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HomeMy WebLinkAboutHope Source 10.15.2022-10.15.2023Kittitas County Review Form Grants &Contract Agreement Today's Date PA Camas Request #:04/06/2023 Fund/Department Agenda Date:116-Public Health Contract/Grant Information Contract /Grant Agency:Hopesource Period Begin Date:10/15/2022 Period End Date:10/15/2023 Total Grant/Contract Amount:$150.00 per night Grant/Contract Number: Contract/Grant Summary: •This PSA is to contract with HopeSource to coordinate housing in local hotels/motelsand 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. Recommendation for Board of Health Review on Department Head Signature:,Director Date: Kittitas County Prosecutor,Auditor,and Board of Health Review and Comment: APPROVED AS TO FORM: Signature of Prosecutor's Office Date Signature of Auditor's Office Date Verification the contracting Agency is not Suspended/Disbarred: Agency is not suspended/disbarred O Not Checked (reason) Grant/Contract Review Page 1 Financial Information Total Amount State Funds $Federal Funds Percentage County Funds Matching Funds $CFDA# In-Kind $ Explain Is Equipment being purchased?Who owns equipment? New Personnel being hired?Contact HR hiring -reporting requirements Future impacts or liability to Kittitas County: Budget Information Budget Amendment Yes attach budget form No why not Needed? New Division Created? Expense Code:116.612.39.23.54101 Revenue Code:116.612.39.23.333.93.324 Pass Through Information Agency to Pass Through Amount to Pass Through $ Sub-contract Approved Date: Prosecutor Review Has the Prosecutor reviewed this agreement?Yes No County Departments Impacted Auditor Facilities Maintenance Information Services Human Resource Prosecutor Treasurer BOCC Approval Needed? Yes No Staff Member Presenting:Chelsey Loeffers Assignment of Tracking Information Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application Grant/Contract Review Page 2 Reviewer Date Grant/Contract Review Page 3 PROFESSIONALSERVICES 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 Insurance),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 15,2022 and continue until October 15,2023.This Agreement may be renewed for additional periods up one year upon execution of an amendment for renewal by the parties.Any party may terminate thisAgreementbygivingthirty(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 ,2023. APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY,WASHINGTON Signature of Signatory Chairman (Date ) Professional Services Agreement Hopesource Page 1 of 20 Print Name of Signatory Vice-Chairman Commissioner Attest: Clerk of the Board Approved as to Form: By: Deputy Prosecuting Attorney Contractor Address:County's Address: HopeSource Kittitas County 700 E Mountain View Ave,Unit 501 205 West 5th Avenue,Suite 108 Ellensburg,WA 98926 Ellensburg,WA 98926 Project Contact:Project Contact: Brittany Bouchouari Kate Johnson,BSN,RN Director of Operations Communicable Disease Supervisor Professional Services Agreement Hopesource Page 2 of 20 GENERALCONDITIONS 1.Scope of Contractor's Services: 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,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: 4.1 "Additional Insureds"means the County,its successors and assigns,and the respective 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. 4.3 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 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 actualnumberofdaysworkedeachmonth,total number of hours for the month,and the total dollarpaymentrequested.Unless specifically stated in Exhibit "B"or approved in writing inadvancebytheKittitasCountyBoardofCommissioners,the County will not reimburse theContractorforanycostsorexpensesincurredbytheContractorinperformanceofthisAgreement. Where required,the County shall,upon receipt of appropriate documentation,compensate the Contractor,no more often than monthly,through the County voucher system,for theContractor's service pursuant to the fee schedule set forth in Exhibit "B". Professional Services Agreement Hopesource Page 3 of 20 6.Assignment and Subcontractinq: No portion of this Agreement may be assigned or subcontracted to any other individual,firm or entity withoutthe 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 paytaxesoncompensationearnedpursuanttothisAgreement. 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: Professional Services Agreement Hopesource Page 4 of 20 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.Requlations 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 designeeshallhavetherighttoreviewandmonitorthefinancialandservicecomponentsofthis program by whatevermeans 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 deemspertinenttotheAgreementanditsperformance,and any and all communications with orevaluationbyservicerecipientsunderthisAgreement.The Contractor shall preserve and maintain all financial records and records relating to the performance of work under thisAgreementfor6yearsaftercontracttermination,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 If 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 theperformanceoftheWorkshallbemadetoreflectsuchanincreaseor 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 If 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: Professional Services Agreement Hopesource Page 5 of 20 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 PublicConvenienceparagraphhereof. 14.Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the Countydetermines,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 adjustmentshall be made in the compensation payable to Contractor. An equitable adjustmentin 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,whetherfor default or convenience,shall not constitute a breach of contract by theCounty. 14.A Termination for Contractor Convenience: The Contractor may terminate the Agreement in whole or in part whenever the Contractordetermines,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,theContractorshallbeentitledtopaymentforactualworkperformedatunitcontractpricesfor completed items of work.In the event of such termination,an equitable adjustmentshall 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 Professional Selvices Agreement Hopesource Page 6 of 20 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 thisAgreement. 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 Professional Services Agreement Hopesource Page 7 of 20 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: 20.1 The Contractor is duly incorporated,validly existing and in good standingunderthelawsoftheStateofWashingtonandhasallrequisitecorporatepowerandauthoritytoenterintoandtoperformitsobligationsunderthisAgreement. 20.2 The Contractor has the authority to execute this Agreement,to make therepresentationsandwarrantiessetforthinitandtoperformtheobligationsoftheContractorunderthisAgreementinaccordancewithits terms. 20.3 This Agreementhas been validly executed by an authorizedrepresentativeoftheContractorandconstitutesavalidandlegally binding and enforceable obligation of Contractor. 20.4 The Contractor has or will obtain prior to the commencementdate such licenses,permits and other authorizations from federal,state and othergovernmentalauthorities,as are necessary for the performance of itsobligationsunderthisAgreement. 20.5 The Contractor is not in violation of any applicable law,ordinance,orregulationtheconsequenceofwhichwillormaymateriallyaffect Contractor's ability to perform its obligationsunder this Agreement.TheContractorisnotsubjecttoanyorderorjudgmentofanycourt,tribunal orgovernmentalagencywhichmateriallyandadverselyaffectsitsoperationsorassetsintheStateofWashington,or its ability to perform its obligationsunder 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 obligationscontemplated under this Agreement, contains or will contain any untrue statementof a material fact or omits or will omit to state a material fact necessary to make the statementsof fact contained therein not misleading. Professional Services Agreement Hopesource Page 8 of 20 21.Disputes: 21.1 General Differences between the Contractor and the County,arising under and byvirtueoftheAgreementDocumentsshallbebroughttotheattentionofthe 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 specified andwithinthetimelimitsstated,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 eventgiving 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 insofar as possible,the amount of the potential claim.Contractorshallkeepfullandcompletedailyrecordsoftheworkperformed,labor and material used,and all costs and additional time 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 detailedwrittenstatementofeachelementofcostorothercompensationrequested and of all elements of additional time required,and copies of any supportingdocumentsevidencingtheamountorextensionoftimeclaimedtobedue. 22.Ownership of Items Produced: All writings,programs,data,public records or other materials prepared by the Contractorand/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 theconfidentialityofallclients,resident or medical information provided by the County oracquiredbytheContractorinperformanceofthisAgreement,except upon the prior writtenconsentoftheKittitasCountyProsecutingAttorneyoranorderenteredbyacourtafter Professional Services Agreement Hopesource Page 9 of 20 having acquired jurisdiction over the County.Contractor shall immediately give to theCountynoticeofanyjudicialproceedingsseekingdisclosureofsuchinformation.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 thesignaturepage.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)orcircumstancesisheldinvalid,such invalidity shall not affect other terms,conditions orapplicationswhichcanbegiveneffectwithouttheinvalidterm,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 thisAgreementshallnotbeconstruedasawaiverorrelinquishmenttoanyextent 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. 26.2 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 thisAgreementshallbevalidunlesssetforthinawritteninstrumentsignedbythe party to be bound thereby. 26.3 The rights and remedies of both parties set forth in any provision of thisAgreementareinadditiontoanddonotinanywaylimitanyotherrightsof remedies afforded to the County by any other provisions of this Agreement, or by law. Professional Services Agreement Hopesource Page 10 of 20 26.4 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. 27.Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiverof 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 31 shall survive,notwithstandingthe termination or invalidity of this Agreement for any reason. 29.Nondiscrimination: 29.1 The County is an equal opportunity employer. 29.2 Nondiscrimination in Employment In the performance of this Agreement,the Contractor will not discriminate against any employee or applicant for employment on thegroundsofrace,creed,color,national origin,sex,sexual orientation,marital status,age or the presence of any sensory,mental orphysicalhandicap;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,andthatemployeesaretreatedduringemploymentwithoutdiscrimination because of their race,creed,color,national origin,sex,sexual orientation, marital status,age,or the presence of any sensory,mentalor 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,andprogramsfortrainingincludingapprenticeships.The Contractor shall takesuchactionwithrespecttothisAgreementasmayberequiredtoensurefullcompliancewithlocal,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, Professional Services Agreement Hopesource Page 11 of 20 color,national origin,sex,sexual orientation,marital status,age or the presence of any sensory,mental or physical handicap. 29.4 If any assignmentand/or subcontracting has been authorized by the County,said assignmentor subcontract shall include appropriate safeguards against discrimination.The Contractor shall take such action as may be required to ensure full compliance with theprovisionsintheimmediatelyprecedingparagraphsherein. 30.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 Federaldepartmentoragency. 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 renderedagainstthemforcommissionoffraudoracriminaloffenseinconnection with obtaining,attempting to obtain,or performing a public or privateagreementortransaction,violation of Federal or State antitrust statutesorcommissionofembezzlement,theft,forgery,bribery,falsification ordestructionofrecords,making false statements,tax evasion,receivingstolenproperty,making false claims,or obstruction of justice. 31.3 Is not presently indicted for or otherwise criminally or civilly charged by agovernmentalentity(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)terminatedfor cause of default. 31.Restoration of Premises: Upon terminationof this occupancy agreement,Contractor agrees that the equipmentinstalledbytheCountyshallbeandremainthepropertyoftheCounty,and County shallremovesuchpropertywhenvacatingthepremises.County shall restore the Occupied Space,to the condition as originally received by the County and existing prior to theinstallationofanyoftheCounty's property,including,without limitation,restoration and repair of all surfaces,floors,walls,ceilings,including restoring damaged floor tile andpatchingandrepaintingdamagedwallsurfacestomatchadjacentexistingsurfaces, and including restoration and repair of all furnishings,fixtures and equipment.Countyshallcleanthepremisesperthethencurrenthealthandsafetyprotocolsestablishedbypublichealthofficialsduringthetermandimmediatelypriortovacatingthepremises. 32.No Tenancy,Relief from Eviction Laws: Professional Services Agreement Hopesource Page 12 of 20 In no event will this Agreementbe deemed or construed to run with the land or createanytenancyorotherpermanentpossessoryrightsonthepartoftheCountyorits 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 CountyshallwaivetheapplicabilityofallEvictionLawswithrespecttothePropertyandensurethatanyandallotherapplicablegovernmententities,agencies,instrumentalities, subdivisions or other bodies of any regional,local or other governmentswaive any suchEvictionLaws.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 individualsshelteroccupancyAgreement. 33.Federal Emerqency ManagementAgency: Non-congregate sheltering must meet the requirements of the Federal EmergencyManagementAgency(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 extensionsas required by law. Professional Services Agreement Hopesource Page 13 of 20 EXHIBIT "A" SCOPE OF WORK In addition to providing all material and labor,the Contractor shall pedorm the followingservicesasdetailedbelow: Contractor Responsibilities 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 Contractor 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 hotellmotelplacement site employeeswill not enter units while in use except in the event of an emergency. 6.Contractor will ensure that the hotellmotelplacement site provides both a refrigerator and microwave inside the guest's unit for safe storage and heating ofpreparedmeals. 7.Contractor will ensure that the hotellmotelplacement provides guests with three sets of towels per unit per guest once per week. 8.Contractor will ensure that the hotellmotelplacement 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 guestswithtoiletpaper,tissues,and soap for units as needed once per week. 10.Contractor will ensure that the hotellmotelplacement site will allow service animals in designated units as allowed or required pursuant to RCW 70.84.021. Professional Services Agreement Hopesource Page 14 of 20 11.Contractor will ensure that the hotellmotelplacement site collects 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). 12.Contractor will ensure that the hotellmotelplacement 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.Contractor will ensure that the hotellmotelplacement site ensures that staff wears appropriate PPE. 13.Contractor will coordinate with hotellmotelplacement site and County contracted cleaning service at the end of a guest's stay to facilitate professional decontamination. 14.If requested,the Contractor will coordinate allowingCounty staff to perform a walk-throughof 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 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 hotellmotelplacement site if notified by Contract 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.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 Hopesource Page 15 of 20 EXHIBIT "B" COMPENSATION As full compensation for satisfactory performance of the work,the County shall payContractorcompensationasfollows. .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 $1500,which is already in the possession of the Contractor at the time of this agreement.Deposit will be returned at the end of the12-monthperiod;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 extensionof the unit use after the 12-month period,the Contractor will retain the security deposit until the end of the extended use period. ReimbursementProcedures •Contractor shall submit invoices twice per month for billing periods of the 1st through 15th and 16th through the 3161.Invoices may be emailed to Katie Odiaga at Kittitas County Public Health,katie.odiaga@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 expensesas 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 expensesoccurred unless otherwise approved by the County. Professional Services Agreement Hopesource Page 16 of 20 EXHIBIT "C" PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of theWorksuchinsuranceaswillprotectContractor,its Support and the Additional Insuredsfromallclaims,losses,harm,costs,liabilities,damages and expenses arising out ofpersonalinjury(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 itsSupport. All insurance shall be issued by companies admitted to do business in the State ofWashingtonandhavearatingofA-,Class Vil or better in the most recently published edition of Best's Reports unless otherwise approved by the County.If an insurer is notadmitted,all insurance policies and procedures for issuing the insurance policies mustcomplywithChapter48.15 RCW and 284-15 WAC. Contractor shall furnish the County a Certificate of Insurance to include the PolicyEndorsements/Exclusionsas evidence that policies providing insurance required by thisAgreementareinfullforceandeffect.Contractor hereby waives all rights of recourse,including any right to which another may be subrogated,against Kittitas County forpersonalinjury,including death,and property damage.Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with anyotherinsurancemaintainedbyKittitasCounty. 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 policy Commercial AutomobileLiability insurance (if ANY use of vehicle in performance)AutomobileLiability for owned,non-owned,hired,and leased vehicles (MCS 90endorsementandaCA9946endorsementmustbeattachedif'pollutants'are to be transported) •Coverage limits not less than: Professional Services Agreement Hopesource Page 17 of 20 ·$1,000,000 combined single limit •Thirty (30)days written notice to the County of cancellation of the insurance policy. Additional Covera.e May Be Re.uired: Workers'Compensation Workers'Compensation in amounts required by law Stop Gap/Employers Liability 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. Professional Liability The Contractor and/or its Sub-Contractor and/or its consultant providingprofessionalservicesshallprovideevidenceofProfessionalLiabilityInsurance covering professional errors and omissions.Such policy must provide the following minimum limits: •$1,000,000 per claim •$2,000,000 annual aggregate •If insurance is on a claims-made form,its retroactive date,and that of allsubsequentrenewals,shall be no later than the effective date of this Agreement. O Pollution Liability The Contractor shall provide a Pollution Liability policy,providing coverage for claims involving bodily injury,property damage (including loss of use of tangible property that has not been physically injured),cleanup costs,remediation,disposal or other handling of pollutants,including costs and expenses incurred in the investigation,defense,or settlementof claims arising out of: .Contractor's operations related to this project;and/or •Remediation,abatement,repair,maintenance or other work with lead-based paint or materials containing asbestos;and/or •Transportationof hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage: •$per claim •$annual aggregate Professional Services Agreement Hopesource Page 18 of 20 Property Damage The Contractor shall provide a policy that covers damage to Kittitas County facilities,including buildings,equipment,grounds,etc.Such policy shall provide the following minimum coverage: •$per occurrence 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 additionalinsured. •Amount required for this Agreement:$5,000,000 The Contractor shall assume full responsibility for all loss or damage from any causewhatsoevertoanytools,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 ofInsurancewithEndorsements/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 Agreementshall 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. Professional Services Agreement Hopesource Page 19 of 20 EXHIBIT "D" Schedule of Costs Damages or missing items shall be compensated for as follows: ITEM VALUE Televisionwith remote $875.00 Phone $75.00 Desk Lamp $95.00 Refrigerator $195.00 Microwave $105.00 Ironing Board $45.00 Iron $48.00 Lamp $110.00 Luggage Rack $45.00 AM/FM Clock Radio $105.00 Headboard $255.00 Desk $565.00 Desk Chair $195.00 Night Stand $215.00 Dining Table $450.00 Dining chair $125.00 Mattress $725.00 Bed Frame $125.00 Professional Services Agreement Hopesource Page 20 of 20