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HomeMy WebLinkAboutPSA HopesourcePROFESSIONAL SERVICES 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 (Scope of Work); Exhibit B (Compensation); Exhibit C (Proof of lnsurance), Exhibit D (Schedule of Costs) 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 15,2021and continue until October 15, 2022. This Agreement may be renewed for additional periods up to one year upon execution of a written amendment for renewal by the parties. Any pafi 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 lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes), 15 (Defense and lndemnity Agreement), 21 (PatenUCopyright lnfringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. lf o^, BOARD OF COUNTY COMMISSIONERS KITTITAS , WASHINGTON , lN WTNESS WHEREOF, the parties have executed this Agreement this ot No/, 2021. APPROVED: of Signatory 30 t 20211 n Susan Grindle cEo Print Name of Signatory Professional Services Agreement Page 1 of20 Doc lD: a2693e129e936f50d8dd64cee88e7b7f50381 aa9 r li]] i I rtl\\ Contractor Address: HopeSource 700 E Mountain View Ave, Unit 501 Ellensburg, WA 98926 Project Contact: Susan Grindle Chief Executive Officer Professional Services Agreement Page2 ot 20 Approved as to Form: Deputy Prosecuting Attorney County's Address: Kittitas County 205 West Sth Avenue, Suite 108 Ellensburg, WA 98926 Project Gontact: Chelsey Loeffers Health Promotion Supervisor Doc lD: a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 GENERAL CONDITIONS 1. Scope of Contractor's Selvices: Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Exhibit'A" during the Agreement period. No material, labor, orfacilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Performane of Work: Contractorshallperform work in accordancewith, and shallcomplywith, allof the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. Schedule of Pqrfornrance: Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitiorts:4.1 'Additional lnsureds" means the County, its successors and assigns, and the respective directors, offi@rs, employees, agents and representatives of the County and its successors and assigns.4.2 "Support" means the following: Contractor's directors, offi@rs, 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 orthis Agreement.4.3 The "Work" means all of the duties listed in ExhibitA and the performance of allother obligations, underthis Agreement by Contractor or its Support. 5. Accountino 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 Gontractor's service pursuant to the fee schedule set forth in Exhibit "8". Professional Services Agreement Page 3 of 20 Doc lD: a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 6. Assignment and Subcontractinq: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior wriften approval of the County. 7. I ndepej_denlC.gntracto[ 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 here under and allservices 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 lnsureds, 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 Emplovment: 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 notwithhold Federal or State income taxes. \Mrere required by State or Federal law, the Contractorauthorizes 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 lnternal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. lt 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 indemniff 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 Professional Services Agreement Page 4 of 20 Doc lD: a2693e129e936f50d8dd64cee88e7b7f50381aa9 personal property to which the County does not hold title FederalExcise Tax. The County is exempt from 10. Fegulations 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 suMivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11. Biohtto 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 afier contract termination, and shall make them available for such review, within Kiftitas 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 ol 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 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. 12.4 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. 13. Termination for Default: 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 or insolvency Prohssional Services Agreement Page 5 of20 Doc lD: a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 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. lf 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. lf 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 Conven ience parag raph 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. \A/henever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actualwork performed at unit contract prices for completed items of work. ln 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. \Mtenever 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. ln 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 & lndemnityAgreement: Professional Services Agreem ent Page 6 of20 Doc lD: a2693e129e936f50d8dd64cee88e7b7f50381aa9 The Contractor agrees to and shall defend, indemnifo and hold harmless the County, ils Additional lnsureds, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, seftlements, attorney's fees and costs by reason of any and allclaims and demands upon the County, itsAdditional 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 proper$ including loss of use thereot 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 Waiver: With respect to the performance of this Agreement and as to claims against the County, ils Additional lnsureds, ofiicers, 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 indemniff, 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. Withholdinq 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, untilsuch failure to perform is cured or otherwise 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 of20 Doc I D: a2693e 1 29e936f50d8dd64cee88e7b7f5038 1 aa9 20. Contractor Commitments, Warranties and Representations: The Contractor represents and warrants to the County as follows:20.1 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. 20.2 20.3 21. Disputes: 21.1 Professional Services Agreement Page 8 of20 20.4 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 lor the performance of its obligations under this Agreement. 20.5 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. 20.6 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. 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. General Differences between the contractor and the county, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County and the Contractor at the earliest possible time in order that such Doc I D: a2693e 1 29e936f50d8dd64cee88e7b7f5038 1 aa9 matters may be settled or other appropriate action promptly 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 otherwise 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 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, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and allcosts 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 orextension of time claimed to be due. 22. Ownership of ltems Produped; All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants orsub-Contractors, in connection with performance of thisAgreement shall be the sole and absolute property of the Contractor. 23. Confidentialitv: 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 provision. Professional Services Agreement Page 9 of20 Doc lD: a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 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. Noticq: 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 headof the department for whom services are rendered, and to the Kittitas County Commissioners, 205 WSth 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. $everabilitv: lf any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalldity 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:26.1 Either 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 fullforce and effect. 26.2 This Agreement embodies the entire Agreement between 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. 26.3 The 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 Gounty by any other provisions of this Agreement, or by law. 28.4 The 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. Professional Services Agreement Page 10 of20 Doc lD; a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 27. W-aiver: 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, 1 5, 1O, 17, 1 g, 1 g, 20, 21, 22, 23, ZT, 29, gO, and 31 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 29. Nondiscrimination: 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, maritalstatus, 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, nationalorigin, sex, sexualorientation, 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, nationalorigin, sex, sexualorientation, marital status, age or the presence of any sensory, mental 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 Page11of20 Doc lD: a2693e129e936f50d8dd64cee88e7b7f50381aa9 action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein, 30. Debarment Certification: The Contractor certifies that it: 31.1 ls 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 civiljudgment 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 ls 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 Coun$ had one or more public transactions (Federal, State, or local) terminated for cause of default. 31. Re-storation of Premises: Upon termination of this occupancy agreement, Contractor agrees 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. 32. No Tenancv: Relief from Eviction Laws: ln no event willthis 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, Prufessional Services Agreement Page 12 of20 Doc I D: a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 subdivisions or other bodies of any regional, local or other governments waive any such Eviction Laws. ln 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. 33. Federal Emergency Manaoement Aqency: Non-congregate sheltering must meet the requirements of the Federal Emergency ManagementAgency (FEMA). Afterthe initial 12-month period outlined in ExhibitA 'lScope 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 Sheltering). The County will be responsible for seeking necessary FEMA authorization and non- congregate sheltering extensions as required by law. Prcfessional Services Agreement Page 13 of20 Doc I D: a2693e 1 29e936f50d8dd64cee88e7b7f5038 1 aa9 EXHIBIT'A" SCOPE OF WORK ln addition to providing all material and labor, the Contractor shall perform the following services as detailed below: C.q4tractor Responsibi lities 1. Contractor will arrange for isolation housing for individuals confirmed by KCPHD to be under isolation or quarantine housing due to COVID-19 within a Kittitas County motel or hotel. 2. Contractor shall provide designated staff who will be responsible for the following: a. provide twice weekly check ins of each housed individual b. coordinate the provision of meals and other necessary basic needs services for individuals housed with entities authorized by KCPHD c. respond to questions from guests, county, and contracted service providers d. maintain list of unit occupancy 3. Contractor will provide an after-hours housing process to place individuals in units if needed outside of regular business hours. 4. County staff shall provide direct referrals to Gontractor for room occupancy. Referrals for placement may also be made by Kittitas Valley Healthcare and the Washington State Department of Children, Youth, and Families if during non- business hours. All business hours placements will be allowed only through KCPHD. 5. Contractor will ensure that hotel/motel placement site employees will not enter units while in use except in the event of an emergency. 6. Contractor will ensure that the hotel/motel placement site provides both a refrigerator and rnicrowave inside the guest's unit for safe storage and heating of prepared meals. 7. Contractor will ensure that the hotel/motel placement provides guests with three sets of towels per unit per guest once per week. 8. Contractor will ensure that the hotel/motel placement site provides guests with two sets of bed linens per unit per bed once per week. 9. Contractor will ensure that the hotel/motel placement site provides guests with toilet paper, tissues, and soap for units as needed once per week. 10. Contractor will ensure that the hotel/motel placement site will allow service animals in designated units as allowed or required pursuant to RCW 70.84.021. 11. Contractor will ensure that the hotel/motel placement site collects soiled towels and linens as needed and replace with clean sets once per week or as needed. Professional Services Agreement Page 14 of20 Doc lD: a2693e129e936f50d8dd64cee88e7b7f50381aa9 Towels and linens will be placed in garbage bags provided by the Contractor and placed outside the room by the occupant to prevent any contact with staff. Contractor is responsible for ensuring that staff wears appropriate personal protective equipment (PPE). 12. Contractor will ensure that the hotel/motel placement site 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. 13. Contractor will coordinate with hotel/motel placement site and County contracted cleaning service at the end of a guest's stay to facilitate professional decontamination. 14. lf requested, the Contractor will coordinate allowing 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. Cou nty Responsi bilitiee 1. County shall provide professional decontamination of each occupied room between each occupant and at the conclusion of contracted services. 2. County shall provide PPE as needed to hotel/motel placement site upon Contractor's request for collection and processing of garbage, towels, and linens. 3. County agrees to deliver rooms in their original state at the end of the use period. 4. County is responsible for any damages (excluding regular wear and tear) and missing items up to $5,000 per unit during the use period. Missing or damaged item replacement cost will be based upon the attached schedule of costs detailed in Exhibit D, "Schedule of Costs." 5. County occupants per this contract will not be able to use common areas of the hotel or motel 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. Gontractor will contact County regarding enforcement concerns. County will assess the situation and alert the Kittitas County Sheriffs Department if the individual continues to deff the isolation requirements despite a verbal reminder. Professional Services Agreement Page 15 of20 Doc lD: a2693e129e936f50d8dd64cee88e7b7f50381aa9 EXHIBIT "B" COMPENSATION As full compensation for satisfactory performance of the work, the County shall pay Contractor compensation as follows. The County agrees to pay at a rate of no more than $150 per night for individuals housed at a local motel or hotel. Exact rate will be determined based on final location. The county will provide a security deposit of $1s00, which is already in the possession of the Contractor at the time of this agreement. Deposit will be returned at the end of the12-month period; amount returned will be contingent on any damages to unit or unit furnishings. Damages (excluding normalwear and tear) or missing items shall be deducted from the deposit according to Exhibit "D" Schedule of Costs. lf 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. a a o Reimbursement Procedureso Contractor shall submit invoices twice per month for billing periods of the 1st through 1Sth and 16th through the 318t. lnvoices may be emailed to Katie Odiaga at Kittitas Cou nty Public Health, katie. odiaga@co.kittitas.wa. us.. All invoices must include the Gontract 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 fiftn 15tt'; working day of the month following the end of the fiscal year.. The Gounty 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. Professional Services Agreement Page 16 of20 Doc lD; a2693e129e936f50d8dd64cee88e7b7f50381aa9 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 shallbe 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 Reports unless otherwise 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: [J Commercial General Liabilitv lnsurance Coverage limits not less than:r $2,000,000 per occurrence/$4,000,000 aggregateo Certificate Holder - Kittitas County. The Certificate must name Kiftitas County as additional insured (which shall include The County, its Board, officers, agents and employees)o Sixty (60) days written notice to the County of cancellation of the insurance policy fl Qommercial Automobile Liability lnsurance (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 limit Professional Services Agreemenl Page 17 of20 Doc I D: a2693e I 29e936f50d8dd64cee88e7b7f5038 1 aa9 Additional C Ma BeR I Professional Services Agreement Page 18 of20 Thirty (30) days written notice to the County of cancellation of the insurance policy. X Workers' Compensation Workers'Compensation in amounts required by law X Stop Gao/Emplovers Liabilitv Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $1,000,000 disease - each employee ' Thirty (30) days written notice to the County of cancellation of the insurance policy. fl Professional Liability The Contractor and/or its Sub-Contractor and/or its consultant providing professional services shall provide evidence of Professional Liability lnsurance covering professionalerrors and omissions. Such policy must provide the following minimum limits:. $1,000,000 per claim. $2,000,000annualaggregate ' lf 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. I Pollution Liabitity The Contractor shall provide a Pollution Liability policy, providing coverage for claims involving bodily injury, property damage (including loss of use of tangible propertythat 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:r Contractor's operations related to this project; and/oro Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/orr TransPortation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage:r $ per claimr $ annualaggregate I Propertv Damaoe Doc lD: a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 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 X Umbrella 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.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 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 conkact shall form until and unless a copy of the Certificate of lngurance 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 cauie 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. Professional Services Agreement Page 19 of20 Doc I D. a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 EXHIBIT "D'' Schedule of Gosts Damages or missing items shall be compensated for as follows: ITEM Television with remote Phone Desk Lamp Refrigerator Microwave lroning Board lron Lamp Luggage Rack AM/FM Clock Radio Headboard Desk Desk Chair Night Stand Dining Table Dining chair Mattress Bed Frame VALUE $875.00 $75.00 $e5.00 $195.00 $105.00 $4s.00 $48.00 $110.00 $45.00 $105.00 $255.00 $565.00 $195.00 $215.00 $450.00 $125.00 $725.00 $125.00 Professional Services Agreement Page 20 of20 Doc lD: a2693e1 29e936f50d8dd64cee88e7b7f50381 aa9 Kittitas County Review Form Grants & Contract Agreement Contract/Gra nt I nformation Recommendation for Board of Health Review on verification the contracting Agency is not suspended/Disbarred: Today's Date 7LlO8/2021 PA Camas Request #:53074 Fund/Department 116-Public Health Agenda Date: 11116 /202I Contract /Grant Agency: Hopesource Period Begin Date: 10/15/202L Period End Date: tO/tS/2O22 Total Grant/Contract Amount: See Exhibit B Grant/Contract N umber: This PSA is to contract with HopeSource to coordinate housing in local hotels/motels and basic needs for individuals and families who are under isolation or quarantine orders due to COVID-19 and are not able to safely remain at their residence or are currently experiencing homelessness. Contract/Grant Su mmary: o Department Head Sign *Director Darct le Prosecutor's Office ditor's Office Date F 5u si re itorAud Boaand ofrd Heat Ith ewRevi and CommentKittitas County P AP [] Agency is not suspended/disbarred I Not Checked (reason) Grant/Contract Review Page 1 Financial lnformation lnformation Pass lnformation Prosecutor Review TotalAmount State Funds $Federal Funds Percentage County Funds Matching Funds $CFDA# ln-Kind S Explain ls Equipment being purchased?Who owns equipment? New Personnel being hired?Contact HR hiring - reporting requirements Future impacts or liability to Kittitas County: Budget Amendment Needed? New Division Created? Yes ! attach budget form No Dl why not ExpenseCode 1I6.6L2.39.23.54LOt Agency to Pass Through Amount to Pass Through s Sub-Contract Approved Date: Has the Prosecutor reviewed this agreement?Yes No Cou De rtments lm cted BOCC roval Needed? ment of Track lnformation Reviewer Date Grant/Contract Review page 2 Auditor Facilities Maintenance lnformation Services Human Resource Prosecutor Treasurer Yes I NoE Staff Member Presenting: Chelsey Loeffers Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application