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HomeMy WebLinkAboutPSA HopeSource Original ContractPROFESSIONAL SERVICES AGREEMENTThis Agreement is made by and between Kittitas County (hereinafter “the County”) and ContractorHopeSource (hereinafter “Contractor”). The County and Contractor agree as follows:General Conditions; Exhibit A(Scope of Work); Exhibit B (Compensation); Exhibit C (Proof of Insurance), Exhibit D (Schedule of Costs); Exhibit E (Purpose)copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein.The term of this Agreement shall commence on October 15, 2020and continue until completion of the initial 12-month period from the date of Service Activation as outlined in Exhibit A (Scope of Work).After the 12-month period has ended, this Agreement may be renewed for additional 30-day periods upon execution of an amendment for renewal by the parties.Any party may terminate this Agreement by giving thirty (30) days’notice in writing either personally delivered or mailed postage-prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Termination of this Agreement is limited to the circumstances outlined in sections 13 and 14 below. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties.IN WITNESS WHEREOF, the parties have executed this Agreement this____day of _____, 2020.APPROVED:_______BOARD OF COUNTY COMMISSIONERSKITTITAS COUNTY, WASHINGTON_________________________________________________________Signature of SignatoryChairman(Date __________)______________________________________________________Print Name of SignatoryVice-Chairman______________________________CommissionerAttest:___________________________Clerk of the BoardApproved as to Form:By:_________________________ Deputy Prosecuting AttorneyContractor Address:County’s Address:HopeSource Kittitas County700 E Mountain View Ave, Unit 501205 West 5th Avenue, Suite 108Ellensburg, WA 98926Ellensburg, WA 98926Project Contact:Project Contact:Susan GrindleChelsey LoeffersChief Executive OfficerHealth Promotion Supervisor GENERAL CONDITIONS1. Scope of Contractor's Services:Contractor agrees to provide to theCounty services and any materials set forth in the project narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement.2.Performance of Work: Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances.3.Schedule of Performance: Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions:“Additional Insureds” means the County, its successors and assigns, and therespective directors, officers, employees, agents and representatives of the County and its successors and assigns.4.2“Support” means the following: Contractor’s directors, officers, employees, agents and representatives; and sub-Contractors of any tier; the respective directors, officers, employees, agents and representatives of these sub-Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor’s sub-Contractors of any tier in connection with or incident to the performance of the Work or this Agreement.4.3The “Work” means all of theduties listed in Exhibit A and the performance of all other obligations, under this Agreement by Contractor or its Support.5. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B".  Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", 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. Unless specifically stated in Exhibit "B" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement.  Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor’s service pursuant to the fee schedule set forth in Exhibit "B".6. Assignment and Subcontracting:No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County.7. Independent Contractor:The Contractor’s services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor.The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and Exhibit “D” and the Contractor is not entitled to any County 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 Kittitas County employees.Contractor will defend, indemnify and hold harmless the County, its Additional Insureds, 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.8. No Guarantee of Employment:The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the County at the present time or in the future. 9. Taxes:The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of 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 Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor’s failure to pay taxes on compensation earned pursuant to this Agreement.The 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 the County does not hold title. The County is exempt from Federal Excise Tax.10. Regulations and Requirement:This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11. Right to Review:This contract is subject to review by any Federal or State auditor. The 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 County. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request.12. Modifications:12.1Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties.12.2If any change in the Work causes an increase or decrease on Contractor’s cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease.12.3Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed.12.4If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents.13. Termination for Default:If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default.If a notice of termination for default has been issued and it is later determined for any reason that the 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.14. Termination for Public Convenience:The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. 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 Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County.14.A Termination for Contractor Convenience:The Contractor may terminate the Agreement in whole or in part whenever the Contractor determines, in its sole discretion that such termination is in the best interests of the Contractor. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. 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 Agreement by the Contractor at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the Contractor.15. Defense & Indemnity Agreement:The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insureds, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional Insureds, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the negligence of the County, its Additional Insureds, appointed or elected officials, agents, or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein.16. Industrial Insurance Waiver:With respect to the performance of this Agreement and as to claims against the County, its Additional Insureds, officers, agents and employees, the 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 agreement extend to any claim brought by or on behalf of any employee of the Contractor.This waiver is mutually negotiated by the parties to this Agreement.17. 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 Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas or in any neighboring County as is allowed by law. This Agreement shall be governed by the law of the State of Washington.18. Withholding Payment:In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated.19. Future Non-Allocation of Funds:If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period No penalty or expense shall accrue to the County in the event this provision applies.In the event that funds are not appropriated or allocated for payment under this Agreement the Contractor shall not be required to reserve the three units described in the Scope of Work for the exclusive use of the County.20. Contractor Commitments, Warranties and Representations:The Contractor represents and warrants to the County as follows: The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement.The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms.This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement.None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading.21. Disputes:21.1GeneralDifferences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attentionof the County and the Contractor at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specifiedand within the time limits stated, the records, orders, instructions, anddecisions of the Kittitas County Commissioners shall be final and conclusive.21.2Notice of Potential ClaimsThe Contractorshall not be entitled to additional compensation whichotherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the 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 the County.The written Notice of Potential Claim shall set forththe reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved,and insofar aspossible, the amount of the potential claim. Contractor shall keep full and complete dailyrecords of thework performed, labor and material used, and all costs and additional time claimed to be additional.21.3.Detailed ClaimThe Contractor shall not be entitled to claim any such additionalcompensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost orother compensation requested and of all elements of additional time required, and copies of any supporting documents evidencingthe amount or extension of time claimed to be due.22. Ownership of Items Produced:All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub-Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the Contractor.23. Confidentiality:The Contractor, its employees, sub-Contractors, and their employees shall maintain the confidentiality of all client, resident or medical information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional Insureds, 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.To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts.24. Notice:Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom services are rendered, and to the Kittitas County Commissioners, 205 W 5th Ave, Suite 108,Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid.25. Severability:If any term or condition of this Agreement 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 Agreement are declared severable.26.Miscellaneous:26.1Either party’s failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of either party’s right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect.26.2This Agreement embodies the entire Agreementbetween the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. 26.3The rights and remedies of both parties set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, or by law. 26.4The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.27. Waiver:Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto.28. Survival:The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 27, 29,30, and 31shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 29. Nondiscrimination: 29.1The County is an equal opportunity employer. 29.2Nondiscrimination in Employment In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap;provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships.The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 29.3 Nondiscrimination in Services The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 29.4If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein.30.Prevailing Wage:Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 31. Debarment Certification:The Contractor certifies that it: 31.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency.31.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice.31.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 32.2 of this section.31.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. 32.Restoration of Premises: Upon termination of this occupancy agreement, Contractoragrees that the equipment installed by the County shall be and remain the property of the County, and County shall remove such property when vacating the premises. County shall restore the Occupied Space, to the condition as originally received by the County and existing prior to the installation of any of the County’s property, including, without limitation, restoration and repair of all surfaces, floors, walls, ceilings, including restoring damaged floor tile and patching and repainting damaged wall surfaces to match adjacent existing surfaces, and including restoration and repair of all furnishings, fixtures and equipment. County shall clean the premises per the then current health and safety protocols established by public health officials during the term and immediately prior to vacating the premises. 33. No Tenancy; Relief from Eviction Laws: In no event will this Agreement be deemed or construed to run with the land or create any tenancy or other permanent possessory rights on the part of the County or its invitees. This Agreement does not create any recordable interest and will not be recorded in any land records. No tenancy and/or eviction laws, regulations, rules, requirements, processes and proceedings (“Eviction Laws”) shall be applicable with respect to the use of the Property by the County and its invitees hereunder. The County shall waive the applicability of all Eviction Laws with respect to the Property and ensure that any and all other applicable government entities, agencies, instrumentalities, subdivisions or other bodies of any regional, local or other governments waive any such Eviction Laws. In the event any individual is claiming tenancy rights, then the County, at the County’s sole cost and expense, shall take all such necessary actions to remove such individual from the premises prior to expiration or termination of the individuals shelter occupancy Agreement. 34. Federal Emergency Management Agency: Non-congregate sheltering must meet the requirements of the Federal Emergency Management Agency (FEMA). After the initial 12-month period outlined in Exhibit A “Scope of Work”, any paid services shall not extend beyond a 30-day duration per the Public Assistance Program and Policy Guide (Chapter 2: VI.B.lO.b Sheltering). The County will be responsible for seeking necessary FEMA authorization and non-congregate sheltering extensions as required by law.EXHIBIT "A"SCOPE OF WORK In addition to providing all material and labor, the Contractor shall perform the following services as detailed below upon Service Activation. Service Activation is defined as the point in time in which the Contractor notifies the County, in writing, that the housing units within the propertyat 801 6th Ave in Ellensburg, WA have been fully prepared for occupancy by County-referred guests for isolation or quarantine purposes.Contractor must take all reasonable steps to prepare rooms for occupancyby no longer than 45 days from taking possession of the property. Any delays in progress or unforeseen issues shall be communicated to the County as soon as feasible. Once services are activated, responsibilities of this contract will begin and will continue as outlined below. ContractorResponsibilities Contractor shall allow the exclusive use of three units at801 6th Avein Ellensburg, WA for housing of individuals and/or families under isolation or quarantine orders due to COVID-19. Units will be occupiedsolely by referral from the Countyfor the period of 12 months after the notification of Service Activation. At the conclusion of the initial 12-month period, the Contractor will grant use of units subject to availability and without disruption of the operations of the shelter. Contractor shall provide one full time employee on duty Monday throughFriday from 8:30am to 5:00pm, who will be responsible for the following: respond to questions from guests, county, and contracted service providers. distribute and manage room keys to County staff maintain list of unit occupancy Contractor and Contractor employees will not enter units while in use except in the event of an emergency. Contractor will provide an after-hours housing process to place individuals in units if needed outside of regular business hours. County staff shall provide direct referrals to Contractor for room occupancy. Contractor will provide use of three sets of towels per unit per guest. Contractor will provide use of two sets of bed linens per unit per bed. Contractor will provide toilet paper, tissues, and soap for units as needed once per week. Contractorwill allow service animals in designated units as allowed or required pursuant to RCW 70.84.021. Contractor will collect soiled towels and linens as needed and replace with cleaned sets once per week or as may be needed. Towels and linens will be placed in garbage bags provided by the Contractor and placed outside of the room by the occupant to prevent any contact with staff. Contractor is responsible for ensuring that staff wears appropriate personal protective equipment (PPE). Contractor will be responsible for weekly collection and disposal of garbage which has been placed outside of the room by the resident to prevent any contact with staff. Contractor is responsible for ensuring that staff wears appropriate PPE. The Contractor will allow County staff to perform a walk-through of rooms with the Contractor before and after to determine any damage costs, detailed in Exhibit D “Schedule of Costs.” Any pre-existing damages will be documented and will be excluded from reimbursement by the County at the end of occupancy. County Responsibilities County shall provide professional decontamination of each occupied room between each occupant and at the conclusion of contracted services. County shall be the sole source of referral for occupancy of designated units and management of move out dates during the initial 12-month period. County shall provide PPE as needed to Contractor staff for collection and processing of garbage, towels, and linens. County agrees to deliver rooms in their original state at the end of the useperiod. County is responsible for any damages (excluding regular wear and tear) or missing items during the use period, based upon the attached schedule of costs detailed in Exhibit D, “Schedule of Costs.” County occupantsper this contract will not be able to use commonareas of the shelter which includes the laundry roomand will be instructed to remain in their designated units unless absolutely necessary due to a health and/or safety issue.Contractor will contact County regarding enforcement concerns. County will assess the situation and alert the Kittitas County Sheriff’s Department if the individual continues to defy the isolation requirements despite a verbal reminder. EXHIBIT "B"COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation as follows. No additional compensation will be provided by the County for use of three designated units during the initial 12-month period beyond the COVID-19 Emergency Housing funds currently allocated to HopeSource. Designated units will be preleased for the 12-month period commencing October 15, 2020. At the conclusion of the initial 12-month period the County agrees to pay at a rate of $56 per unit per night at 801 6th Ave in Ellensburg, WA. The County will provide a security deposit of $500 per unit. Contractor will invoice the County for the total amount at Service Activation. Deposit will be returned at the end of the initial 12-month period; amount returned will be contingent on any damages to unit or unit furnishings. Damages (excluding normal wear and tear) or missing items shall be deducted from the deposit according to Exhibit “D” Schedule of Costs. If the County determines there is need for an extension of the unit use after the 12-month period, the Contractor will retain the security deposit until the end of the extended use period. Reimbursement Procedures Contractor shall submit invoicestwice per month for billing periods of the 1stthrough 15th and 16th through the 31st. Invoices may be emailed toTina Rowan at Kittitas County Public Health, tina.rowan.ph@co.kittitas.wa.us. All invoices must include the Contract Number and a detailed breakdown of all costs. All invoice corrections must be submitted no later than sixty (60) days after the last day of the month in which those operating expenses occurred, except at the end of the fiscal year, when all invoices and corrections must be submitted by the fifth (5th) working day of the month following the end of the fiscal year. The County agrees to make payment for eligible expenses as approved by the Auditor of Kittitas County with County warrants within thirty (30) working days following receipt of Contractor’s claim for reimbursement; provided that no payment shall be made in the month during which expenses occurred unless otherwise approved by the County. EXHIBIT "C"PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional Insureds from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted todo business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best’s Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC.Contractor shall furnish the County a Certificate of Insurance to include the Policy Endorsements/Exclusions as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. Contractor’s insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall provide proof of insurance for: Commercial General Liability Insurance Coverage limits not less than: $2,000,000 per occurrence/$4,000,000 aggregate Certificate Holder – Kittitas County The Certificate must name Kittitas County as additional insured (which shall include The County, its Board, officers, agents and employees) Sixty (60) days written notice to the County of cancellation of the insurance policyCommercial Automobile Liability Insurance (if ANY use of vehicle in performance)Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS 90 endorsement and a CA 9946 endorsement must be attached if ‘pollutants’ are to be transported)Coverage limits not less than:$1,000,000 combined single limitThirty (30) days written notice to the County of cancellation of the insurance policy. Additional Coverage May Be Required:Workers’ Compensation Workers’ Compensation in amounts required by lawStop Gap/Employers LiabilityCoverage limits not less than:$1,000,000 each accident$1,000,000 disease – policy limit$1,000,000 disease – each employeeThirty (30) days written notice to the County of cancellation of the insurance policy.Professional LiabilityThe Contractor and/or its Sub-Contractor and/or its consultant providing professional services shall provide evidence of Professional Liability Insurance covering professional errors and omissions. Such policy must provide the following minimum limits: $1,000,000 per claim $2,000,000 annual aggregateIf insurance is on a claims-made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Agreement. Pollution Liability The Contractor shall provide a Pollution Liability policy, providing coverage for claims involving bodily injury, property damage (including loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or settlement of claims arising out of: Contractor’s operations related to this project; and/or Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/or Transportation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage: $      per claim $      annual aggregateProperty Damage The Contractor shall provide a policy that covers damage to Kittitas County facilities, including buildings, equipment, grounds, etc. Such policy shall provide the following minimum coverage: $      per occurrenceUmbrella Coverage Umbrella policies shall provide coverage at least as broad as specified for underlying coverages (CGL, Auto, Employer’s Liability) and cover those insured in the underlying policies, including additional insured. Amount required for this Agreement: $5,000,000The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor’s employee-owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor’s agents, suppliers or Contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE:  No contract shall form until and unless a copy of the Certificate of Insurance with Endorsements/Exclusions, properly completed and in the amount required, is attached hereto. Failure of the Contractor to fully comply with the above insurance requirements during the term of the Agreement shall be considered a material breach of contract and cause for immediate termination of the Agreement at the County’s discretion. Alternatively, the County may procure and maintain, at the Contractor’s sole expense, insurance to the extent deemed proper up to the amount of the required coverage(s). The County may offset the cost of such insurance against payment due to the Contractor under this Agreement. EXHIBIT “D” Schedule of Costs Damages or missing items shall be compensated for as follows: ITEM VALUE Television with remote Replacement cost to be determined at County walk through of unit. Phone Replacement cost to be determined at County walk through of unit. Desk Lamp Replacement cost to be determined at County walk through of unit. Refrigerator Replacement cost to be determined at County walk through of unit. Microwave Replacement cost to be determined at County walk through of unit. Ironing Board Replacement cost to be determined at County walk through of unit. Iron Replacement cost to be determined at County walk through of unit. Lamp Replacement cost to be determined at County walk through of unit. Luggage Rack Replacement cost to be determined at County walk through of unit. AM/FM Clock Radio Replacement cost to be determined at County walk through of unit. Headboard Replacement cost to be determined at County walk through of unit. Desk Replacement cost to be determined at County walk through of unit. Desk Chair Replacement cost to be determined at County walk through of unit. Night Stand Replacement cost to be determined at County walk through of unit. Dining Table Replacement cost to be determined at County walk through of unit. Dining chair Replacement cost to be determined at County walk through of unit. Mattress Replacement cost to be determined at County walk through of unit. Bed Frame Replacement cost to be determined at County walk through of unit. Carpeting Replacement cost to be determined at County walk through of unit. Flooring Replacement cost to be determined at County walk through of unit. Drywall Replacement cost to be determined at County walk through of unit. Doors Replacement cost to be determined at County walk through of unit. Windows Replacement cost to be determined at County walk through of unit. Cabinets Replacement cost to be determined at County walk through of unit. Kitchen Plumbing Fixtures Replacement cost to be determined at County walk through of unit. Bath Plumbing Fixtures Replacement cost to be determined at County walk through of unit. Appliances Replacement cost to be determined at County walk through of unit. Countertops Replacement cost to be determined at County walk through of unit. Lighting Replacement cost to be determined at County walk through of unit. Electrical Replacement cost to be determined at County walk through of unit. Plumbing Replacement cost to be determined at County walk through of unit.EXHIBIT "E"PURPOSE In response to the COVID-19 pandemic of 2020, the Washington State Department of Commerce awarded funds through the expanded Consolidated Housing Grant (CHG) to HopeSource for administration and operation of activities to help protect the community from the impact of the virus, including sheltering high risk populations, and providing isolation or quarantine housing for individuals unable to shelter safely at their own residence or who may be experiencing homelessness. HopeSource worked under the direction of the County, specifically the Kittitas County Public Health Department (KCPHD). The expanded CHG grant allowed the recipient, HopeSource, to utilize some portion of those funds for capital acquisition in order to provide housing for individuals experiencing homelessness and for individuals under an isolation or quarantine order referred by KCPHD. The grant also allowed HopeSource to amend the original COVID-19 Safety Plan to include capital acquisition provided the KCPHD Health Officer approved the amendment for submission to the Department of Commerce. Upon approval of the amended HopeSource CHG COVID-19 Safety Plan by the Department of Commerce, the following Service Agreement would take effect utilizing the expanded CHG funds. HopeSource, with utilization of the CHG capital acquisition funds approved by the KCPHD Health Officer, purchased an existing local property for an expanded enhanced shelter facility, adding critical shelter capacity to a severe shortage of shelter units in Kittitas County.