Internal Revenue Service 8tthe end of
the calendar yearh1accordance with the applicable IRS regulations. |t|othe responsibility Of
the CONTRACTOR t0m8ketheneceaeorye8ti0etedtoxp8ynOuntethu}VghVutthe year, if any,
and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's
performance Vfthis CONTRACT. The CONTRACTOR hereby agrees bVindemnify COUNTY
against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on
compensation earned pursuant tVthis CONTRACT,
COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as
required 6ylaw. 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 towhich COUNTY does not hold title, COUNTY ioexempt frnmFederal
Excise Tax.
NoGuarantee ofEmployment:
The performance ofall orpart {fthis CONTRACT bythe CONTRACTOR shall not operate h}
vest any employment rights\whotsuexerandeho||OotbedeernodtOgUGrantee@Rye0pkmrnant
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 tothe CONTRACTOR for services rendered under this CONTRACT shall beooset
forth |n"Exhibit CBUdg8L" Where Exhibit Crequires payments bythe COUNTY, payment shall
b6based upon written claims supported, unless otherwise provided inExhibit C.by
documentation Vfunits ofwork 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, suostocomply with municipalouditing
requirements. Acceptable invoices will beprocessed within 8Udays 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 bythe CONTRACTOR |nthe performance ofthis CONTRACT. VVhe[8
required, COUNTY shall, upon receipt ofappropriate documentation, compensate the
C[)NTRACTOR. no more often than monthly, in accordance with COUNTY'e customary
proCedUnas, pursuant to the fee schedule set forth in EXhihitC.
Budget:
CONTRACTOR further agrees that funds provided under this CONTRACT will be expendedBe
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
o8bagoFy U.e., operatiune, adm|n|atraUoD, facility support). Budget transfers will not be made
UO|osoapproved bythe COUNTY. Late requests will not beaccepted,
Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation Linder this CONTRACT
within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold
from amounts otherwise due and payabletoCONTRACTOR, without penalty, until such failure
toperform is Cured orotherwise adjudicated. Withholding under this clause shall not Ue
deemed 8 breach aDt|t|iDQ CONTRACTOR CTDR to termination or damages, provided that COUNTY
Professional Services Contract (rev 07/2025) Page
promptly gives notice in writing to the CONTRACTOR of the nature of the default or failure to
perform, and inDo case more than ten M days after itdetermines tpwithhold amounts
otherwise due. Adetermination nfthe Administrative Officer set forth |nanotice tothe
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 [oany other remedy under the
CONTRACT, totake all orany nfthe following actions: (1)cure any failure ordefault, /2>tUpay
any amount sorequired tobgpaid and tncharge the same tothe account Ofthe
CONTRACTOR, (3)toset off any amount 8o paid orincurred from amounts due oFtVbecome
due the CONTRACTOR. |Othe event the CONTRACTOR obtains relief upon 8Claim Linder 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 ofservices provided and receipt ofproperly completed
invoices, which shall be submitted to the COUNTY representative not more often than monthly,
Exceptions tVthe singlebUUOgpe[nooDth(orqVarter|Y)c8nbamadebytheCDUNTYona
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 toa satisfactory level, The
COUNTY may, in its sole discretion, withhold payments claimed by the CONTRACTOR for
services rendered if the CONTRACTOR falls 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 Linder this CONTRACT shall bemade bythe COUNTY, Nopayment 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 orany 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 |smore then 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, orsimilar methods.
Fraud and Other Loss :
CONTRACTOR shall report |Owriting all known orsuspected fraud Vrother loss of any funds or
other property furnished under this CONTRACT immediately Oroesoon gspracticable, All
cases reported to law enforcement must be tracked and follow the fraud guidance in the
guidelines.
Professional Services Contract (rev 07/2025) Page
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 30.12.040, 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 team 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 disolosure 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, attorneysfees and costs resulting from CONTRACTOR's breach of this provision.
Professional Services Contract (rev 07/2025) Page 7
Right to Review:
This CONTRACT issubject to review by any Federal, State o[COUNTY auditor. COUNTY or
its designee shall have the right 1oreview and monitor the financial and service components uf
this program by whatever means are deemed expedient by the Administrative Officer or by
COUNTY'sAuditor's Office, Such review may occur with Vrwithout 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 hyservice recipients under this CONTRACT.
CONTRACTOR shall preserve and maintain all financial records and R*oondm relating tuthe
performance of work under this CONTRACT for six (6) years after CONTRACT termination, and
oh8U make them available for such review, within K8e80O County, State ofWashington, upon
request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any
inspections, audits, p[program review b individual, agency, o[governmental unit whose
purpose iatoreview the services provided within the terms ofthis CONTRACT. |fOoadvance
notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative
Officer aasoon aGitkspractical.
Records Maintenance:
CONTRACTOR agrees tokeep records |naneasily 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 ofthe contract. CONTRACTOR agrees to make such books, records, and supporting
documentation available tothe COUNTY for inspection when requested,
RamorUOgand Other Contract Requirements*
CONTRACTOR 'agrees tosubmit program and expense reports, aowell oaperform 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 date provided |Mprogram reports, financial activity reports, urany other reports
Submitted tothe COUNTY with respect tothe program.
Change |nPersonnel:
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 16 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
osnaya.
Equipment Purchase, Maintenance, and Ownership:
The CONTRACTOR agrees that any depreciable equipment purchased, |Dwhole orpart, with
contract funds atmcost 0f$i,00Oper item ormore, isupon its purchase the property ofthe
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 nfequipment purchased with Contract funds, The CONTRACTOR
shall be responsible for any loss or damage to property of the COUNTY that results from the
negligence ofthe contractor orthat results from the failure onthe part 0fthe 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
PK)feS8iOD8l Services Contract (rev 07/2O25\ Page
tothe 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 iO"Exhibit B Insurance Requirements,"
Insurance aanCondition ofPayment:
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 tVCONTRACTOR.
Industrial Insurance Waiver:
With respect to the performanceofthis CONTRACT and 8stoclaims 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 toany claim brought bvu[uDbehalf ufany employee OfCONTRACTOR. This waiver |8
mutually negotiated by the parties to this CONTRACT.
CONTRACTOR Commitments, Warranties andRepresentations:
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 ofCONTRACTOR tnfulfill such acommitment shall render
CONTRACTOR liable for damages toCOUNTY, Acommitment includes, but iSnot limited to,
any representationr0gdnpriortooxacutionofthiuCONTRACT,vvhetberUrnot|Acorporated
elsewhere herein by reference, as to performance of services or equipment, prices or options
for future acquisition toremain ineffect for a fixed period, V[warranties,
Defense and Indemnity Contract:
Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR
agrees t0Indemnify, defend and hold COUNTY and its departments, elected and appointed
officials, employees, agents and volunteers, harmless from and against any and all claims,
damages, |Oomes and expenses, including but not limited to court costs, a[Lorney'sfees and
alternative dispute resolution costs, for any personal injury, fVr3Dyhodik/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 pert byany act oro[niss|oD. negligent or
otherwise, nfthe CONTRACTOR, its employees, agents o[volunteers VrCONTRACTOR'o
subcontractors and their employees, agents o[volunteers; or2iare 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 0[expense iScaused bvthe sole negligence 0f
COUNTY. This indemnification obligation ofthe CONTRACTOR shall not belimited iRany 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 bysuch acts. The foregoing
indemnification obligations ofthe CONTRACTOR are amaterial inducement hJCOUNTY t0
enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been
mutually negotiated bythe parties.
Professional Services Contract (rev Page 9
Participation byCounty —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 CONTRACTR'sIndemnity Obligations. CONTRACTORagrees all
CONTRACTOR's indemnity obligations shall survive the completion, expiration or termination of
this CONTRACT.
Indemnity hySubcontractors. In the event the CONTRACTOR enters into subcontracts tothe
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 Lovxs/ Flu|na and Regulations:
This CONTRACT shall be subject to all laws, rules, and regulations of the United States of
America, the State ofWashington, political subdivisions ofthe State ofWashington and [N8sVn
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 Uogns|nQ 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 ofthis CONTRACT, including {){}UNTY'mright toreceive and act on all reports and
documents, and any auditing performed by the COUNTY related to this CONTRACT.
The Administrative Officer for purposes ofthis CONTRACT is:
Melissa Casey, Community Health Manager
Mason County Public Health @ Human Services
415 N. Oth Street
Phone: 36U-427-9O7OExt. 404
FaX:8O0-4Z7-7787
E'0ai|:n0ca$ev(a)OD
Financial Contact:
Casey Bingham, Finance Manager
Mason County Public Health 8Human Services
415N. 0b Street
Phone: 3OO`427'8G70Ext. 582
F8X:36O-427-7787
E-rDBU:O8seybA[nas0DVoVDtvm*].00V
Notice:
Except as set forth elsewhere inthe CONTRACT, for all purposesUnder this CONTRACT
except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative
Officer under this CONTRACT, Notices and other uorD0UnioetiOD 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 bindingupon either party, shall beinwriting and signed bvboth ofthe parties.
Professional Services Contract /r3VO7/2O25\ Page 10
Termination for Default:
If CONTRACTOR defaults bvfailing toperform any ofthe obligations ofthe CONTRACT o[
becomes insolvent orimdeclared bankrupt orcommits any act of bankruptcy insolvency or
makes an assignment for the benefit of V[editV[a. COUNTY may, by depositing written notice to
CONTRACTOR in the U.S, mail, terminate the C(]NTRACT, and atODUNTY's 0otioD, obtain
performance ofthe work elsewhere. |fthe CONTRACT isterminated for default,
CONTRACTOR shall not be entitled to receive any further payments under the CONTRACT
UotUall work called for has been fully performed. Any extra cost ordamage tVCOUNTY
resulting from such d8faW|th;\shall bededucted from any money due or coming due tV
CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred byCOUNTY iD
completing the work, hlo|ud|n8 all increased costs for completing the work, and all damage
sustained, u[which may besustained byCOUNTY bvreason ofsuch default.
If anotice oftermination for default has been issued and ith;later determined for any reason
that CONTRACTOR was not indefault, the rightsoDdob|igaUonsofth8uartkeash8|hathe
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 |nwhole or|Dpart whenever COUNTY determines, |O
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
topayment for actual work performed |ncompliance with Exhibit /\ Scope ofService 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 ofanticipated 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 VfCONTRACT
by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT inwhole oriDpart should COUNTY determine, inits
sole discretion, that such termination is necessary due to a decrease in available projectfVqd|Dg
including State and/or Federal grants. Whenever the CONTRACT Is termInated In accordance
with this paragraph, the CONTRACTOR shall boentitled topayment for actual work performed
|ncompliance with Exhibit AScope ofService and Exhibit [|Budget,
Disputes:
1. Differences between the CONTRACTOR and COUNTY, arising under and bvvirtue 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 iOthe 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 baentitled tOadditional 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 owritten Notice ofPotential Claim within ten (1[) dnva
of the commencement of the act, failure, or event giving rise to the claim, and before final
payment bCOUNTY. The written Notice ofPotential 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
Professional Services Contract (rev 0712025) Page 11
ola|i -n^ CONTRACTOR shall keep full and complete daily records ofthe work
labor and material used, and all costs and additional time claimed to be additional,
3. The C{)NTRA{}T(]Rmh8Unot beeDt|UedtoCld|ngnyoU�AGdd|tiVn�|:V0p�O�GtiOn.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 byCOUNTY, the
| CONTRACTOR has given COUNTY a detailed written statement of each element of cost or
other compensation requested and Ofall elements ofadditional time required, and copies Of
| any supporting documents evidencing the amount o[the extension Vftime claimed tobe
dua.
Arbitration:
Other than claims for injunctive relief brought byparty hereto (which may be brought either in
Anycourt 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.
arbitration proceeding commenced to enforce or interpret CON
TRACT shall bebrought
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 [nnature, Claims, disputes Vrissues erisiDgmore than six (0)years prior
tVewritten request o[demand for arbitration issued under this Agreement are not subject tu
arbitration.
Venue and Choice mfLaw:
|Othe event that any litigation should arise concerning the construction orinterpretation of any
of the terms of this CONTRACT, the venue of such action of litigation shall be in the courts of
the State nfWashington and Mason County. Unless otherwise specified herein, this
CONTRACT shall be governed by the laws of Mason County and the State of Washington.
SmmenobOitv:
|fany term o[condition of this CONTRACT orthe application thereof to any person(s)oF
circumstances isheld 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.
Professional Services Contract (rev 07/2O2G\ Page 12
Waiver:
Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior
ursubsequent breach, N0term o[condition ofthis CONTRACT shall beheld tnbewaived,
modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure
ofCOUNTY toinsist upon strict performance Vfany ofthe covenants ofthis CONTRACT, oFto
exercise any option herein conferred in any one or more instances, shall not be construed tnbe
a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall
be and remain 1nfull force and effect,
Order ofPrecedence:
A. Applicable federal, state, and county statutes, regulations, policies, and procedures
B. Funding source GgreerneDt(m)including attachments
C. Special Terms and Conditions
D. General Terms and Conditions
E. Exhibit A, Scope ofService
F. EXhib|tB, Insurance Requirements
G. Exhibit C.Budget
M. Consolidated Homeless Grant (CMQ) Guidelines, CH(3Supplemental yWaOVa|
Entire Contract:
This written CONTRACT, of the writings signed orotherwise 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 (revO7/2025) Page13
EXHIBIT A
SCOPE QFSERVICE
A. Consolidated Homeless Grant funding Must be prioritizedfor preserving and maintaining
existing programs and service levels (l.e,, households served), as reported to Commerce in
the GFY2O24Annual Expenditure Report,
B. CONTRACTOR shall commit to operating a high -performing crisis response system in their
county bv�
8.- Assessing each hOuaeho|d'a housing needs and facilitating housing stability with the
goal of obtaining or maintaining permanent hnUa|DD.
b. Employing eprogressive eOQ8g808ntoerVioe0ode|.
o. Prioritizing households most likely to become homeless when using homelessness
prevention rent assistance.
d. Being anti -racist leaders iDtheir crisis response systems and facilitating partnerships
among organizations that respond to the disproportion allty in services and outcomes
for communities that may not seek assistance fro0mainstream organizations.
C. CONTRACTOR shall Submit the deliverables outlined in EXHIBIT O DELIVERABLE 'FABLE
on time with truthful, accurate information.
D. CONTRACTOR shall comply with all ofthe 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:
aProvide 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, traUrna-inform0d care, and harm
reduction to help program participants achieve stability and positive housing
outcomes.
d. Involve people who have experienced homelessness indeveloping nan/icedeU
models and provide opportunities for their feedback.
e. Ensure the Washington Homeless Management Information System (HM|S)
operates |Oaccordance with RCVV43.185C.18O.the {}HGGuidelines, and HUD data
atgUd8ndo:
m All projects are set up cQ[[aot|y in HW1|S
* All data is accurate, oo0p|e{e, and timely
w Must adhere tuthe HK0|Q 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 CH(9 must participate in the county or regional Coordinated Entry
Professional Services Contract (rev 07/2026) 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, scattered -site
2. Rental Assistance
a. Tenant -based Rapid Re -Housing
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,
Shelton Family Center operates continuous stay shelter programs for transitional -aged youth
experiencing homelessness. The off -site shelters are operated as group living style homes, with
each family having a private bedroom and shared kitchen, living room, and bathrooms. 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 team utilizes 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.
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: 20 - 24
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,
Professional Services Contract (rev 07/2025) Page 15
7. Policies and Procedures that demonstrate the following:
* Check -in process that includes areasonable check -in time and accounts for
households that may 6elate oFunable tomake epredetermined time.
w The protocol when maximum capacity is reached and the procedures to assist
households 1nfinding other shelter options.
° Protocols for emergency situations when employees are present and, |fdifferent,
during hours when employees are not present.
w Protocols for shelter stays beyond QOdays outlining the process tofind
transitional (tempOr8[y)orpermanent housing options, Prolonged shelter stays
does not follow trauma informed practices.
° .
v Theproject's intent and operations must differentiate the emergency shelter from
other types Uftemporary housing, namely transitional housing.
^ Enrollment criteria, length of stay, and exit criteria for hotel/motel stays.
^ Low barrier housing requirement.
Eviction Prevention (�4~Oand RCVV43.186o1B5)
EvcbmlPreV8nt�nhelps households 8drisk Vfhomelessness (HUD Category 2&[}HG4.3.1)
maintain stable housing and avoid homelessness by addressing the underlying causes of
housing 1nstobi|Ux.such as financial hardship, disputes with landlords, orlegal challenges.
(�[}NTRA(�TOR'will provide hoV8iOg'foouaadcase management and temporary rent subsidies,
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 ehomeless-type HK8|8project.
2. Number ofhouseholds expected tuserve annually: 20-30
3. Submit Eviction Prevention Log bythe 15 m Ofeach month.
4. Follow Mason ()OUnt `oP[iohtizat|nnPoUcyandPn]cedVraoOdUaetheTargeted
Prevention Scoring Tool.
5. Follow the Homelessness Prevention Triage and HK8|8Policy and Procedure.
O. At least 10% of the Eviction Prevention total award in ust 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. Areduction iOthe number ofunlawful detainers |nthe court system,
Q. A reduction in the number of households that receive an eviction on their record,
1O./\reduction iOthe number ofpeople who become homeless.
11. CONTRACTOR must notify Mason County Public Health and Human.Services when no
less than two months ofrent remain |nthe budget and the protocol toclose the program,
Rapid Re -Housing (1/4.2.1)
Rapid Re -Housing lRH)quiCkly moves households frornhomelessness into permanent
housing bvproviding:
w Housing Identification Services: Recruit landlords toprovide housing for RRH
participants and assist households with Securing housing.
* Financial Assistance: Provide assistance to cover move -in costa and deposits as well as
ongoing rent and/or utility payments.
Professional Services Contract (rev 07/2025) Page 16
^ Case Management and Services: Provide services and connections tVCommunity
resources that help households maintain housing stability.
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 ufhouseholds expected toserve annually: 12
3, Must fill vacancies through Coordinated Entry. The program must serve the most
vulnerable households, This will beverified through [|Evulnerability scores,
4. Rapid Re -Housing Placement Report due bvthe 15mofeach month.
5. Follow Tenant -Based Rapid Re -Housing Requirements outlined In the Mason County
CHG8Upp|ennenta|Manual.
8. A||Gt ofall organizational master/global lease addresses, fund source, housing type
(Rapid Rehousing, Transitional Housing, EOngFgencyShe|teh, HPW|G OVn)beF, and move -
in date,
7. Secure an MOU with the Bremerton Housing Authority and prioritize referrals to obtain
Section 8Housing Vouchers before enrolling |nthe 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 totenants when they exit the program
b. Hotel/motel stays when no suitable shelter bed is available during the housing
search
o, Meets the low -barrier project requirements
Coordinated Entry/Care Coordinat}on/Divers1on Fund and Point -in -Time Count
As a lead agency, The Youth Connection will be responsible for following the Washington State
Coordinated Entry BU|do||nee and 1Onp|e[OeDUAg the program byfollowing the requirements and
policies d procedures detailed iDthe Mason County Homeless Response System CHG
Supplemental Manual,
CoordinatedEntry/Care Coo ndblaton/D|venoYonand Polnt4D-Thne Count Deliverables
1. Meet the CEGovernance Body requirements and lead these efforts iO the
2. Have policies and procedures that meet the criteria nfthe Washington State Coordinated
Entry Guidelines.
3. Lead the Point-iD-TlboeCount homeless census aerequired for the populations 0en/ad..
Scope Change Request
Sometimes, unforeseeable events prevent gprogram frVmbeing implemented u8designed oF
are injeopardy ofmeeting the project t|meUno.|nthatGaue,fh8ouboont[8ot0rmayreqVe8tg
change in the Scope of Service. Sometimes, there is "scope, budget, or mission creep," and this
process assumes that the organization 1emaking efforts to contain the scope ofservices within
the approved budget, Awritten Scope Change must be submitted tothe 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 8edesigned hovgbeeD[Oade.TheC{]UNTY0Votopp[VVgScOpe
Changes before the CONTRACTOR makes any changes.
Professional Services Contract (rev U7/2025\ Page 17
EXHIBIT
INSURANCE REQUIREMENTS
Prior tothe beginning ofand throughout the duration of the Work, The Contractor shall procure
and maintain the following insurance requirements set forth be|0w, at its ovYD eXpeDae, 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 |0am, will be available to COUNTY.
A. MINIMUM Insurance Requirements:
1. Commercial General Liability |OnUngnce using Insurance Services office "Commercial
General Liability" policy form CGUOU1.with 8Oedition date prior tO20U4 orthe exact
equivalent, Coverage for an additional insured shall not be limited to its vicarious liability.
Defense costs Must bapaid |naddition tOlimits. Limits shall b8D0less than G1.UO0.00Oper
occurrence for all covered losses and nnless than $2.0OO.00Ogeneral aggregate, for bodily
|O'U[y, personal injury, property damage, and prod Ucto/CU0p|8tedoperations, including
without limitation, blanket contractual liability.
2. Workers' Compensation on a state -approved policy form providing Statutory benefits as
required bvlaw with employer's liability limits forOONTRACT{}R's, no less than $1.000.000
per accident for all covered losses,
3. Business Auto Coverage onISO Business Auto Coverage form C/\UO 61 including owned,
non -owned and hired autos, orthe exact equivalent, Limits shall bgnoless than $1.O0O.00O
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
0Dthis project, CONTR/\[|TDRsba||obtaiVevideDoeofpersoOa|aUio||abUitvcVve[agof0[
each such person.
4. Professional liability (errors & omissions) insurance, Consultant shall maintain professional
liability insurance that covers the Services tobeperformed iDconnection withthis
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 nf
this agreement and Consultant agrees to maintain continuous coverage through a period no
less than three years after completion ofthe services required bythis agreement. Coverage
shall include acts, errors, or omissions arising from professional services, including housing
placement, 0ag8 [n8Dage0eDt, coOop|[8Dc8 reporting, and administration ofgrant funds,
5. CvberLiability Coverage. CONTRACTOR shall maintain cybe[liability insurance with limits
ofnot less than $1.OU0.00Oper claim and $2.00U.OU0aggregate, Such coverage shall
include privacy liability, network security, breach P8sponm8. notification, credit monitoring, '
Professional Services Contract (rev 07/2025\ Page 18
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 VVork. 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 19
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
|naVrod, in this or in any other regard,
G. it is acknowledged by the parties of this CONTRACT that all insurance coverage required to
be provided by CONTRACTOR or indemnifying padx, is intended to apply first and OO a
primary non-contributing basis iDrelation toany other insurance Vrself-insurance available
to COUNTY.
7. CONTRACTOR agrees not to self -insure or to use any self -insured retentions on any portion
Ofthe insurance required herein and further agrees that itwill not allow any indemnifying
party to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage
|OdUdeo 8 Qe|f-iO8Unad retention, the self -insured retention nOUmt badeclared tVthe
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 aelong goCOUNTY, orits
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 ofthis obligation is[miefectiveuOb|OOUNTY
executes mvvritteD statement tothat effect,
9. The limits ofinsurance 8sdescribed above shall be considered oominimum 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 anoutlined above, those higher limits and broader coverage shall bedeemed to apply
for the benefit of any person or organization included as an additional insured and those
limits shall become the required nn|M|0Qrnlimits ofinsurance |Aall Paragraphs and Sections
ofthis CONTRACT,
10. None of the policies required herein shall be in compliance with these requirementsif they
include any limiting endorsement that has not been first submitted toCOUNTY and
approved of in writing.
11.The requirements k\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 bgbvinsurers authorized tVdobusiness iDWashington and with a
Professional Services Contract (rev 07/2025) Page 20
13.All insurance coverage and limits provided bvCONTRACTOR and available o[applicable to
this agreement are intended to apply tothe full extent of the pnUcies. Nothing contained in
this CONTRACT limits the application 0fsuch insurance coverage,
14. CONTRACTORagrees to require insurers, toprovide notice tVCOUNTY thirty (30)dayo
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 rightotaDytimx*dui the term ofthe CONTRACT tochange the
amounts and types ofinsurance required bygiving the CONTRACTOR ninety 0O\days
advance written notice of such change, If such change results in substantial additional cost
tothe CONTRACTOR, the COUNTY and CONTRACTOR may renegotiate
CONTRACTC]R'000mpeDsgtion.
16.Requirements of specific coverage features are not Intended aalimitation oOother
requirements or as waiver ofany coverage normally provided byany given policy. Specific
reference to a coverage feature is for purposes of clarification only as it pertains to a given
issue and /6not intended Uyany party orinsured tobenU-indug|ve.
17. CONTRACTOR agrees to provide imm8diate'notice toCOUNTY of any claim brloss 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 ofany such claim o[claims lfthey are likely toinvolve COUNTY.
Professional Services Contract (rev 07/2025) Page 21
EXHIBIT C
BUDGET
Off -site Emergency Shelter
Fund Source
FY26 Award
Administration
CHG Standard
$33,600
Facility Support
CHG Emergency Housing
$279,750
Total Off -site Emergency Shelter
$31 ,360
Rapid Re -Housing
Fund Source
FY26 Award
Administration
CHG Standard
$41,430
Operations
CHG DRF Backfill
$123,270
Rent
2163
$134,631
Total Rapid Re -Housing
$299,331
Eviction Prevention
Fund Source
FY26 Award
Administration
EP Acimin
$33,200
Rent
EP Rent
$78,406
Operations
EP Operations
$188,394
Total Eviction Prevention
$300,000
Coordinated Entry/Care
Coordination/Diversion
Fund Source
FY26 Award
Operations
CHG DRF Backfill
$31,083
Diversion Fund
CHG DRF Backfill
$6,500
Total CE/Care Coord/Diversion
$37,683
Total FY26 Award
$960,264
Payment:
In the event State, Federal, or local funding changes, the COUNTY reserves the right to amend
the payment terms and the amount awarded in this contract, Approved invoices will be
Professional Services Contract (rev 07/2025)
Page 22
disbursed according to the vendor payment schedule of the County Auditor's Office. Refer to the
Billing Procedures and Payment clause of this contract for additional information,
AUCC>U templates must b6used and not modified without the couOh/s written
permission. The county can change the reporting requirements by notifying the contractor,
Payment will boconsidered timely within DOdays ofreceipt ofinvoice,
Monthly Financial Invoice: Fi""/, approved /nvoices are d"° by the 75^ pra°"^
=anth
a. All invoices and reports, including HyW|G, must beaccurate, complete, and received to a
satisfactory level before invoices are approved and processed for reimbursement.
b. The CONTRACTOR will submit a monthly financial invoice to the COUNTY nolater than
the 15th of each month for reimbursement of allowable costs; prepayment of expenses
is not allowable, Submitting invoices promptly and error -free is essential for the fastest
reimbursement turnaround possible,
c. Budget Narrative: |fthe invoice has a significant increase ordecrease |Dtotals, include
abudget narrative [nthe email submission t$explain the change when the invoice is
submitted.
d. The CONTRACTOR may not manipulate, change, oradjust 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, ifthe Administration allocation is 1596, administration costs may riot
exceed 1O96ofthe monthly reimbursement requests, The Department OfCommerce
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, orQaDbc@t|QD memberships orsubscriptions, software licensing, business
license, general organizational insurance, conferences, organ lzatio n-wid e audit$, 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 o program funded through this ountnaoU,
depreciation expenses, and operations and maintenance, All amounts billed tV
administration must be allowable, supported byactual costs, not doUb|e~Ch8rged.and
treated consistently in similar circumstances,
f. All "pooled" costs are considered "Administration" unless the County approves an
exception.
g. Ti[ne~bUURg:Agencies must ensure that processes are iDplace t0track 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 method to track thtime
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 acQrued/UOUsedPTO iO
accordance with RCVV4Q.4O.O10.without incentives such asbonuses, except for grants
that specifically allow it (e.g., the inflationary increase from FY24 and FY25). Payouts
are distributed anFoao all programs that fund the position. Salary and benefits are
itemized separately.
I. Cost DistributionPiaO: It|gpreferable tobill all overhead as part ofthe 1596
Administration allocation. However, acost distribution plan is also a||oVx8b|e if the
agency operates more than one program and/ormultiple 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 diM3Cf|y
Professional Services Contract (rev O7/2025) Page 23
k.
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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.
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.
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.
The CONTRACTOR must retain all backup documentation, including policies and
procedures for tracking employee time to grants and calculating holiday and overtime
pay,
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.
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.
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.
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.
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.
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.
Submit monthly invoices electronically to Todd Parker (tparker c(" ,masoncountywa.gov)
using the correct naming convention. Each invoice must include:
w The name of the agency,
Professional Services Contract (rev 07/2025) Page 24
• 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 25
EXHIBIT
DELIVERABLE TABLE
No later than thirty (30)
days of thedate of
execution
Contract requirements identified under the Special Terrns and Conditions section of the contract
Monthly —complete,
accurate, and approved
bythe i5mo[each
month
Aninvoice and voucher detail workahoet.and, ataminimum, ageneral ledger generated b 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.
�onth|y_byth*j5wu�
each month
^ Eviction Prevention Log: Each organization operating an Eviction Prevention Program will
develop at�«kmgmenhmn�mtupmxWeauae���pmO�mdobethattmckaconta�oand
processing time mdetermine the demand and funding needs.
° Rapid Re-Houslng PlacemeEach- organ izaUonoperating aRapid Re -Housing Program
will report placement turental properties.
Quarterly:
" 1mQtcOct 1O
° 2nd QtrJan 10
° 3mAtrApril 1D
~ 4mQtcJuly 1O
" HM|SData Quality (HUD 226>Report: Review the report for the number nfpeople and heads nf
household served and data quality, timeliness, and accuracy.
° HM|SOUTS ~ Reports Exits toPermanent Housing;
" Emergency Shelter =S0%
, Rapid Re -Housing =80Y6
" Permanent Supportive Housing =8596
° Landlord Outreach:AU programs with an "exit to permanenthousing" target must conduct targeted
landlord -specific outreach, Documentation will —include the date and
J|`' i. � Any
will also �dudwaaign-�ahoe aoouppo��0dmcumonk�|on. Lono � n ou�maun 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 inall
electronic landlord outreach efforts.
° Training Log. Each agency muot|denUfyetuffbu attend and completeWain|ngo.Theaeataffnhuu|d
Include staff that provide direct services, Supervisors ufdirect service staff, and staff that manage
homeless grants,
° Narrative Report (Optinnx|): Agencies can use this report toshare Successes ur
challenges/barriers encountered during the quarter,
Annually
° Local Homeless Housing P| (CHG2i 41) According LuRCVV4D1O5o the homeless
accountableresponse system must submit a local horneless housing plan every five years. All agencies must
activelate in the plan's development, implementation, and annual plan updates and be
�' ''rthe measures ufsuccess and program/system performance requirements adopted
in the plan, Each agency will submit a Work Plan and provide annual plan updates.
° Annual County ExpenditureReport G i,4.2):All agencies that enter data into HM|Smust
coordinate with the COUNTY tusubmit ocomplete and accurate report o[program funding
information hothe Department ofCommerce.
° Po|nt'|n-TimoCount (2.1.4.3): All agencies must actively participate inthe PIT Count toobtain e
complete count nfpeople experiencing homelessness |nMason County.
~ Street Outreach Dutw Data collected from street outreach efforts, such uwthe number of
encampments and individuals encountered, service needs, and referrals to other sectors, are
eeaanUa|tounderetondinQoummunityando|iontneedoanddao|gningoayahamdhatmeetethose
needs,
Other
xnnuo|AmoomomaotMont�yRepo�:Each agency receives amonthly mpu�tntrack when annual
assessments are due, Use this report to ensure that all annual assessments are completed on time.
Professional Services Contract (rev 07/2025)
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
0, 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 27
EXHIBIT
ATTESTATION
|dVhereby certify that tothe best ofmyknowledge, the following katrue, accurate, and
complete:
All contractors, including bVand for ongaMiZotione.attest that all are bound toall contracts,
including contracts between � the Department ofCommerce and Mason County Public Health
and Human 8erv|oea, and/or any eUbneoip|eDto.
| have reviewed all pass -through contract language, have received copies, andeg[eetobe
bound tothese terms.
{h8ve read all guidelines specific tothe 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)
Narne (signature)
Title
Agency
Date
\ ) 06/l
'�
Professional Services Contract (rev 07/2025) Page 28