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
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CONTRACTOR, BOARD OF COUNTY COMMISSIONERS
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Den is P. Weber. Chair, an
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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.
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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
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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
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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.
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Last Date Revised: 12/31/2021
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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
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Last Date Revised: 12/31/2021
Admin Form: 1602