Professional Services Contract with Realiable Enterprises for the Magnolia Project BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF LEWIS COUNTY, WASHINGTON
IN RE:
Approving Professional Services Contract between )
Lewis County and Reliable Enterprises for the Magnolia ) RESOLUTION No. $- P 6'8
Project
WHEREAS, the Board of County Commissioners, Lewis County, Washington, has
reviewed the Professional Services Contract, #R01-0016-18, between Lewis County and
Reliable Enterprises for the period of January 1, 2018 through December 31, 2019; AND
WHEREAS, funding is available from the .1 of 1% Sales and Use Tax imposed by the
adoption of Ordinance 1224 on June 20, 2011, in the amount of $73,902 per year for two
years for a total of $147,804; AND
WHEREAS, this contract will provide permanent supportive housing at the Magnolia
Project property; AND
WHEREAS, it appears to be in the best public interest to authorize the execution of said
contract for Lewis County;
NOW, THEREFORE BE IT RESOLVED that the Professional Services Contract
between Lewis County and Reliable Enterprises for $73,902 per year for two years from
January 1, 2018 through December 31, 2019 is hereby approved and the Director of Public
Health & Social Services is authorized to sign the same.
DONE IN OPEN SESSION this 12 day of P,I9 , 2018.
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan ►1eyer, secuting Attorney LEWIS COUNTY, WASHINGTON
:y: Dav'• F e Fund, Chaf
Deputy Prosecuting Attorney
ATTEST: s•••••e Robert C. Jackson, Vice Chair
•• `ScouN:r ••
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s SINCE �'a• 'm 5Xhqp)/Y Ri eva Lester, Clerk of th• "ardi 45 z°� Gary Sta per, Memr
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Public Health 360 NW North Street
-sit IL-
Social Services Chehalis WA 98532 COUNTY
r4'n,hington'a First f.'otrnty
Professional Services Contract
Contract#: R01-0016-18
Contract Name: Reliable Enterprises
Preamble
1. Purpose
This contract is entered into between Lewis County, hereinafter called County, and Reliable
Enterprises, hereinafter called Contractor, for the purpose of providing permanent
supportive housing at their Magnolia Project property for individuals with a primary mental
health diagnosis who are experiencing homelessness.
2. Parties
Each party to this contract shall have a contract representative empowered to enter into this
contract on behalf of their party. Each party may change its representative upon providing
written notice to the other party. The parties' Contract Representatives for this contract are:
For the County: Contract Officer
Katie Strozyk
katie.strozyk @lewiscountywa.gov
(360)740-1430
For the Contractor: Chief Financial Officer
Lauri Denney
ldenney @reliableenterprises.org
(360) 736-9558 ext. 105
3. Authorization
Only the Lewis County Board of County Commissioners, Director of Lewis County Public
Health & Social Services, or its designated Contract Officer identified herein, shall have the
expressed, implied, or apparent authority to alter, amend, modify, or waive any clause or
condition of this contract. Furthermore, any alteration, amendment, modification, or waiver
of any clause or condition of this contract is not effective or binding unless made in writing
Danette D. York, M.P.H., C.P.H. Director
o 360.740.1223 F 360.740.1472 TDD 360.740.1480
Rachel Wood, M.D., M.P.H. Health Officer
Professional Services Contract(#and name and date)
and signed by the Lewis County Board of County Commissioners, Director of Lewis County
Public Health & Social Services, or its Contract Officer.
4. Contract Term
The term of this contract shall commence and terminate as stated in Exhibit A: Statement of
Work and Reporting Requirements attached hereto.
5. Contractor Representation
Contractor represents by signing this contract that it is qualified and possesses the necessary
capabilities and sufficient skills, including technical and professional skills where required
and has the necessary licenses and certifications to perform the services set forth in this
contract.
6. Mutually Negotiated
County and Contractor acknowledge and by signing this contract agree that this contract has
been mutually negotiated and agreed to by both parties.
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Professional Services Contract(#and name and date)
Signatures
The terms and conditions of this contract, including all attachments and subsequent amendments,
constitute the entire and exclusive understanding between the parties. Except as provided for in
section 23 of this contract, no other understandings, writings, and communications, oral or
otherwise,regarding the subject matter of this contract shall exist to bind the parties. The parties
signing below represent they have read and understand this contract, and have the authority to
execute this contract.
NOTE: In accordance with Resolution 16-344, this contract is subject to approval by the Lewis
County Board of County Commissioners if the total dollar value identified in Exhibit B equals or
exceeds $40,000 in one calendar year. The Lewis County Board of County Commissioners
delegates contract approval authority to the Director of Lewis County Public Health & Social
Services if the total dollar value identified in Exhibit B is less than $40,000 in any calendar year,
subject to all provisions in Resolution 16-344.
For the County
Lewis County Public Health& Social Services
360 NW North Street
Chehalis, WA 98532
County signature: .C11,44
Danette D. York,MPH
Public Health& Social Services Director
Date: 0Wgiaols'
For the Contractor
Reliable Enterprises
PO Box 870
203 W Reynolds Rd
Centralia, WA 98531
Contractor signature:
Brett Mitchell, Executive Director
Date: /-- //710
Approved as to Form
Jonathan Meyer , Attest: ••••••
Prosecuting Atto t! •4"‘SCOUN17
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By: /// RD
� ', SINCE :l :
David, Me (Clerk of the Board)
Deputy Prosecuting Attorney •*�� 1845 1
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Professional Services Contract(#and name and date)
Table of Contents
Preamble 1
1. Purpose 1
2. Parties 1
3. Authorization 1
4. Contract Term 2
5. Contractor Representation 2
6. Mutually Negotiated 2
Signatures 3
General Terms and Conditions 7
1. Scope of Contractor's Services 7
2. Accounting and Payment for Contractor Services 7
3. Assignment and Subcontracting 7
4. Independent Contractor 7
5. No Guarantee of Employment 8
6. Taxes 8
7. Regulations and Requirements 8
8. Public Records Law 8
9. Nondiscrimination 9
10. Political Activity Prohibited 9
11. Right to Review 9
12. Modifications 9
13. Termination 9
14. Termination for Default 9
15. Termination for Public Convenience 10
16. Suspension of Performance and Resumption of Performance 10
17. Termination Procedures 11
18. Defense and Indemnity Agreement 11
19. Insurance Coverage 11
20. Resolution of Conflicts 11
21. Disputes, Venue and Choice of Law 12
22. Records Maintenance 12
23. Contractor Commitments, Warranties and Representations 12
24. Recapture 12
25. Patent/Copyright Infringement 13
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Professional Services Contract(#and name and date)
26. Ownership and Use of Items Produced 13
27. Confidentiality 13
28. Ethics/Conflicts of Interest 14
29. Information System Security 14
30. Protection of Personal Information 14
31. Certification of Work 14
32. Contract Amendments 14
33. Notice 14u0
34. Debarment Certification 15
35. Severability 15
36. Conformance 15
37. Waiver 15
38. Survival 15
39. Entire Agreement 15
Special Terms and Conditions 16
S-1.Applicable Regulations 16
S-2.Allowable Costs 16
S-3.Data Entry 16
S-4.Treatment of Client Property 16
S-5.Treatment of Assets 16
Exhibit A: Statement of Work and Reporting Requirements 17
Exhibit B: Budget, Invoicing, and Contractor Payment 18
1. Budget Detail 18
2. Compensation 18
3. Invoice Timeframe 18
4. Eligible Use of Funds 19
5. Duplicate Payment 19
6. Audit 19
7. Future Non-Allocation of Funds 19
8. Errors and Omissions Uncompensated 20
Exhibit C: Insurance Coverage 21
1. Commercial General Liability Insurance Policy 21
2. Automobile Liability 21
3. Fidelity Insurance 21
4. Business Property 22
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5. Industrial Insurance Waiver 22
6. Volunteer Medical Protection 22
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Professional Services Contract(#and name and date)
General Terms and Conditions
1. Scope of Contractor's Services
The Contractor agrees to provide to the County services,reports, and any material set forth
in Exhibit A: Statement of Work and Reporting Requirements during the contract term.No
material, labor, or facilities will be furnished by the County unless otherwise provided for in
this contract.
2. Accounting and Payment for Contractor Services
Payment to the Contractor for services rendered under this contract shall be as set forth in
Exhibit B: Budget, Invoicing and Contractor Payment attached hereto. Unless specifically
stated in Exhibit B or approved in writing in advance by the Contract Officer for this
contract, the County will not reimburse the Contractor for any costs or expenses incurred by
the Contractor in the performance of this contract.
The Contractor acknowledges that the entire compensation for this contract is specified in
Exhibit B 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 Lewis County employees.
3. Assignment and Subcontracting
Unless otherwise provided for in this contract, no portion of this contract may be assigned or
subcontracted to any other individual, form, or entity without the express and prior written
approval of the Contract Officer.
Should the Contractor wish to subcontract, assign or delegate any or all of its rights or duties
hereunder, it shall tender a detailed written request to the Contract Officer. Unless the
Contractor receives written authorization to subcontract, assign, or delegate within 30 days,
its request shall be deemed to have been denied.
If the County approves subcontracting, the Contractor shall maintain written procedures
related to subcontracting, as well as copies of all subcontracts and records related to
subcontracts. The County, in its sole discretion, in writing may: (a)require the Contractor to
amend its subcontracting procedures as they relate to this contract; (b) prohibit the
Contractor from subcontracting with a particular person or entity; or(c)require the
Contractor to rescind or amend a subcontract.
4. Independent Contractor
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing herein shall be construed to create a relationship of agent, employee, or servant
of the County. The Contractor specifically has the right to direct and control Contractor's
own activities in providing the agreed services in accordance with the specifications set out
in this contract.
The Contractor shall have and maintain complete responsibility and control over all of its
subcontractors, employees, agents, and representatives.No subcontractor, employee, agent,
or representative of the Contractor shall be or deem to be or act or purport to act as an
employee, agent, or representative of the County.
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Professional Services Contract(#and name and date)
The Contractor shall assume full responsibility for the payment of all payroll taxes, use,
sales, income, or other form of taxes, fees, licenses, excises, or payments required by any
city, county, state or federal legislation which is now or may during the term of this contract
be enacted as to all employees, agents or representatives of the Contractor and as to all
duties, activities, and requirements by the Contractor in performance of the work on this
project.
The Contractor shall assume full responsibility for ensuring all staff members hired or
subcontracted under this contract are eligible to work according to all applicable state and
federal laws.
5. No Guarantee of Employment
The performance of all or part of this contract by the Contractor shall not operate to vest any
employment rights whatsoever and shall not be deemed to guarantee an employment of the
Contractor or any employee, agent or representative of the Contractor or any subcontractor,
or any employee, agent or representative of any subcontractor by the County at the present
time or in the futures.
6. 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. All compensation
received by the Contractor will be reported to the Internal Revenue Service and Washington
State Department of Revenue in accordance with federal and state regulations. The
Contractor is solely liable for any tax obligation arising from the Contractor's performance
of this contract. The Contractor hereby agrees to indemnify the County against any demand
to pay taxes arising from the Contractor's failure to pay taxes on compensation earned
pursuant to this contract.
The County will pay sales and use taxes imposed on goods and services acquired hereunder
as required by law. The Contractor shall pay all other taxes including, but not limited to,
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.
7. Regulations and Requirements
This contract shall be subject to all laws,rules, and regulations of the United States of
America, the State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth in Special Terms and Conditions.
8. Public Records Law
The Contractor shall assist the County in fulfilling all obligations of the County under the
Washington Public Records Act (chapter 42.56 of the Revised Code of Washington). In the
event that the Contractor fails to fulfill its obligations pursuant to this section and due in
whole or in part to such failure a court of competent jurisdiction imposes a penalty upon the
County for violation of the Public Records Act, Contractor shall indemnify the County for
that penalty, as well as for all costs and attorney fees incurred by the County in the litigation
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giving rise to such a penalty. The obligations created by this section shall survive the
termination of this contract.
9. Nondiscrimination
The Contractor or any employee, agent or representative of the Contractor or any
subcontractor shall not discriminate against any person in the performance of this contract in
the performance of any of its obligations hereunder on the basis of race, color, creed,
ethnicity, religion, national origin, age, sex,marital status, veteran or military status, sexual
orientation or the presence of any disability. Implementation of this provision shall be
consistent with Section 49.60.400 of the Revised Code of Washington.
The Contractor must comply with the American with Disabilities Act of 1990, Public Law
101-336, including but not limited to protection to individuals with disabilities in the areas
of employment, public accommodations, state and local government services, and
telecommunications.
10. Political Activity Prohibited
None of the funds provided under this contract shall be used for any partisan political
activity, or to further the election or defeat of any candidate for public office or ballot
measure. However, no person engaged to perform such services pursuant to this contract
shall be precluded from devoting income derived from such services to any lawful political
activity,or to the support of a candidate for public office or of a ballot measure.
11. Right to Review
This contract is subject to review by any federal or state auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
contract by whatever means are deemed expedient by the Contract Officer. 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 contract and its performance, and any and all communications with or
evaluations by service recipients under this contract.
12. Modifications
Either party may request changes in the contract. Any and all agreed modifications shall be
in writing, signed by each of the parties.
13. Termination
Either party may terminate this contract upon 30 days' prior written notification to the other
party. If this contract is so terminated, the parties shall be liable only for performance
rendered or costs incurred in accordance with the terms of this contract prior to the effective
date of termination.
14. Termination for Default
If the Contractor defaults by failing to perform any of the obligations of this contract 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 contract, and at the
County's option, obtain performance of the work elsewhere.
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Any extra cost of damage to the County resulting from such default(s) shall be deducted
from any money due or coming to the Contractor. Any remaining deficiency shall be
payable to the County by the Contractor. The Contractor shall bear any extra expenses
incurred by the County in completing the work, as may be applicable under Exhibit A,
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 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.
15. 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 at unit contract prices for completed items of work. The
County shall make a reasonable, equitable adjustment in the contract price for partially
completed items of work,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.
16. Suspension of Performance and Resumption of Performance
In the event of government closure, suspension or limitation of funding in any way after the
effective date of this contract and prior to normal completion, the County may give notice to
the Contractor to suspend performance as an alternative to termination. The County may
elect to give written notice to the Contractor to suspend performance when the County
determines that there is a reasonable likelihood that the funding insufficiency may be
resolved in a timeframe that would allow performance to be resumed prior to the end date of
this contract. Notice may include notice by facsimile or email to the Contractor's
Representative. The Contractor shall suspend performance on the date stated in the written
notice to suspend. During the period of suspension of performance, each party may inform
the other of any conditions that may reasonably affect the potential for resumption of
performance. Notice may be contingent upon the occurrence or non-occurrence of a future
event; e.g. the failure of the State of Washington to pass a budget by a date specified in the
notice.
When the County determines that the funding insufficiency is resolved, the County may give
the Contractor written notice to resume performance and a proposed date to resume
performance. Upon receipt of written notice to resume performance, the Contractor will give
written notice to the County as to whether it can resume performance, and, if so, the date
upon which it agrees to resume performance. If the Contractor gives notice to the County
that it cannot resume performance, the parties agree that the contract will be terminated
retroactive to the original date of suspension of performance. If the date the Contractor gives
notice it can resume performance is not acceptable to the County, the parties agree to discuss
an alternative acceptable date. If an alternative date is not acceptable to the County, the
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parties agree that the contract will be terminated retroactive to the original date of
suspension of performance.
If the funding issue is not resolved, the County may terminate the contract under the
"Termination for Convenience" clause.
17. Termination Procedures
After receipt of a notice of termination, except as otherwise directed by the County, the
Contractor shall:
i. Stop work under the contract on the date and to the extent specified in the notice;
ii. Place no further orders or subcontracts for materials, services, or facilities related to the
contract;
iii. Assign to the County all of the rights, title, and interest of the contractor under the
orders and subcontracts so terminated, in which case the County has the right, at its
discretion, to settle or pay any or all claims arising out of the termination of such orders
and subcontracts. Any attempt by the Contractor to settle such claims must have the
prior written approval of the County; and
iv. Preserve and transfer any materials, contract deliverables and/or County property in the
Contractor's possession as directed by the County.
Contractor shall not place extraordinary orders or subcontracts in anticipation of receiving a
notice of termination, so as to circumvent section 17 (ii).
Upon termination, the County may withhold any amount due as the County reasonably
determines is necessary to protect the County against potential loss or liability resulting from
the termination. The County shall pay any withheld amount to the Contractor if the county
later determines that loss or liability will not occur.
The rights and remedies of the County under this section are in addition to any other rights
and remedies provided under this contract or otherwise provided under law.
18. Defense and Indemnity Agreement
The Contractor shall defend, protect, and hold harmless the County or any officers or
employees thereof, from and against all claims, suits, or action arising from any intentional
or negligent act or omission of the Contractor or any employee, agent or representative of
the Contractor or any subcontractor, while performing under the terms of this contract.
19. Insurance Coverage
The Contractor shall comply with all provisions described in Exhibit C: Insurance Coverage,
attached hereto.
20. Resolution of Conflicts
In the event of an inconsistency in this contract, unless otherwise provided herein, the
inconsistency shall be resolved by giving precedence in the following order:
i. Applicable federal and state statutes and regulations
ii. Special terms and conditions
iii. Exhibits
iv. General terms and conditions
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v. Any other provision of this contract whether incorporated by reference or otherwise.
21. Disputes,Venue and Choice of Law
The County and the Contractor agree that any disputes that arise under or relating to this
contract that cannot be resolved to the satisfaction of both parties shall be submitted to
mediation before either party starts litigation in any form. An impartial third party
acceptable to both the County and the Contractor will be appointed to mediate. Should the
parties be unable to agree upon a mediator, then the dispute shall be mediated through the
Washington Arbitration and Mediation Service, at its Tacoma office, and in accordance with
the WAMS mediation rules. The County and the Contractor shall pay an equal percentage of
the mediator's fees and expenses. The Contractor may not use any funds received under this
contract to pay mediator's fees and expenses. The mediation shall be confidential in all
respects, as allowed or required by law.
In the event that mediation does not resolve the dispute, the venue for any litigation arising
under or relating to this contract shall be in the courts of the State of Washington in and for
the County of Lewis. This contract shall be governed by the laws of the State of
Washington, excepting only the choice of law rules of the State of Washington.
22. Records Maintenance
The Contractor shall maintain all books, records, documents, data and other evidence
relating to this contract and performance of the services described herein,including but not
limited to, accounting procedures and practices which sufficiently and properly reflect all
direct and indirect costs of any nature expended in the performance of this contract.
Contractor shall retain such records for a period of seven (7) years following the date of
final payment.
If any litigation, claim or audit is started before the expiration of the seven- (7) year period,
the records shall be retained for a period of seven (7) years after all litigation, claims, or
audit findings involving the records have been finally resolved.
23. Contractor Commitments,Warranties and Representations
Any written commitment received from the Contractor concerning this contract shall be
binding on the Contractor, unless otherwise specifically provided herein with reference to
this paragraph. Failure of the Contractor to fulfill such a commitment shall render the
Contractor liable for damages to the County. A commitment includes,but is not limited to,
any representation made prior to execution of this contract, whether or not incorporated
elsewhere herein by reference, as to performance of services or equipment, process,
Contractor's qualifications or experience, or options for future acquisition to remain in effect
for a fixed period or warranties.
24. Recapture
In the event that the Contractor fails to perform services specified in this contract in
accordance with state laws, federal laws, and/or the provisions of this contract, the County
reserves the right to recapture funds in an amount required to compensate the County for the
noncompliance in addition to any other remedies available at law or in equity. Repayment
by the Contractor or refunds under this recapture provision shall occur within the timeframe
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specified by the County. In the alternative,the County may recapture such funds from
payments due under this contract.
25. Patent/Copyright Infringement
Contractor will defend and indemnify the County from any claimed action, cause or demand
brought against the County, to the extent such action is based on the claim that information,
goods or documentation supplied by the Contractor infringes any patent or copyright.
Contractor will pay all costs, penalties, fees, and damages attributable to any such claims
that are finally awarded against the County in any action. Such defense and payments are
conditioned upon the following:
i. That Contractor shall be notified promptly in writing by the County of any notice of such
claim.
ii. Contractor shall have the right, hereunder, at its option and expense, to obtain for the
County the right to continue using the information in the event such claim of
infringement is made, provided no reduction in performance or loss results to the County.
26. Ownership and Use of Items Produced
Material produced in the performance of the work under this contract shall be"works made
for hire" as defined by section 201(b) the U.S. Copyright Act of 1976 and shall be owned by
the County. This material includes,but is not limited to,books, computer programs, plans,
specifications, documents, films, pamphlets,reports, sound reproductions, studies, surveys,
tapes, and/or training materials. County ownership includes the right to copyright, patent,
register, and the ability to transfer these rights. All writings,programs, data,public records
or other materials prepared by the Contractor or any employee, agent or representative of the
Contractor or any subcontractor, in connection with the performance of this contract shall be
for mutual use and shared between the Contractor and the County. The County agrees that if
it uses any materials prepared by the Contractor for purposes other than those intended by
this contract, it does so at its sole risk and it agrees to hold the Contractor harmless therefore
to the extent such use is agreed to in writing by the Contractor.
A copy of all or a portion of material produced shall be submitted to the County upon
request or at the end of the contract using the hardware, software, or other method specified
by the County at the time of such request.
27. Confidentiality
The Contractor or any employee, agent or representative of the Contractor or any
subcontractor shall maintain the confidentiality of all information provided by the County or
acquired by the Contractor in performance of this contract, except upon prior written
consent of the Lewis County Prosecuting Attorney or an order entered by a court after
having acquired jurisdiction over the County. Contractor shall immediately give County
notice of any judicial proceeding seeking disclosure of such information. Contractor shall
indemnify and hold harmless the County, its officials, agents or employees from all loss or
expense, including,but not limited to, settlements,judgments, setoffs, attorney's fees, and
costs resulting from Contractor's breach of this provision.
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28. Ethics/Conflicts of Interest
In performing under this contract, the Contractor shall assure compliance with the Ethics in
Public Service Act(Chapter 42.52 Revised Code of Washington), and any other applicable
state or federal law related to ethics or conflicts of interest.
29. Information System Security
The Contractor shall protect and maintain all confidential information gained by reason of
this contract against unauthorized use, access, disclosure,modification or loss. Personal
and/or medical information collected,used or acquired in connection with this contract shall
be used solely for the purposes of this contract.
30. Protection of Personal Information
The Contractor shall not use, publish, transfer, sell or otherwise disclose any confidential
information gained by reason of this contract for any purpose that is not directly connected
with the Contractor's performance of the services contemplated hereunder except as
provided by law,received by the Contractor pursuant to section 8 of this contract or with the
prior written consent of the individual or personal representative of the individual who is the
subject of the personal information. Upon request by the County or at the end of the contract
term, or when no longer needed, the Contractor shall return the confidential information or
certify in writing that the Contractor destroyed the information in a manner that cannot be
reconstructed.
31. Certification of Work
All work submitted by the Contractor shall be certified by the Contractor and checked for
errors and omissions. The Contractor shall be responsible for the accuracy of the work, even
if the work is accepted by the County.
32. Contract Amendments
No amendment, modification or renewal shall be made to this contract unless set forth in a
written Contract Amendment, signed by both parties. Work under a Contract Amendment
shall not proceed until the County duly executes the Contract Amendment.
33. Notice
Except as set forth elsewhere in the contract, for all purposes under this contract, except
service of process,notice shall be given by the Contractor to the Contract Officer, 360 NW
North Street, Chehalis, WA 98532. Notice to the Contractor for all purposes under this
contract will be given to the Contractor's address shown on the Signature Page attached
hereto. Notices and other communications anticipated by this contract, e.g. a request to
subcontract per section 3, may be hand-delivered by an agent of the party serving notice,
delivered by courier(such as UPS or FedEx), or delivered by First Class Mail. A notice or
communication hand-delivered or delivered by courier shall be deemed to be served when it
is left with an officer, agent, or employee of the party to whom notice is due. A notice
delivered by First Class Mail shall be deemed to be served three days (excluding Sundays
and Postal Service holidays) after it is placed into a U.S. Postal Service collection box or left
at a U.S. post office,providing postage has been fully prepaid.
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34. Debarment Certification
The Contractor,by signature to this contract, certifies that the Contractor is not presently
debarred, suspended,proposed for debarment, declared ineligible or voluntarily excluded
from participating in this contract or any program agreement by any federal, state or local
government or agency or by any special district. The Contractor also agrees to include the
above requirement in all subcontracts into which it enters.
35. 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.
36. Conformance
If any provision of this contract violates any statute or rule of law of the state of Washington
of of the United States of America, it is considered modified to conform to that statute or
rule of law.
37. 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 party granting such a
waiver.
38. Survival
The terms and conditions contained in this contract will survive the completion,
cancellation, termination or expiration of the contract.
39. Entire Agreement
This written contract along with attached exhibits and the documents and terms incorporated
herein by section 23 of this contract,represents the entire agreement between the parties.
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Professional Services Contract(#and name and date)
Special Terms and Conditions
S-1. Applicable Regulations
The Contractor is required to comply with the requirements of the following referenced
documents in performing services pursuant to this contract. The terms of each are
incorporated by reference as part of this contract as fully as if set forth in full herein.
• Exclusion of certain individuals and entities from participation in Medicare and
state health care programs -42 U.S.C. 1320A-7
S-2. Allowable Costs
Contractor shall be reimbursed on a cost reimbursement basis. See Exhibit A.
S-3. Data Entry
Contractor must enter client data into HMIS on a weekly basis. See Exhibit A for required
data to be entered.
S-4. Treatment of Client Property
Except as otherwise provided by court order, the Contractor shall assure that any client for
whom the Contractor is providing services under the Contract shall have unrestricted
access to the client's personal property. The Contractor shall not interfere with the client's
ownership, possession, or use of such property. Upon termination of the Contract, the
Contractor shall immediately release to the client and/or the client's family, all the client's
personal property.
S-5. Treatment of Assets
The Contractor shall take the following actions to secure the financial interest of the
County in items purchased with funds awarded under this Contract.
i. The Contractor shall name the County as lien holder on certificates of title for motor
vehicles.
ii. A non-expendable personal property inventory report shall also be submitted to the
County as required. The County's interest in property purchased under this contract
and prior contracts from the same funding source is automatically transferred
forward to the next contract year at the close of this contract period. The Contractor
shall maintain records, perform inventories and maintain control systems to prevent
loss, damage or theft of equipment, materials and supplies. A Contractor which is a
nonprofit organization shall keep property records in accordance with OMB Circular
A-110, "Uniform Administrative Requirements for Grants and Agreements with
Nonprofit Agencies,"for all purchases funded by this contract.
iii. In the event of loss, destruction or damage to any property purchased under this
contract, the Contractor shall notify the County and shall take all reasonable steps to
protect that property from further damage. Unless otherwise directed by the County,
the Contractor shall surrender to the County all property purchased under this
contract prior to settlement upon completion, termination or cancellation of this
contract.
iv. The Contractor shall include these requirements in any subcontracts.
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Professional Services Contract(#and name and date)
Exhibit A: Statement of Work and Reporting Requirements
The purpose of this Statement of Work is to detail the work to be performed by the Contractor
and the methods and content for reporting progress by the Contractor in fulfilling all duties
encompassed in this contract.
The term of this contract shall commence on January 1, 2018 and terminate on December 31,
2019.
The Contractor shall administer funds awarded hereunder, to support a variety of activities,
including operation of a supportive housing facility and case management services for those who
are living at this facility. Activities shall include, but not be limited to, the following:
Deliverables/Outcomes
Deliverable=product/document
Task Task/Activity/Description Outcome=service provided,
Number Service,project,product project completion report Reporting Requirement Due Date
1 Case Management Coordinate,monitor,and Report including: Monthly
deliver services to meet the 1. Total number of
housing and case clients served
management needs of during preceding
residents living in Magnolia month
Place 2. Number of new
clients served
during preceding
month
3. Description of
activities
provided and
coordinated
2 Operate A Permanent Provide permanent supportive Describe efforts towards Monthly
Supportive Housing housing maintaining permanent
Facility supportive housing
3 HMIS Data Entry Enter all relevant participant LCPHSS will review Quarterly
data into HMIS within 5 days HMIS entries during
of appointment. quarterly monitoring
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Professional Services Contract(#and name and date)
Exhibit B: Budget, Invoicing, and Contractor Payment
The County shall pay an amount not to exceed $147,804 to the Contractor for work as described
in Exhibit A, subject to conditions set forth in this Exhibit B: Budget, Invoicing, and Contractor
Payment.
1. Budget Detail
Year 1 (1/1/2018-12/31/2018)
Administration(9%) $ 6,102
Staff Salaries $ 38,500
Benefits(FICA,Medical,Dental,Retirement,Disability) $ 11,200
Training&Travel $ 1,500
Mileage&Case Management $ 500
Facility Costs(Utilities,maintenance, etc) $ 16,100
TOTAL $ 73,902
Year 2 (1/1/2019-12/31/2019)
Administration(9%) $ 6,102
Staff Salaries $ 38,500
Benefits(FICA,Medical,Dental, Retirement, Disability) $ 11,200
Training&Travel $ 1,500
Mileage& Case Management $ 500
Facility Costs(Utilities,maintenance,etc) $ 16,100
TOTAL $ 73,902
2. Compensation
Payment to the Contractor for services rendered under this contract shall be as set forth in
Exhibit B. Where Exhibit B requires payments by Lewis County,payment shall be made on
a reimbursement basis, supported, unless otherwise provided in Exhibit B,by documentation
of units of work actually performed (time sheets) and amounts earned, including where
appropriate, the actual number of days worked each month, total number of hours for the
month, and total dollar payment requested.
Costs allowable under this contract are actual expenditures according to an approved budget
up to the maximum amount stated above. The Contractor shall use federal cost principles
specified in OMB Circular A-110 "Cost Principles Applicable to Grants, Contracts and other
Agreements"with non-profit organizations as applicable. The Contractor shall include this
last paragraph in any subcontracts.
The County may withhold reimbursement payment if the Contractor fails to submit required
invoices and supportive documentation to the County. The Contractor's failure to submit
invoices as specified is grounds for the County to terminate the contract as provided herein.
3. Invoice Timeframe
The Contractor shall submit invoices to the County Contract Officer identified herein or to
other such person identified by the County Contract Officer by the 10th of each month.
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Professional Services Contract(#and name and date)
4. Eligible Use of Funds
Funding awarded under this contract may only be used for activities described in Exhibit A.
5. Duplicate Payment
The Contractor certifies that work to be performed under this contract does not duplicate any
work to be charged against any other contract, subcontract or other source.
6. Audit
i. General Requirements:
The Contractor is to procure audit services based on the following guidelines:
a. The Contractor shall maintain its records and accounts so as to facilitate the audit
requirement and shall ensure that any subcontractor also maintains auditable records.
b. The Contractor is responsible for any audit exceptions incurred by its own
organization or that of its subcontractor. The County reserves the right to recover
from the Contractor all disallowed costs resulting from the audit.
c. As applicable,the Contractor shall be required to have an audit and must ensure all
audits are performed in accordance with Generally Accepted Auditing Standards
(GAAS); including, but not limited to, the Government Auditing Standards (the
Revised Yellow Book) developed by the Comptroller General.
d. Responses to any unresolved management findings and disallowed or questioned
costs shall be included with the audit report. The Contractor must respond to County
requests for information or corrective action concerning audit issues within thirty
(30) days of the date of request
ii. State Fund Requirements:
Contractors expending$100,000 or more in total state funds in a fiscal year must have a
financial audit as defined by Government Auditing Standards (The Revised Yellow
Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule
of State Financial Assistance must be included. The schedule includes:
a. Contractor agency name
b. State program name
c. BARS account number
d. County
e. County Contract number
f. Contract award amount including amendments (total Contract award)
g. Current year expenditures
iii.If the Contractor is a state or local government entity, the Office of the State Auditor
shall conduct the audit. Audits of non-profit organizations are to be conducted by a
certified public accountant selected by the Contractor.
iv.The Contractor shall include the above audit requirements in any subcontracts.
v. In all cases, the Contractor's financial records must be available for review by County.
7. Future Non-Allocation of Funds
If sufficient funds are not appropriated or allocated for payment under this contract 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.
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Professional Services Contract(#and name and date)
8. Errors and Omissions Uncompensated
In the event of any errors or omissions by the Contractor in the performance of any work
required under this contract, the Contractor shall make any and all necessary corrections
without additional compensation.
Page 20 of 22
Professional Services Contract(#and name and date)
Exhibit C: Insurance Coverage
The Contractor shall provide insurance coverage as set out in this Exhibit to protect the County
should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or
negligent or intentional act or omission of the Contractor or subcontractor, or agents of either,
while performing under the terms of this contract.
All required insurance shall be issued by an insurance company authorized to do business within
the State of Washington. The insurance shall name the County and its agents, officers, and
employees as additional insureds under the insurance policy. All policies shall be primary to any
other valid and collectable insurance. The Contractor shall instruct the insurers to give the
County thirty(30) calendar days advance notice of any insurance cancellation or modification.
The Contractor shall submit to the County within fifteen (15) calendar days of the Contract start
date, proof of insurance identifying Lewis County as Primary,Non Contributory, additionally
Insured, with endorsement(s) for additional insured as indicated below, which outlines the
coverage and limits defined in this insurance section. During the term of the Contract,the
Contractor shall submit renewal certificates with endorsements not less than thirty(30) calendar
days prior to expiration of each policy required under this section.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect
during the term of this Contract, as follows:
1. Commercial General Liability Insurance Policy
Provide a Commercial General Liability Insurance Policy, including grant liability,written
on an occurrence basis,in adequate quantity to protect against legal liability arising out of
Contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is
responsible for ensuring that any subcontractors provide adequate insurance coverage for the
activities arising out of subcontracts.
2. Automobile Liability
In the event that performance pursuant to this Contract involves the use of vehicles, owned
or operated by the Contractor or its subcontractor, automobile liability insurance shall be
required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a
Combined Single Limit for bodily injury and property damage.
3. Fidelity Insurance
Every officer, director, employee, or agent who is authorized to act on behalf of the
Contractor for the purpose of receiving or depositing funds into program accounts or issuing
financial documents, checks, or other instruments of payment for program costs shall be
insured to provide protection against loss:
i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or
the highest of planned reimbursement for the Contract period, whichever is greatest.
Fidelity insurance secured pursuant to this paragraph shall name the Contractor as
beneficiary.
Page 21 of 22
Professional Services Contract(#and name and date)
ii. Subcontractors that receive$10,000 or more per year in funding through this Contract
shall secure fidelity insurance as noted above. Fidelity insurance secured by
subcontractors pursuant to this paragraph shall name the Contractor as beneficiary.
4. Business Property
The Contractor shall provide business property insurance adequate to repair, replace, or
recreate any County-owned property in the possession of the Contractor, or data, books,
computer programs, plans, specifications, documents, films, pamphlets, reports, sound
reproductions, studies, surveys, tapes, and/or training materials produced by the Contractor
or any subcontractors in the performance of the work under this contract.
5. Industrial Insurance Waiver
The Contractor shall comply with all applicable provisions of Title 51 Revised Code of
Washington, Industrial Insurance. If the Contractor fails to provide industrial insurance
coverage or fails to pay premiums or penalties on behalf of its employees as may be required
by law, County may collect from the Contractor the full amount payable to the Industrial
Insurance Accident Fund. County may deduct the amount owed by the Contractor to the
accident fund from the amount payable to the Contractor by County under this Contract, and
transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of
Insurance Services. This provision does not waive any of L&I's rights to collect from the
Contractor.
6. Volunteer Medical Protection
Contractor shall provide any volunteer who performs any duties related to or covered by this
contract with coverage at no cost to the volunteer for immediate, short-term, and long-term
medical care that substantially matches employee coverage as described in Title 51 Revised
Code of Washington.
Page 22 of 22
Lewis County
Details of Budget or Request For Budget Amendment
Fund 110 Type of appropriation:
Department SALES TAX 0 Supplemental-has new offsetting revenue
Program 0 Emergency-using fund balance
Please Discuss Current Budget Uses or Describe a Need For Additional Funding
This budget detail is for the County Professional Services Contract between Lewis County and Reliable
Enterprises for the contract period of January 01,2018 through December 31,2019.This funding was
anticipated.
Use of Funds
❑ New Expenditure ❑ New Transfer Out or pi Currently Budgeted
Account Description BARS Account Number Amount
INTRAGOVTL-PROF SVCS 110 612 105 000 546' 54 41 00 147,804
i
1
Total Use of Funds: $147,804
Source of Funds
El New Revenue ❑ Use of Fund Balance ❑ New Transfer In or ❑ Currently Budgeted
Account Description BARS Account Number Amount
CD-MH-TC Sales&Use Tax 110 000 000L 000' 313 14 00 00 147,804
Total Source of Funds: $147,804
Elected/Director Caorj 479(-- Date elaj+Ciil8
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Feb 12,2018
Suggested Wording for Agenda Item: Agenda Type: Consent
Approving Professional Services Contract between Lewis County and Reliable Enterprises for the Magnolia
Project
Contact Danette York Phone: 2774
Department: Public Health and Social Services
Action Needed: Approve Resolution
Description
This contract is for Magnolia Project at Reliable Enterprises, which operates a long-term supportive housing
facility with Critical Time Intervention(CTI) case management. The contract runs from January 1,2018
through December 31, 2019.
Approvals:
User Group Status
York, Danette Pending
j Cap ICI,61t ilia Pending
Young,Paulette Pending
Cover Letter To
Lauri Denney
Reliable Enterprises
PO Box 870
Centralia,WA 98531
Additional Copies
Sandi Andrus
Katie Strozyk
Stacey Loftin
Paulette Young
Suzette Smith
Amanda Migliaccio
Grace Jimenez