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Agreement #H01-0069-19 with Human Response Network BEFORE THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON IN RE. ) Approve Agreement#H01-0069-19 ) between Lewis County and Human ) Resolution No 19- 454 Response Network ) WHEREAS, the Board of County Commissioners (BOCC), Lewis County, Washington, has reviewed contract #H01-0069-19 between Lewis County and Human Response Network for the period of July 1, 2019 through June 30 2021 AND, WHEREAS, funding in the amount of $143,894 24 will be provided for the purpose of providing services and/or shelter for people experiencing or at risk of homelessness in Lewis County, 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 contract #H01-0069-19 between Lewis County and Human Response Network for $143,894 24 from July 1, 2019 through June 30, 2021 is hereby approved and the Director of Public Health & Social Services is authorized to sign the same DONE IN OPEN SESSION this 1 tom' _ day of Sq .14 , 2019 APPROVED AS TO FORM. -- BOA' • OF COUNTY COM STONERS Jonath Meyer, Prosecuting AttorneV L IS COUNTY, WASH TON "/ / - Cullen Gatten Ro•ert C Jackson, hair Deputy Prosecuting Attorney ATTEST G ry Sta per, ice hair 4 -49\\ Ue °�U ■• Txwsl ° e •ieva L- -ter, Clerk o ;°ard 't o� Edna J Fund, Co p missioner SM1�S 1I7® iN �� is 45 ■ °®`N• CTOS �® 360 NW North Street - : Public Health & Social Services Chehalis WA 98532 LEWIS COUNTY) FYasbingtoll':First County Professional Services Contract Contract# HO1-0069-19 Contract Name. Human Response Network CHG Preamble 1 Purpose This contract is entered into between Lewis County, hereinafter called County, and Human Response Network of Lewis County, hereinafter called Contractor, for the purpose of providing services and/or shelter for people experiencing or at risk of 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 Mega Handlen meta.handlenn,Iewtscountywa.gov (360) 740-1234 For the Contractor Director Kris Camenzind kristinec@hrnlc org (360) 740-6601 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 authonty 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 bmding unless made m wnting and signed by the Lewis County Board of County Commissioners, Director of Lewis County Public Health& Social Services, or its Contract Officer Danette D York, M P H , C P H Director 0 360 740 1223 F 360 740 1472 Too 360 740 1480 Rachel Woad, MD MPH Health Officer Professional Services Contract#HO1-0069 19 HRN CHG 4 Contract Term The term of this contract shall commence and terminate as stated m 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, mcludmg 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 Page 2 of 25 Professional Services Contract#H01-0069-19 HRN CHG 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 m section 23 of this contract,no other understandings, writings, and communications, oral or otherwise, regarding the subject matter of this contract shall exist to bmd 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 m 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 JP Anderson,MS Public Health& Social Services Interim Director Date €4.• ci 1,°l For the Contractor Human Reponses Network PO Box 337 Chehalis,WA 98532 Contractor signature �/i 4/ 1,4 Kris menzind, Director Date �f- Approved as to Form Jonathan -yer Attest Prosec n: orn- By f' 4' (Clerk of the Board) Page 3 of 25 Professional Services Contract#H01-0069 19 HRN CHG Table of Contents Preamble 1 1 Purpose 1 2 Parties 1 3 Authonzation 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 9 9 Nondiscrimination 9 10 Political Activity Prohibited 9 11 Right to Review 9 12 Modifications 9 13 Termination 10 14 Termination for Default 10 15 Termination for Public Convenience 10 16 Suspension of Performance and Resumption of Performance 10 17 Termination Procedures 11 18 Defense and Indemnity Agreement 12 19 Insurance Coverage 12 20 Resolution of Conflicts 12 21 Disputes, Venue and Choice of Law 12 Page 4 of 25 Professional Services Contract#H01-0069 19 HRN CHG 22 Records Maintenance 12 23 Contractor Commitments,Warranties and Representations 13 24 Recapture 13 25 Patent/Copyright Infringement 13 26 Ownership and Use of Items Produced 13 27 Confidentiality 14 28 Ethics/Conflicts of Interest 14 29 Information System Security 14 30 Protection of Personal Information 14 31 Certification of Work 15 32 Contract Amendments 15 33 Notice 15 34 Debarment Certification 15 35 Severability 15 36 Conformance 15 37 Waiver 16 38 Survival 16 39 Entire Agreement 16 Special Terms and Conditions 17 S-1 Applicable Regulations 17 S 2 Written Policies and Procedures I7 S-3 Allowable Costs 17 S-4 Data Entry 17 S-5 Treatment of Client Property 17 S 6 Treatment of Assets 17 S 7 Corrective Action 18 Exhibit A Statement of Work and Reporting Requirements 19 Exhibit B Budget, Invoicing, and Contractor Payment 21 1 Budget Detail 21 2 Compensation 21 3 Invoice Timeframe 21 4 Eligible Use of Funds 21 Page 5 of 25 Professional Services Contract#H01-0069 19 HRN CHG 5 Duplicate Payment 22 6 Audit 22 7 Future Non-Allocation of Funds 22 8 Errors and Omissions Uncompensated 23 Exhibit C Insurance Coverage 24 1 Commercial General Liability Insurance Policy 24 2 Automobile Liability 24 3 Fidelity Insurance 24 4 Business Property 25 5 Industnal Insurance Waiver 25 6 Volunteer Medical Protection 25 Page 6 of 25 Professional Services Contract#HO1 0069 19 HRN CHG General Terms and Conditions I Scope of Contractor's Services The Contractor agrees to provide to the County services,reports, and any material set forth m Exhibit A Statement of Work and Reporting Requirements during the contract term No matenal, labor,or facilities will be furnished by the County unless otherwise provided for m this contract 2 Accounting and Payment for Contractor Services Payment to the Contractor for services rendered under this contract shall be as set forth m 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 mcurred 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 mcludmg,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 mamtain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts The County, m its sole discretion, in wntmg 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 nght to direct and control Contractor's own activities m providing the agreed services in accordance with the specifications set out m this contract Page 7 of 25 Professional Services Contract#H01 0069 19 HRN CHG 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 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 m 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 accordmg 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 Page 8 of 25 Professional Services Contract#H01-0069 19 URN CHG 8 Public Records Law The Contractor shall assist the County m 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 m the litigation 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 m 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 pubhc 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 pertment 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 m writing, signed by each of the parties Page 9 of 25 Professional Services Contract#HO1-0069 19 HRN CHG 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 m accordance with the terms of this contract prior to the effective date of termmation 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 m the U S mail, postage prepaid,terminate the contract, and at the County's option, obtain performance of the work elsewhere 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 m 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 termmation had been issued pursuant to the Termination for Public Convenience paragraph hereof 15 Termination for Public Convenience The County may terminate the contract m whole or m 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 Page 10 of 25 Professional Services Contract#1101-0069 19 HRN CHG Representative The Contractor shall suspend performance on the date stated m 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 m 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 parties agree that the contract will be terminated retroactive to the ongmal 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, n Place no further orders or subcontracts for materials, services, or facilities related to the contract, in Assign to the County all of the rights, title, and interest of the contractor under the orders and subcontracts so terminated, m 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 (n) 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 Page 11 of 25 Professional Services Contract#H01 0069 19 HRN CHG The rights and remedies of the County under this section are m addition to any other nghts 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 m 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 in Exhibits iv General terms and conditions 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 m 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 m 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 ansmg under or relating to this contract shall be in the courts of the State of Washington m 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 descnbed 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 Page 12 of 25 Professional Services Contract#1101-0069 19 HRN CHG Contractor shall retain such records for a penod 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 bmdmg 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 remam in effect for a fixed period or warranties 24 Recapture In the event that the Contractor fails to perform services specified m 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 m 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 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 indemmfy 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 m any action Such defense and payments are conditioned upon the following i That Contractor shall be notified promptly m 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 usmg the information in the event such claim of infringement is made, provided no reduction m 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, Page 13 of 25 Professional Services Contract#HO1-0069 19 HRN CHG 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, m 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 m 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 m 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 proceedmg seeking disclosure of such mformation 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 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 gamed 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 mdividual 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 Page 14 of 25 Professional Services Contract#HO1-0069 19 HRN CHG certify m wntmg 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 m 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 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 or of the United States of America, it is considered modified to conform to that statute or rule of law Page 15 of 25 Professional Services Contract#HO1-0069 19 HRN CHG 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 Page 16 of 25 Professional Services Contract#HO1-0069 19 HRN CHG 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 m full herein Department of Commerce Guidelines located at https.//www.commerce wa gov/serving- communities/homelessness/consolidated homeless-grant/and https.//deptofcommerce.app.box.com/s/sddzidhjln9zvb2zao5fes3rpwbc399o. The contractor is responsible for any other updates per the above listed websites to be implemented in their execution of services S-2 Written Policies and Procedures Contractor must have written policies and procedures that align with the Department of Commerce Guidelines S-3 Allowable Costs As allowed in the Department of Commerce Guidelines https.//deptofcommerce apt box.com/s/sddzidhiln9zvb2zao5fes3rpwbc3990 section 5 in accordance to the specific contracted services category Contractor shall be reimbursed on a cost reimbursement basis See Exhibit B The contractor shall not bill the County for services performed under the Contract, and the County shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by Lewis County or any other source including grants, for that service S-4. Data Entry All services must be entered into the Homeless Management Information System(HMIS) database within five days of service being provided S-5 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 unrestncted 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-6 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 Page 17 of 25 Professional Services Contract#H01-0069 19 HRN CHG 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 S-7 Corrective Action If the County determines that a breach of contract has occurred,that is,the Contractor has failed to comply with any terms or conditions of this Contract or the Contractor has failed to provide in any manner the work or services agreed to herein,and if the County deems said breach to warrant corrective action, the following sequence will apply i The County will notify the Contractor in writing of the nature of the breach ii The Contractor shall respond in wntmg within ten working days of its receipt of such notification, which response shall indicate the steps being taken to correct the specified deficiencies The corrective action plan shall specify the proposed completion date for brmgmg the Contractor into contract compliance,which date shall not be more than 30 days from the date of the Contractor's response, unless the County, at its sole discretion, specifies m wntmg an extension m the number of days to complete the corrective actions, in The County will notify the Contractor in writing of the County's determination as to the sufficiency of the Contractor's corrective action plan The determination of sufficiency of the Contractor's corrective action plan shall be at the sole discretion of the County, iv In the event that the Contractor does not respond within the appropriate time with a corrective action plan, or the Contractor's corrective action plan is determined by the County to be insufficient, the County may commence termination of this Contract in whole or in part pursuant to Section 14, v In addition,the County may withhold any payment owed the Contractor or prohibit the Contractor from mcumng additional obligations of funds until the County is satisfied that corrective action has been taken or completed, and vi Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Sections 13, 14, and 15 Page 18 of 25 Professional Services Contract#HO1-0069 19 HRN CHG 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 July 1,2019 and terminate on June 30, 2021 The Contractor shall administer funds awarded hereunder,to support a variety of activities, including operations of time-limited housing units,rental assistance, and data collection and reporting, coordinated assessments legislatively established pnonties, and requirements for a local homeless plan Activities shall include,but not be limited to,the following Task Task/Activity/ Reporting Numb Description Deliverables/Outcomes Requirement Due Date er 1 Case • Provide a housing—first,low barrier Report including Monthly Management approach to case management 1 Total number of • Monitor and provide rent and or utilities clients served in assistance,and other items to eligible preceding month clients 2 Provide a • Inform clients of available service in minimum of 5 addition to consolidated homeless grant individual case funds to ensure a pathway to housing note entnes from stability 5 individual • Provide counseling for eligible clients on clients pulled leases budgeting,communicating with from the HMIS landlords,and other activities associated system reflecting with locating or retaining housing provided counseling from case managers 2 HMIS data • Enter participants into HMIS within 5 LCPHSS will review Monthly entry days of contact and or services being HMIS entries during provided quarterly monitoring • Enter participant data into HMIS in accordance with HUD s most recent HMIS data standards https.//www hudexchange.mfo/resou rce/3824/hrms-data dictionary/ 4 Rapid • Provide a housing—first,low barrier 1 Number of Monthly Rehousing approach to case management program Page 19 of 25 Professional Services Contract#HO1 0069 19 HRN CHG • Provide housing search and exits to identification services and rental permanent assistance to eligible persons and housing households • High pnonty shall be given to unsheltered,chronically homeless,and those assessed with high barriers to traditional housing opportunities Performance Measure A Increase exits to permanent housing from the State Fiscal Year 2019 Baseline of 40%to 50% Page 20 of 25 Professional Services Contract#HO1-0069 19 HRN CHG Exhibit B. Budget, Invoicing, and Contractor Payment The County shall pay an amount not to exceed$143894.24 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 CHG Administration $ 8176.00 Rent Facility Support $ 39800 24 Other Rent Facility Support Lease&Housing Costs $ 47110 00 Operations $ 48808 00 TOTAL $ 143894.24 2. Compensation Payment to the Contractor for services rendered under this contract shall be as set forth in Exlubit B Where Exhibit B requires payments by Lewis County,payment shall be made on a reimbursement basis, supported, unless otherwise provided m 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 m 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 Line-item adjustments to the budget must be requested m writing by the Contractor 45 days prior to mvoicmg based on the requested adjustment(s) County will notify Contractor of approval or demal prior to invoice period 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 The Contractor shall submit a copy of their internal line-item budget tracking with their mvoice for services 4 Eligible Use of Funds Funding awarded under this contract may only be used for activities described in Exhibit A Page 21 of 25 Professional Services Contract#H01-0069 19 HRN CHG 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 Lewis County contract, subcontract or funding from any other source 6 Audit 1 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 nght 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 m 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 m 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 in 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 m 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 Page 22 of 25 Professional Services Contract#H01-0069 19 HRN CHG 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 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 23 of 25 Professional Services Contract#H01-0069 19 HRN CHG 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 Dunng 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 mvolves 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 Page 24 of 25 Professional Services Contract#H01-0069 19 HRN CHG Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary ii Subcontractors that receive$10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above Fidelity msurance 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 m 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 25 of 25 Executive Summary County Program Agreement # H01-0069-19 Between Human Response Network and Lewis County Public Health & Social Services Description This contract is between Lewis County Public Health & Social Services and Human Response Network to provide case management and rapid rehousing services to those who are literally or at imminent risk of homelessness in Lewis County The contract runs July 1, 2019 through June 30, 2021 Recommendation Approve resolution Budget Impact Fund 104-618-000-000-334-04-21-00 Amount $ 143 894 24 These funds were anticipated for the 2019 County Fiscal Year DURATION July 1, 2019 to June 30, 2021 Cover Letter Attn Kris Camenzind, Director Human Response Network PO Box 337 Chehalis, WA 98532 Submitted by Meja Handlen Lewis County Details of Budget or Request For Budget Amendment Fund 4 Type of appropriation Department 618' QQ Supplemental has new offsetting revenue Program 1 Q Emergency using fund balance nallgaPaSe Discuss Current 13udilt gc aiO O 3 i x ,r[i t tf €ai This budget detail is for the County Professional Services Contract between Lewis County and Human Response Network H01-0069-19 for the contract period of July 1,2019 through June 30,2021 This funding was anticipated 111111140-4,: .lx:. �'ti-'.:.:aa�x,..���^`n,s£.:r.�..�a�: .. ....< £. -s s a aa.a: i �r - y+>.s£»Ci+-. {�{� ...�.� „c„:daia"*"�% a'° vsp=ces��x°a'�"�-•�Zie�,.......e�.<-<.a<.F.c:¢x�;:��F.F 9 �'0S^3Y<WN t 'i ;.- a a a •wa .«,ttR RP 6 d..e .. T• `.x Fey PX ... ., � � C7:i[i ' 3 .^•L-_P ...f ❑ New Expenditure ❑ New Transfer Out or 11 Currently Budgeted Account Descnption BARS Account Number Amount Professional Services _ 010 6181 000 000 565 40 41 00 143,894 • I 4 .-.. • .„.�1 ..... . ..- F ! . Total Use of Funds $143,894 sc.<.<�- ,..<......F�.-'.w.."....�»«3f.g.•'�ifi:.a.....<"a.a...:.Y T a.x.....�.....r.s.,...: . ......<._, .. ..... .:.2r..:"'.:-....:. 'tL.dlel'<`S.c-^.t.. ,<^-'<",-`>^-•.at:..i••- .: :. S .. ...,,....C. �._._[C...<..<f ..-....5 .m::'V.'i1v#5¢`i4>f:<.`.�'.i:::.:�ui[0.SL•::s.;S£:Fv:::Y;["X.C.•f:'t:::. p.a�.f..n�_ .'Y:•:=`- T....d[3.Wg.... ....£..........<..e....... a9::..°.F.I:'xg.Y<.,.1'":".:LNi:L:..will fn:i:'<Es:S.:;f::..Fx..aC�i:�:�°_��fu�;.;a,.. �":aC•rn � .<.:Cv<:;=< rF.f k - .... .,.,...a.....f ;F,<at. ..•.....:.. ...,C"...,f. o Y,»,. :: :. <.<„<.<...<.:---.::rCafYf.....f."..,I«Cn^_:sF..��.aw.£ i2:.fi:.;.' .a.............."YS-.F. w•�C.u1.:...:.............3. •'...� F;✓ .:• £':..E...__.1'ISX„�..',..ie; :. ..:: <.�.. r�.-....ry,.,....: ..:.......x-..:..:,.,..re:;::.•v..-.:`.;_:.[s:..':.1....«......,R,.;.._ .._ a� 'S"::"•.-.<,.:�"x:::_-.�::'secK�W?sE���_.... a:f•.:.a.W.............». � �-nx.....p.a_.:c.3:..;...<........m M':rc:;;�.€;<...<d....._:s.... ._.._ -<...«. ❑ New Revenue ❑ Use of Fund Balance ❑ New Transfer In or Currently Budgeted Account Description BARS Account Number Amount DOC CHG I 104; 618! 000' 000' 334! 04i 21 00.1 143,894 Total Source of Funds $143,894 EIected/Director Date BOCC AGENDA ITEM SUMMARY Resolution BOCC Meeting Date' Sep 16, 2019 Suggested Wording for Agenda Item. Agenda Type Consent Approve Agreement#H01-0069-19 between Lewis County and Human Response Network Contact JP Anderson Phone 2787 Department. Public Health and Social Services Action Needed Approve Resolution Description This contract provides case management and rapid rehousing services to those who are literally or at imminent risk of homelessness in Lewis County Contract runs July 1, 2019 through June 30, 2021 Approvals. User Group Status Anderson, JP Approved 3% Gatten, Cullen Pending Shepherd, Tawni Pending Cover Letter To Kris Camenzind, Director Human Response Network PO Box 337, Chehalis WA 98532 Additional Copies Sandi Andrus Mega Handlen Stacey Loflrn Tawm Shepherd Suzette Smith