HomeMy WebLinkAboutProfessional Services Contract with JesusWorks dba ShelterWorks - ContractMASON COUNTY
PROFESSIONAL SERVICES CONTRACT
CONTRACT #
This CONTRACT is made and entered into by and between Mason County. hereinafter referred
to as "COUNTY" and JESUSWORKS dba SHELTERWORKS. hereinafter referred to as
"CONTRACTOR."
I Contracted Entity
I Address
City. State, Zip Code
Phone
Primary Contact: Name, Title
Primary Contact: E-mail
i Washington State UBI#
r Federal EIN
Total Award/Contract Value
Contract Term
JESUSWORKS dba SHELTERWORKS
i 123 C Street/PO Box 158
Shelton, WA 98584
360-463-1324
Sam Loomis, President
samloon is?..g mail com
1 603 602 787
82-2311238
$154,025
November 15, 2025 — March 31, 2025
COUNTY:and CONTRACTOR, as defined above, acknowledge, and accept the terms of this
contract and EXHIBITS and have executed this contract on the date below to start as of the
date and year referenced above. The rights and obligations of both parties to this contract are
governed by this contract including any Special Terms and Conditions, General Terms and
Conditions, Exhibits, and the following other documents incorporated by reference: Original RFP
application, instructions. and disclosures.
CONTRACTOR NAME
ShelterWorks
Agency Na e
Authorized .:nature
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Print Name & Title
//a4743—
D to
BOARD OF COUNTY COMMISSIONERS
MASON COUNTY, WASHINGTON
Sharon Trask, Chair
DecPrnbeN2 c , c)
Date
APPROVED AS TO FORM:
Tim Whitehead, Chief DPA
Professional Services Contract (rev 07/2025)
Page 1
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. Hazardous Weather Response Plan
d. Exhibit E Attestation
e. Program.Organization Chart
f. Cost Distribution Plan (if applicable)
g. Policies & Procedures related to avoiding Duplicate Billing for programs that may
share clients or are dual enrolled in other programs
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. CONTRACTOR 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.
Funding Source: Department of Commerce Consolidated Homeless Grant Contract Number:
26-46108-20
Professional Services Contract (rev 07/2025) Page 2
General Terms and Conditions
Scope of Service:
CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as
identified in "Exhibit A Scope of Service," during the CONTRACT period. In the event that
CONTRACTOR expends the total award specified in "Exhibit C Budget" before the end of the
CONTRACT duration, CONTRACTOR remains liable to provide COUNTY the services as
identified in "Exhibit A Scope of Service." No material, labor or facilities will be furnished by
COUNTY, unless otherwise provided for in the CONTRACT.
Term:
Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be
performed at the expense of CONTRACTOR and are not compensable under this CONTRACT
unless both parties hereto agree to such provision in writing. The term of this CONTRACT may
be extended by mutual consent of the parties, provided, however, that the CONTRACT is in
writing and signed by both parties.
Amendments and Extension:
This CONTRACT may be amended by mutual agreement of the parties. Such an amendment
shall not be binding unless they are in writing and signed by personnel authorized to bind each
of the parties.
The duration of this CONTRACT may be extended by mutual written consent of the parties, for
a period of up to one year, and for a total of no longer than three years.
Independent Contractor:
The CONTRACTOR shall furnish CONTRACTOR's services as an independent contractor, and
nothing herein contained shall be construed .to create a relationship of employer -employee. All
payments made hereunder and all services performed shall be made and performed pursuant to
this CONTRACT by the CONTRACTOR as an independent contractor.
CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in
Exhibit C Budget and the CONTRACTOR is not entitled to any benefits including, but not limited
to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any
other rights or privileges afforded to employees of COUNTY. The CONTRACTOR represents
that he/she/it maintains a separate place of business, serves clients other than COUNTY, will
report all income and expense accrued under this CONTRACT to the Internal Revenue Service,
and has a tax account with the State of Washington Department of Revenue for payment of all
sales and use and Business and Occupation taxes collected by the State of Washington.
CONTRACTOR will defend, indemnify and hold harmless COUNTY, its officers, agents or
employees from any loss or expense, including, but not limited to, settlements, judgments,
setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of
the provisions of this paragraph.
Taxes:
CONTRACTOR. understands and acknowledges that COUNTY will not withhold Federal or
State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes
COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation
received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of
Professional Services Contract (rev 07/2025) Page 3
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
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
Professional Services Contract (rev 07/2025) Page 4
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 allreporting to a satisfactory level. The
COUNTY may, in its sole discretion, withhold payments claimed by the CONTRACTOR for
services rendered if the CONTRACTOR fails to satisfactorily comply with any term or condition
of this CONTRACT. No payments in advance or in anticipation of services or supplies to be
provided under this CONTRACT shall be made by the COUNTY. No payment shall be made for
any work performed by the CONTRACTOR, except for work identified and set forth in this
CONTRACT. Unless otherwise provided for in this CONTRACT or any exhibits hereto, the
CONTRACTOR will not be paid for any billings or invoices presented for costs incurred prior to
the date of execution or after June 30, 2027. The CONTRACTOR is responsible for any audit
exceptions or disallowable costs incurred by its own organization or that of its subcontractors.
Duplicate Payment:
A duplication of benefits (DOB) occurs when a'person, household, business, government, or
other entity receives financial assistance from multiple sources for the same purpose, and the
total assistance received for that purpose is more than the total need for assistance. The
COUNTY shall not pay CONTRACTOR if the CONTRACTOR has charged or will charge any
other party under any other Grant, subgrant/subcontract, or agreement, for the same services or
expenses. If it is determined that CONTRACTOR has received duplicate payment, the
CONTRACTOR must pay back the COUNTY for these expenses. The contractor must have
policies and procedures that differentiate funding and program FTE, enrollment criteria, program
descriptions, caseloads, or similar methods.
Fraud and Other Loss Reporting:
CONTRACTOR shall report in writing all known or suspected fraud or other loss of any funds or
other property furnished under this CONTRACT immediately or as soon as practicable. All
cases reported to law enforcement must be tracked and follow the fraud guidance in the
guidelines.
Labor Standards:
CONTRACTOR agrees to comply with all applicable state and federal requirements, including
but not limited to those pertaining to payment of wages and working conditions, in accordance
Professional Services Contract (rev 07/2025) ' Page 5
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.
The foregoing provisions shall also be binding upon any sub -contractor, provided that the
foregoing provision shall not apply to contracts or sub -contractors for standard commercial
supplies or raw materials, or to sole proprietorships with no employees.
Professional Services Contract (rev 07/2025) Page 6
Non -Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national
origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an
individual or business any service or benefits under this CONTRACT; or subject an individual or
business to segregation or separate treatment in any manner related to his/her/its receipt any
service or services or other benefits provided under this CONTRACT; or deny an individual or
business an opportunity to participate in any program provided by this CONTRACT.
Waiver of Noncompetition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract or
otherwise, to require another person or corporation to refrain from submitting a proposal to or
performing work or providing supplies to COUNTY, and CONTRACTOR further promises that it
will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain
from submitting a bid or proposal to or from performing work or providing supplies to COUNTY.
Debarment Certification:
The CONTRACTOR, by signature to this contract, certifies that the CONTRACTOR is not
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participating in this contract by any Federal department or agency.
Work Product:
CONTRACTOR will provide COUNTY with all work product including; plans, data reports, prior
to the release of the final payment for services.
Patent/Copyright Infringement:
CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand
brought against COUNTY; to the extent such actionfis based on the claim that information
supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay
those costs and damages attributable to any such claims that are finally awarded against
COUNTY in any action. Such defense and payments are conditioned upon the following:
A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim.
B. CONTRACTOR shall have the right, hereunder, at its option 'and expense, to obtain for
COUNTY the right to continue using the information, in the event such claim of infringement, is
made, provided no reduction in performance or loss results to COUNTY.
Confidentiality:
CONTRACTOR, its employees, sub -contractors, and their employees shall maintain the
confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in
performance of this CONTRACT, except upon the prior written consent of COUNTY or an order
entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall
immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such
information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents
or employees from all loss or expense, including, but not limited to, settlements, judgments,
setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of this provision.
Right to Review:
This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or
its designee shall have the right to review and monitor the financial and service components of
this program by whatever means are deemed expedient by the Administrative Officer or by
COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but
Professional Services Contract (rev 07/2025) Page 7
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
to the COUNTY unless otherwise agreed upon in writing by the CONTRACTOR and the
COUNTY.
Professional Services Contract (rev 07/2025) Page 8
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
enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been
mutually negotiated by the parties.
Professional Services Contract (rev 07/2025) Page 9
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: mcasey@masoncountywa.gov
Financial Contact:
Casey Bingham, Finance Manager
Mason County Public Health & Human Services
415 N. 6th Street
Phone: 360-427-9670 Ext. 562
Fax: 360-427-7787
E-mail: caseyb(a�masoncountywa.gov
Notice:
Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT
except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative
Officer under this CONTRACT. Notices and other communication may be conducted via e-mail,
U.S. mail, fax, hand -delivery or other generally accepted manner including delivery services.
Modifications:
Either party may request changes in the CONTRACT. Any and all agreed modifications, to be
valid and binding upon either party, shall be in writing and signed by both of the parties.
Professional Services Contract (rev 07/2025) Page 10
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 fo.r default has been issued and it is later determined for any reason
that CONTRACTOR was not in default, the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
Termination for Public Convenience:
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in
its sole discretion, that such termination is in the interests of COUNTY. Whenever the
CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled
to payment for actual work performed in compliance with Exhibit A Scope of Service and Exhibit
C Budget. An equitable adjustment in the CONTRACT price for partially completed items of
work will be made, but such adjustment shall not include provision for loss of anticipated profit
on deleted or uncompleted work. Termination of this CONTRACT by COUNTY at any time
during the term, whether for default or convenience, shall not constitute breach of CONTRACT
by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its
sole discretion, that such termination is necessary due to a decrease in available project funding
including State and/or Federal grants. Whenever the CONTRACT is terminated in accordance
with this paragraph, the CONTRACTOR shall be entitled to -payment for actual work performed
in compliance with Exhibit A Scope of Service and Exhibit C Budget.
Disputes:
1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the
AGREEMENT shall be brought to the attention of COUNTY at the earliest possible time in
order that such matters may be settled or other appropriate action promptly taken. For
objections that are not made in the manner specified and within the time limits stated, the
records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final
and conclusive.
2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may
be payable, or to extension of time for (1) any act or failure to act by the Administrative
Officer of COUNTY, or (2) the happening of any event or occurrence, unless the
CONTRACTOR has given COUNTY a written Notice of Potential Claim within ten (10) days
of the commencement of the act, failure, or event giving rise to the claim, and before final
payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for
which the CONTRACTOR believes additional compensation or extension of time is due, the
Professional Services Contract (rev 07/2025) Page 11
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
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 07/2025) Page 12
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 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
f. Respond to the disproportionality in access to services, service provision, and
outcomes.
g. Use a progressive engagement service model.
h. Operate programs within the approved budget and households served.
Project Intervention Type Funded: Overnight Emergency Shelter
Professional Services Contract (rev 07/2025) Page 14
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.
Shelterworks will provide low -barrier overnight shelter for single adults without children, on a
first -come, first -served basis, between 8:00 pm and 8:00 am, along with meals, hygiene
facilities/showers, and clothing. Case management will be available onsite, provided by certified
peer counselors with lived experience in homelessness and recovery. All services will be offered
at Community Lifeline, 218 N Third Street in Shelton, under an agreement between
Shelterworks and Community Lifeline.
Emergency Shelter Deliverables:
1. Achieve a capacity of 35 beds filled with provisions for up to 56 beds during extreme
weather events. During instances of increased capacity, the organization will partner
with other agencies for volunteer staffing.
2. Adhere to the Conditional Use Permit on file with the City of Shelton.
3. Adhere to the Low Barrier Housing Requirement (CHG Section 2.1.2).
4. Provide one daily meal.
5. Provide hygiene facilities, showers, and clothing.
6. 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.
7. Develop and implement a hazardous weather response plan with the ability to increase
capacity and respond to community needs during periods of extremely cold weather (i.e.,
windchill reaches 35 degrees or below, a combination of cold temperatures and
precipitation, flooding)
8. Policies and Procedures that demonstrate the following:
a. Check -in process that includes a reasonable check -in time and accounts for
households that may be late or unable to make a predetermined time.
b. The protocol when maximum capacity is reached and the procedures to assist
households in finding other shelter options.
c. Protocols for emergency situations when employees are present and, if different,
during hours when employees are not present.
d. The process for shelter stayer to exit each day and included length of time.
e. Bed bug screening, mitigation, and avoidance.
f. Low barrier housing requirement.
Program Budget:
Administration
Executive Director
$1,000
Insurance
$1,645.00
Accounting
$1,200.00
Office Supplies
$200.00
Facility Support
Building rent
$1,200
Staff--4 shelter aids and custodian
$18,963.65
Utilities
$3,390.87
Fire and Security monitoring
$56.63
Meals (food and supplies)
$10,850,00
Total Monthly Expenses
$38,506.15
Professional Services Contract (rev 07/2025) Page 15
EXHIBIT B
INSURANCE REQUIREMENTS
Without limiting CONTRACTOR's indemnification of the COUNTY, and prior to commencement
of Work, CONTRACTOR shall obtain, provide and maintain at its own expense during the term
of this Agreement, and any extensions thereof, policies of insurance of the type and amounts
set forth below and in a form satisfactory to County.
A. MINIMUM Insurance Requirements:
1. Commercial General Liability Insurance, using standard 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
Tess 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 16
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. Proof of Insurance:
CONTRACTOR shall provide certificates of insurance to COUNTY as evidence of the
insurance coverage required herein, along with required endorsements and waivers.
Insurance certificates and endorsements must be approved by COUNYT's Risk Manager
prior to commencement of Work.
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 CG 20 10 or
equivalent forms. 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. This provision shall also apply to
excess liability policies.
2. CONTRACTOR hereby waives all 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 under this Agreement shall be endorsed to
waive subrogation against COUNTY, its elected or appointed officials, employees, agents
and volunteers, or must specifically allow the insured to waive their right of recovery prior to
a Toss.
4. All coverage types and limits required are subject to approval, modification and additional
requirements by COUNTY. CONTRACTOR shall not make any reductions in scope or limits
of coverage that may affect COUNTY's protection without COUNTY's prior written consent.
5. CONTRACTOR agrees to provide evidence of the insurance required herein, satisfactory to
COUNTY, consisting of: a) certificate(s) of insurance evidencing all of the coverages
required and, b) an additional insured endorsement to CONTRACTOR's general liability
policy using Insurance Services Office (ISO) form CG 20 10 or equivalent forms.
CONTRACTOR agrees, upon request by COUNTY to provide complete, certified copies of
any policies required within ten (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 17
paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted
from sums due CONTRACTOR. Any actual or alleged failure on the part of COUNTY or any
other additional insured under these requirements to obtain proof of insurance required
under this CONTRACT in no way waives any right or remedy of COUNTY or any additional
insured, in this or in any other regard.
6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to
be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a
primary and 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 18
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 19
EXHIBIT C
BUDGET
Emergency Shelter
Fund Source
FY26 Award
Administration
Inflationary Increase SFY26
$23,100
Facility Support
Inflationary Increase SFY26
$130,925
TOTAL Emergency Shelter
$154,025
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
Professional Services Contract (rev 07/2025) Page 20
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 ensuresthat every program is charged appropriately.
h. Salary & Wages: The COUNTY will reimburse hourly rates and accrued/unused PTO in
accordance with RCW 49.48.010, without incentives such as bonuses, except for grants
that specifically allow it (e.g., the inflationary increase from FY24 and FY25). Payouts
are distributed across all programs that fund the position. Salary and benefits are
itemized separately.
i. Cost Distribution Plan: It is preferable to bill all overhead as part of the 15%
Administration allocation. However, a cost distribution plan is also allowable if the
agency operates more than one program and/or multiple fund sources are used across
programs. The plan must differentiate overhead/administration expenses that benefit the
whole organization and are not directly attributed to a program from overhead directly
tied to a program (e.g., marketing materials specific to the program or the CHG
Forum/Convening that may benefit multiple programs funded by these funds). Program
and operation expenses will be directly attributed to the Operations Budget Category
(i.e., the agency would not have these costs if it didn't operate the program). Agencies
will use a square foot calculation for office space directly related to.the program to bill
agency facility costs to program operations. However, the square footage not directly
related to program office space will be billed to Administration.
j. Conferences: Allowable Conference: The Department of Commerce is not hosting the
annual CHG Forum this year. Homeless track sessions will be part of the Housing
Washington Conference in Bellevue on September 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
Professional Services Contract (rev 07/2025) Page 21
per quarter. CHG Contracts will require Commerce approval and follow CHG
Guidelines. No more than 10% of the program budget may be transferred, and no
money may be transferred from the Rent Budget category.
r. Financial Contract Amendments: Contract amendments will be issued when there is a
change in the total contract award. Amendments are also required in CHG contracts
when the total budget adjustment for the county or sequential adjustments exceed(s)
10% of the award.
s. De -obligation of Funds: Budget categories are monitored for over- or underspending.
In some cases, a de -obligation of funds will be required for categories that are
underspent or tracking to underspend by more than five percent.
t. Submit monthly invoices electronically to Todd Parker (tparkerna masoncountywa.gov)
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 22
EXHIBIT D
DELIVERABLE TABLE
Date Due /n
requency; r,
, t.
Deliverable Name & Descriptions ' yr
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.
Contract Term
• Achieve a capacity of 35 beds filled with provisions for up to 56 beds during
extreme weather events. During instances of increased capacity, the
organization will partner with other agencies for volunteer staffing.
• Adhere to the Conditional Use Permit on file with the City of Shelton.
• Adhere to the Low Barrier Housing Requirement (CHG Section 2.1.2).
• Provide one daily meal.
• Provide hygiene facilities, showers, and clothing.
• 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.
• Develop and implement a hazardous weather response plan with the ability
to increase capacity and respond to community needs during periods of
extremely cold weather (Le., windchill reaches 35 degrees or below, a
combination of cold temperatures and precipitation, flooding)
• Policies and Procedures that demonstrate the following:
o 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.
o The protocol when maximum capacity is reached and the
procedures to assist households in finding other shelter options.
o Protocols for emergency situations when employees are present
and, if different, during hours when employees are not present.
o The process for shelter stayer to exit each day and included length
of time.
o Bed bug screening, mitigation, and avoidance.
o Low barrier housing requirement. •
• 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.
Professional Services Contract (rev 07/2025)
Page 23
EXHIBIT E
ATTESTATION
I do hereby certify that to the best of my knowledge, the following is true, accurate, and
complete:
All contractors, including by and for organizations, attest that all are bound to all contracts,
including contracts between the Department of Commerce and Mason County Public Health
and Human Services, and/or any subrecipients.
I have reviewed all pass -through contract language, have received copies, and agree to be
bound to these terms.
I have read all guidelines specific to the fund source and policies set forth by the
Department of Commerce and Mason County Public Health and Human Services, and
agree to follow.
Name (printed)
Name (signature)
Title
Agency
Date
Professional Services Contract (rev 07/2025) Page 24