Contract - 02-22-2022 - 11874 - Contract with Emergency Support Shelter for Shelter Operations AS-11874 Motion Items 7. BOCC Agenda (formal Tuesday Agenda) Meeting Date: 02/22/2022 Contract with Emergency Support Shelter for Shelter Operations - Document Recording Submitted For: Carole Harrison Submitted By: Marie Dang Department: Health/Human Services Information Subject and Summary Statement This Contract#22-003 with the Emergency Support Shelter is to provide domestic violence shelter and supportive services for individuals who are fleeing violence and abuse and who need to access housing and housing related services. The maximum consideration for this contract shall not exceed $100,000.00 during the period January 1, 2022 through December 31, 2022, funded through Document Recording Fees for housing and homelessness programs. Will Staff Attend - NAME OF STAFF Yes, Gena James. Department Recommendation It is the recommendation of the Cowlitz County Health and Human Services that the Cowlitz County Board of Commissioners move to approve this contract with Emergency Support Shelter effective January 1, 2022 through December 31, 2022. Fiscal Impact Expenditure Required $: 100,000.00 Budget Sufficient Y-N: Y Amendment Required Y-N: N Source of Funds -What Dept ? : 18401/270100 Grant Y-N: N Attachments 22-003 ESS Shelter Ops ESS Insurance Form Review Inbox Reviewed By Date Jamie Hopps Jamie Hopps 02/01/2022 10:26 AM Gena James Gena James 02/04/2022 02:18 PM Tiffany Ostreim,Clerk of the Board Tiffany Ostreim 02/14/2022 02:12 PM Form Started By: Marie Dang Started On:01/31/2022 11:20 AM Final Approval Date:02/14/2022 Uo*%%TZ CO& PROFESSIONAL SERVICES AGREEMENT f Contract Number: �'QsklNGTC� 22-003 THIS AGREEMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, (hereinafter called "County'or"Cowlitz County")and Name: Emergency Support Shelter Address: 1330 11'h Avenue Longview, WA 98632 Phone No: (360)353-5777 (hereinafter called "Contractor'). This Agreement is comprised of: ® Attachment A—Scope of Work i ® Attachment B—Compensation ® Attachment C—General Conditions ® Attachment D—Special Terms and Conditions and Retirement Status Form (signature required) copies of which are attached hereto and incorporated herein by this reference as if fully set forth, The term of this Agreement shall commence on the 1 st day of January, 2022 and shall, unless terminated as provided elsewhere in the Agreement,terminate on the 31st day of December, 2022. IN WITNESS WHEREOF, the parties have executed this Agreement on this day of 20�Z-- CONTRACTOR, BOARD OF COUNTY COMMISSIONERS Qz COWLITZ COUNTTY,�WASHINGTON lnatur� Den is P. Weber. Chair, an r_ .'/�'/�— Ja Ja sch m inner Prin me: k Arne Mortensen,Commissions Title: ATTEST: 4 �,� �� • CONTRACT HAS BEEN APPROVED AS TO FORM BY COWLITZ COUNTY , Clerk of the Board PROSECUTING ATTORNEY Date 4. Additional Requirements:The contractor will maintain and make available, if requested, documentation demonstrating accomplishments of the contract. Such documentation may include, but is not limited to,the following: a. Services provided b. Number of hours of service c. Data Collection d. Completed evaluation tools e. Backup reports/data for invoicing. 5. Site Visits:The contractor will coordinate visits with the County Project Manager for contract compliance, organizational due diligence, program evaluation, technical assistance, and Continuous Quality Improvement. 22-003 3 of 14 Last Date Revised: 12/31/2021 Admin Form:1602 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B Utilities _ Indirect 10,000.00 Total 100,000.00 d. Duplication The Contractor assures that work performed and invoiced does not duplicate work to be charged to the County and State of Washington under any other Contract or agreement with the Contractor. e. Recovery of Costs Claimed in Error: If the Contractor claims and the County reimburses for expenditures under this Contract which the County later finds were one(1)claimed in error or two(2) not allowable costs under the terms of the Contract, the County shall recover those costs and the Contractor shall fully cooperate with the recovery. 3. Advance Payment and Billing Limitations. a. Advance Payment The County shall not make any payments in advance or in anticipation of the delivery of services to be provided pursuant to this Contract. b. Authorized Services The County shall pay the Contractor only for authorized services provided in accordance with this Contract. If this Contract is terminated for any reason, the County shall pay only for services authorized and provided through the date of termination. 22-003 5 of 14 Last Date Revised: 12/31/2021 Admin Form:1602 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C 8. Modifications. Either party may request changes in the Agreement.Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt 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 contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract.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 agrees to bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 10. Termination for Public Convenience, The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County.Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work.An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon thirty(30)days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies. 12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated: a. The Contractor shall cease to perform any services required hereunder as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any. b. The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination. c. If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability. 13. Defense and Indemnity Agreement. To the fullest extent permitted by law and except to the extent caused by the sole negligence of the County, the Contractor shall indemnify, defend and hold the County and its appointed and elected officers, agents and employees, and volunteers, harmless from and against any and all claims for any injuries, death or damage to persons or property(including any loss of use resulting therefrom), directly or indirectly arising out of, resulting from, or in connection with performance of this Agreement.Contractor's obligation to indemnify, defend and hold harmless includes any claim by Contractor's agents, employees, representatives, or any subcontractor or its employees. Contractor expressly agrees to indemnify, defend and hold harmless the County from any claims arising out of or incident to either Contractor's or its Subcontractor's performance or failure to perform this Agreement. It is further agreed by and between the parties that in no event shall any County appointed or elected officer, agent, employee, or volunteer, when executing their official duties in good faith, be in any way personally liable or responsible for any agreement or performance contained herein, whether express or implied, nor for any statement or representation made herein or in any way connected with this Agreement. The foregoing indemnification obligations of the Contractor are a 22-003 7 of 14 Last Date Revised: 12/31/2021 Admin Form: 1602 7 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C a. General. Differences between the Contractor and the County, arising under and by virtue of the contract documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, instructions, and decision of the County Project Manager shall be final and conclusive thirty(30)days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Project Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error. In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Project Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Cowlitz County within fifteen (15)days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered. b. Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for(1)any act or failure to act by the County Project Manager or 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 insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. c. 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 accomplishment 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 the extension of time claimed to be due. 21. Ownership of Items Produced and Public Disclosure.All writings, programs, data, art work, music, maps, charts, tables, illustrations, records or other written, graphic, analog or digital materials prepared by the Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the County and constitute"work made for hire"as that phrase is used in federal and/or state intellectual property laws and Contractor and/or its agents shall have no ownership or use rights in the work. Except as to data or information in the public domain or previously known to Contractor or required to be disclosed by law, subpoena or other process, the following shall apply: a. Correspondence, emails, reports and other electronic or written work product will be generated between the Contractor and County during the course of this Contract. This Contract and such work product in the possession of Contractor may be deemed public records subject to disclosure under the Washington State Public Records Act, Chapter 42.56 RCW (Public Records Act). Thus,the County shall be required, upon request, to disclose this Contract and all documents related to it unless an exemption under the Public Records Act or other laws applies. Contractor shall fully cooperate with and assist the County with respect to any request for public records received by the County related to the services performed under this Contract. b. Should County receive a request for disclosure, County agrees to provide Contractor ten (10) days written notice of impending release, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise prevent such release, provided that all expense of any such litigation shall be borne by Contractor, including any damages, attorney's fees or costs awarded by reason of having opposed disclosure, and further provided that County shall not be liable for any release where notice was provided and 22-003 9 of 14 Last Date Revised: 1 2/3 112 02 1 Admin Form:1602 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page. 30. Severability. If any term or condition of this contract or the application thereof to any person(s)or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end,the terms and conditions of this contract are declared severable. 31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal, state and local statues, ordinances and regulations; b. Scope of Work(Attachment A)and Compensation (Attachment B); c. Special Terms and Conditions (Attachment D); and d. General Conditions (Attachment C). e. Any other material incorporated herein by reference. 32. Waiver.Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees. 34. Construction.This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party. 35. Survival.Without being exclusive, Paragraphs 4, 7, 13-19,21-22 and 30-35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part.Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive. 36. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. 22-003 11 of 14 Last Date Revised: 12/31/2021 Admin Form: 1602 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D requirements. [This endorsement shall not be required if the Contractor is a governmental entity and is insured through a governmental entity risk pool authorized by the State of Washington.] The Contractor shall, for each required insurance policy, provide a Certificate of Insurance, with endorsements attached, evidencing all required coverages, limits, deductibles, self-insured retentions and endorsements and which is conditioned upon the County receiving thirty(30)days prior written notice of reduction in coverages, cancellation or non-renewal. Each Certificate of Insurance and all insurance notices shall be provided to: ATTN: County Project Manager, Cowlitz County Health & Human Services, 1952 911 Avenue, Longview,WA 98632.This Agreement shall be void ab initio if the proof of coverage is not timely supplied. The insurance maintained under this Agreement shall not in any manner limit or qualify the liabilities or obligations of the Contractor under this Agreement.All insurance policy deductibles and self-insured retentions for policies maintained under this Agreement shall be paid by the Contractor. Compensation and/or payments due to the Contractor under this Agreement are expressly conditioned upon the Contractor's strict compliance with all insurance requirements. Payment to the Contractor shall be suspended in the event of non-compliance. Upon receipt of evidence of I Contractor's compliance, payments not otherwise subject to withholding or set-off will be released to the Contractor. This Agreement shall be void ab initio if the proof of coverage is not timely supplied. If the Errors and Omissions or Professional Liability insurance obtained is an occurrence policy as opposed to a claims-made policy, the Extended Reporting Period Endorsement is not required. 2. Debarment Certification. The Contractor, by signature to this Agreement, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in this Agreement by any federal department or agency from participating in transactions (Debarred). The Contractor also agrees to include the above requirement in all subcontracts into which it enters. The Contractor shall immediately notify the County if, during the term of this Contract,the Contractor becomes debarred. The County may immediately terminate this Contract by providing Contractor written notice if Contractor becomes debarred during the term hereof. i 22-003 13 of 14 Last Date Revised: 12/31/2021 Admin Form: 1602