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HomeMy WebLinkAboutPSA Hopesource AmendPROFESSIONAL SERVICES AGREEMENT AMENDMENT This contract amendment is made by and between Kittitas County (hereinafter referred to as "County") and HopeSource (hereinafter referred to as "Contractor"). The County and the Contractor agree as follows: WHEREAS, Kittitas County and Contractor entered into a professional services contract in October 2020; and WHEREAS' Exhibit D Schedule of Costs lists item value as "Replacement cost to be determined at County walk though of unit',; and WHEREAS, the aforementioned walkthrough occurred on December 7,2020by Incident Management Team staff; and WHEREAS, both the County and the Contractor desire to amend the agreement to allow for the update of Exhibit D to list determined item replacement value; NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas County, Washington, authoizes execution of the contract amendment providing for the updated Exhibit D Schedule of Costs as attached hereto and incorporated herein by this reference. DATED thiS 5+I\day of 2027, at Ellensburg, Washington APPROVED HOPESOURCE BOARD OF COUNTY COMMISSIONERS KITTIT COUNTY of Signatory Date I Vi -<(v Print Name of Signatory Lhe ,/lillillil\ Professiona I Services Agreement Amend ment Contractor Address: HopeSource 700 E Mountain View Ave, Unit 501 Ellensburg,WA98926 Project Contact: Susan Grindle Chief Executive Director County's Address: Kittitas County 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Project Contact: Chelsey Loeffers Health Promotion Supervisor Professional Services Agreement Amendment P"FOFESSTONAL SERVTCES AGREEMENT _ This Agreement is made by and between Kittitas County (hereinafter "the County") and Contractor HopeSource (hereinafter "Contractor"). The County and Contractor agree as follows: General conditions; Exhibit A (smpe of work); Exhibit B (compensation); Exhibit c (Proof of lnsurance), Exhibit D (schedure of costs); Exhibit E (Purpose) copies of which are attiached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commen@ on October 15,2Q20 and continue unti] completion of the initial l2-monlh per$od from the date of Service Activation as outlined in Exhibit A (Scope of Work). Afier the '!2+nmth period has ended, this Agreement rnay be renewed for additional 30-day periods uptrI execution of an amendment fbr renewat Oy tneparties. Any party may terninate this Agreernent by giving thirty (30) days' notice in wiiting either personally delivered or maiM postage'prepaid by certified mail, return receipt requested, to the party's last knourn address for the purposes of giving notice under thisparagraph, Termination of this Agreement is timited to the circumstances ouflined in sections 13 and 14 below. Contractor acknowledges and by signing this Agreement agrees that the lndemnification provisions set forth in Paragraphs 7 (lndependent Contraitor), g (Taxes), 15 (Defense and lndemnity Agreement), 2f (PatenUCopyright lnfringem6nt)-and 24 (Confrdentiality), are totalty and fully part of this Agreement-and havL been mutually negotiated by the parties. "f dd WITNESS WHEREOF, the parties have executed this Agreement rriis May Professional Services Agreement Page'l ol22 GENERAL CONDITIONS 1. Scope of Contractor's Services: Contractoragrees to provide to the County services and any materials setforth in the project narrativeidentifiedinExhibit"A"duringtheAgreementperiod. Nomaterial,labor,orfaciliiies 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 Performancq: Unless directed othenruise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions:4.1 "Additional lnsureds" rneans the County, its successors and assigns, and the respective directors, officers, empl-oyees, agents and representatives of the County and its successors and assigns.4.2 "Suppott" 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 ol Contractor or any Contractor's sub- Contractors of any tier in connection with or incident to the performance of the Work or this Agreement.4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all other obligations, under this Agreement by Contractor or its Support. 5. Accounting and Pavment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "8". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless otheruvise 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 "8" or approved in writing in advance by the Kittitas County Board of Commissione!'s, the County will not reimburssthe 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 "8". Professional Services Agreement Page 3 of 22 personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. Requlations and Require{ner}t: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and politicat subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 1 1. Bisht 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 oi tfris 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 bounty 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: 12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 lf 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. 12.3 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, contractor shall proceed in accordancewith 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. lf 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. 12.4 13. Termination for Defaglt: lf 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 oi insolvency Professional Services Agreement Page 5 of 22 The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional lnsureds, 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 lnsureds, 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 lnsureds, appointed or elected officials, agents, or employees. lt is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. lndustrial lnsurance Waivg{: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsureds, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for injuries to its employees and agrees that the obligations to indemnifiT, 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: ln 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 Pavment: ln 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 othenrrise adjudicated. 19. Future Non-Allocation of Funds: lf 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. ln 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. Professional Services Agreement Page 7 of 22 matters may be settled or other appropriate action prompfly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 21.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which othenruise 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 Nbtice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofaras possible, theamountof the potentialclaim. Contractor shall keep full and complete daily records of the work performed, labor and materialused, and all costs and additionaltime claimed to be additional. 21.3. Detailed Claim The Contractor shall not be entitled to claim any such additional compensation, 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 or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 22. Ownership of lterns Produced: All writings, programs, data, public records or other materials prepared by the Contractor andlor its consultants or sub-Contractors, in connection with performance oithis 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 lnsureds, 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 provliion. Professional Services Agreement Page 9 ot 22 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, 1 1 , 13, 14, 15, 16, 17,19, 19, 20,21, 22, 23,27 , 29, gO, and 31 shall survive, notwithslanding the termination or invalidity of this Agreement for any reason. 29. Nontscrimination: 29.1 The County is an equal opportunity employer 29.2 Nondiscrimination in Emplovment ln 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, rnental or physical handicap. 29.4 lf 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 Professional Services Agreement Page1l of22 repair of all surfaces, floors, walls, ceilings, including restoring damaged floor tile andpatching and repainting damaged wall surfaces to match adjacent existing surfaces, and including restoratlon and repair of all furnishings, fixturei and equipmint. Countyshall clean the premises per the then current health and safety protocols established bypublic health officials during the term and immediately prior to vacating the premises. 33. No Tenancv; Relief fr.om Eviction Laws: ln 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 itsinvitees, This Agreement does not create anyiecordable interest and will not berecorded in any land records. No tenancy and/or eviction laws, regulations, rules, requirements, processes and proceedings ("Eviction Laws") shall6e applicable withrespect 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 ensurethat any and all other applicable government entities, agencies, instrumentalities, subdivisions or other bodies of any regional, local or other governments waive any suchEviction Laws. ln the event any individual is claiming tenaniy rights, then the County, atthe County's sole cost and expense, shall take all such neceisary actions to remove such individual from the premises prior to expiration or terminatioh of the individuals shelter occupancy Agreement. 34. Federal ErTrgrqencv Management Agency: Non-congregate sheltering must meet the requirements of the Federal Emergency Management Agency (FEMA). After the initial 12-month period ouflined 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: Vl.B.lO.b Shettering). The County will be responsible for seeking necessary FEMA authorization and non- congregate sheltering extensions as required by law. Professional Services Ag reement Page 13 ol 22 11. 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 personar protective equipment (ppE). 12. 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. 13. The Contractor will allow County staff to perform a walk{hrough 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. Countv Responsibilities 1. County shall provide professional decontamination of each occupied room between each occupant and at the conclusion of contracted services. 2. 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. 3. County shall provide PPE as needed to Gontractor staff for collection and processing of garbage, towels, and linens. 4. County agrees to deliver rooms in their original state at the end of the use period. 5. county is responsible for any damages (excruding.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." 6. County occupants per this contract will not be able to use common areas of the shelter which includes the laundry room and 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. Professional Services Agreement Page 15 ol 22 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 lnsureds 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 to do business in the State of Washington and have a rating of A-, Class Vll or better in the most recently published edition of Best's Reporls unless othenruise approved by the County. lf 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 lnsurance 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: ffi Qgmmercial General Liabilitv lnsurgngq Coverage limits not less than:. $2,000,000 per occurrence/$4,000,000 aggregater Certificate Holder - Kittitas Countyr The Certificate must name Kittitas County as additional insured (which shall include The County, its Board, officers, agents and employees)r Sixty (60) days written notice to the County of cancellation of the insurance policy Com.tLercial Aulomobile Liability lnsurance (if ANY use of vehicle in performance) Automobile Liability for owned, non-owned, hired, and leased vehicles (MCs g0 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 limit Professional Seryices Agreement Page 17 of22 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:r $ per occurrence Urnbrella Coveraoe 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 additianat insured.o Amount required for this Agreement: $5,000,000 The 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 agenis,'suppliers or Contractors as well as to any ternporary structures, scaffolding and pr6tective 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 ofInsurance with Endorsements/Exclusions, properly completed and in the amountrequired, 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 soie 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. Professional Services Agreement Page 19 of 22 Mattress Replacement cost to be determined at County walk through of unit. Bed Frame Replacement cost to be determined at County walk throu of unit. Carpeting Replacement cost to be determined at County walk thro of unit. Flooring Replacement cost to be determined at County walk of unit. Drywall Replacement cost to be determined at County walk h of unit. Doors Replacement cost to be determined at County walk through of unit. Windows Replacement cost to be determined at County walk of unit. Cabinets Replacement cost to be determined at County walk th h 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 h of unit Appliances Replacem ent 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 th of unit. Plumbing Replacement cost to be determined at County walk h of unit Professional Services Agreement Page21 of22 EXHIBIT "D'' Schedule of Costs Damages or missing items shall be compensated for as follows: ITEM VALUE Television with remote $257.00 Refrigerator $750.00 Microwave $e5.00 Nightstand $49.00 Dining Table and Chairs (1 3- piece set) $156.00 Twin Mattress (2)$130.00 each Bed Frame (2)$85.00 each Futon Couch $280.00 TV Stand $37.00 Towels (1 8-piece set)$32.00 Sheets (2 3-piece sets)$15.00 Comforters (2)$25.00 each Pillows (1 4-piece set)$40.00 Pots and Pan (1 18-piece set)$40.00 Carpeting $1,200.00 Flooring $800.00 Kitchen, $500.00 bath Drywall $30/hr for repair, by bid to replace Doors (4 interior, 1 exterior)$90.00 each Windows $400.00 Cabinets $30.00/hr to repair by bid to replace Kitchen Plumbing Fixtures $100.00 Bath Plumbing Fixtures $75.00 bath, $50.00 sink, $200.00 toilet replace Range $600 Countertops $3Omr to repair, by bid to replace Lighting Fixtures (5)$75 per fixture Electrical By bid Plumbing By bid