MASON COUNTY TO: BOARD OF MASON COUNTY COMMISSIONERS. FROM: Barbara A. Adkins, Director DEPARTMENT: Department of Community Development

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1 MASON COUNTY TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Barbara A. Adkins, Director DEPARTMENT: Department of Community Development DATE: February 21, 2012 Reviewed: Ext. Public Hearing No. Item: Continuation of public hearing held on February 7, 2012 to consider authorizing the Director of Community Development to sign an application by Mason County to the State of Washington Department of Commerce in the amount of $1,000, for a Community Development Block Grant (CDBG) for a project on behalf of Faith in Action for a Center for Seniors Facility in Belfair. This grant would be administrated by the Department of Community Development. Background: A request was made by Faith in Action West Sound for Mason County to sponsor an application funded through U.S. Dept. of Housing & Urban Development 2012 Community Development Block Grant for a center for seniors facility in the Belfair Urban Growth Area. Under the guidelines of this grant, Mason County is an eligible applicant. Therefore, the proposed Faith in Action Center for Seniors Facility capital request for $1,000, will include Mason County s share of the grant to fund the administration costs incurred by the County to sponsor this grant if awarded. The Belfair UGA satisfies the public benefit criteria as it is a low income community with a depressed economy under the U.S. Dept. of Housing and Urban Development Community Block Grant General Purpose fund guidelines. Mason County would apply for and receive the funds using a portion for its costs to manage and administer the grant; however it would only act as a conduit for the funds requested by Faith in Action for the senior center project. Procedurally, all documents are prepared by the Department of Commerce but the grant agreement will identify the County as the beneficiary. There is no financial risk to the County in their partnership with Faith in Action. Mason County Department of Community Development will assess the risk and, as previously mentioned, assume all the administrative and grants management responsibility. Recommended Action: The Board of County Commissioners hereby authorizes the Director of Community Development to sign an application by Mason County to the State of Washington Department of Commerce in the amount of $1,000,000 for a Community Development Block Grant (CDBG) for a project on behalf of Faith in Action for a Center for Seniors Facility in Belfair. This grant would be administrated by the Department of Community Development. Cover Sheet FIA CDBG

2 MASON COUNTY TO: BOARD OF MASON COUNTY COMMISSIONERS Reviewed: FROM: Charlie Butros Ext. 450 DEPARTMENT: Public Works FYI DATE: February 21, 2012 No. ITEM: Lower Elfendahl Pass Road bridge project and authorization to hire a consultant for the design Background: On November 22, 2011 the Board of Commissioners authorized county road project 1963, Lower Elfendahl Pass Road bridge project and the selection of a design consultant. Three Consultant firms were selected and interviewed from the proposals received from the Request for Proposals (RFP). BergerABAM out of Federal Way, Washington was selected as the design consultant for the project, which will include geotechnical and hydraulic analysis (including downstream analysis), supporting documents required for Mason County Public Works to obtain environmental permits, bridge design, roadway approach design, preparation of specifications (PS&E), design report, an engineer s estimate, construction engineering support, bridge load ratings and scour analysis. The project will be funded by FEMA at 75%, the State Emergency Management at 12.5% and the County at 12.5 % of the cost. Recommended Action: None. Attachment: None

3 MASON COUNTY TO: BOARD OF MASON COUNTY COMMISSIONERS Reviewed: FROM: Vicki Kirkpatrick Ext. 260 DEPARTMENT: Public Health and Human Services Monday Briefing: Action Agenda: X DATE: No. ITEM: Approval of Housing Coalition Recommended Grants for 2012 funded from the 2060 and 2163 Housing Funds. Background: Several legislative sessions ago the Legislature passed HB 2060 and HB 2163 which created a surcharge on recording fees for the purpose of reducing and preventing homelessness. One of the requirements included the creation of a homeless plan which Mason County did. Annually, the County awards grants to local agencies to provide services designed to reduce homelessness, prevent homelessness, or increase low income housing stock. Prior to the Commissioners making the grant awards, the Mason County Housing Coalition reviews all of the requests for funding and makes recommendations to the Commissioners on allocation of funds. Over the past several months, the health department, together with the Housing Coordinator has rewritten the contract/grant template to increase accountability and stewardship of the funds and to assure that deliverables are tied to the Mason County Homeless Plan and that performance measures are included in each grant. The goal is to demonstrate progress in reducing and preventing homelessness. Recommended Action: Approve the 2012 grant awards and authorize the Chair to sign each of the corresponding contracts. Attachments: Thirteen contracts Following are the recommended grant awards for 2012: 2163 FUNDS: HOMELESS PREVENTION Rental Assistance Mason County Shelter $135,720 Objective prevent homelessness among Mason County residents who are experiencing a one-time emergency situation that is placing their currently stable housing at risk. Recipients of this targeted assistance Cover Sheet for 2012 Housing Contracts

4 must be able to demonstrate on-going housing stability after the onetime emergency situation is resolved estimates serving 100 households. Rental Assistance Specialist Mason County Shelter $23,700 Objective ensure that all clients receiving shelter services have a housing plan developed and documented with 15 days of entering the shelter program so that they can move into stable housing upon leaving and prevent further homelessness. Utility Assistance Community Action Council $7,040 Faith in Action $5,760 Objective - prevent homelessness by providing one-time emergency assistance with a utility bill so that they are not evicted from their stable housing. Financial Literacy United Way of Mason County $10,000 Objective - As individuals and families struggle with our economic downturn, the importance of financial fitness and savings has become amplified as a tool for preventing homelessness. Asset building is defined as engaging in long-term saving and investment behavior as a means to increasing financial independence. Minimum series of 4 classes offered, two in Shelton and two in Belfair in addition to working with Department of Social and Health Services offering classes to TANF (Temporary Assistance for Needy Families) clients. SERVICES TO HOMELESS Youth Outreach ESD 113 $29,100 Objective Education Advocate case management working with new and current homeless students enrolled in Shelton School District. Adult Outreach St David s Church $29,600 Objective Advocate works primarily with homeless clients that receive public assistance, social security or other income to aid them in finding housing. Tooth Ache Clinic Community Action Council $11,400 Objective Ensure that homeless and at risk for homelessness individuals receive access to emergency dental care. Housing for Homeless Youth St David s Church $12,600 Cover Sheet for 2012 Housing Contracts

5 Objective Provide housing and support to homeless young adults over 18 who are committed to completing their high school education. The Youth Host Home Program. Federal Community Development Block Grant (CDBG) Compliance $18,000 Objective - Meet State mandate to move the Mason County Shelter operations to a new location which will provide additional housing. Funding is for a federal grant compliance officer. This is an 18 month contract FUNDS: Affordable Housing General Shelter Operations: Turning Pointe $45,000 Mason County Shelter $40,000 St David s Emergency Shelter $10,000 Cover Sheet for 2012 Housing Contracts

6 CONTRACT/GRANT FOR PROFESSIONAL SERVICES BETWEEN MASON COUNTY AND COMMUNITY ACTION COUNCIL This Contract/Grant is made and entered into by and between the Mason County, a municipal corporation, hereinafter referred to as the "COUNTY", and the below named firm, hereinafter referred to as CONTRACTOR/GRANTEE, PURPOSE Contractor Name: Community Action Council Address: 420 Golf Club Rd SE, Suite 100 City, State & Zip Code: Lacey, WA Phone: Address: jann@caclmt.org Washington State UBI # Federal ID # The purpose of this contract/grant is to assist the COUNTY to meet its requirement to reduce homelessness pursuant to the Revised Code of Washington and according to the approved Mason County Homeless Plan. DURATION OF CONTRACT The term of this contract/grant shall begin on January 1, 2012 and shall terminate on December 31, SCOPE OF WORK A. The CONTRACTOR/GRANTEE will provide services and staff, and otherwise do all things necessary for or incidental to the performance of work, as identified by the COUNTY in Appendix A. B. The CONTRACTOR/GRANTEE shall produce written reports or other written documents (deliverables) as identified by the COUNTY in writing and detailed in Appendix A. C. The CONTRACTOR/GRANTEE shall identify how the services they provide address and advance the goals of the Mason County Homeless Plan. D. The CONTRACTOR/GRANTEE shall identify measures that will be used to demonstrate outcomes that address and advance the goals of the Mason County Homeless Plan. All written reports required under this contract must be delivered to the Contract/Grant Manager, in accordance with the schedule set forth in Appendix A. SERVICES PROVIDED BY THE CONTRACTOR The CONTRACTOR/GRANTEE represents that it is qualified and possesses the necessary expertise, knowledge, training and skills, and has the necessary licenses and/or certification to perform the services set forth in this Contract/Grant. The CONTRACTOR/GRANTEE agrees to the following: a) Provide a detailed description of the services to be performed by the CONTRACTOR/GRANTEE as set forth in Appendix A which is attached hereto and incorporated herein by reference. Revised: February 2012 Approved as to Form: February 2012 Page 1

7 b) The CONTRACTOR/GRANTEE agrees to provide its own labor and materials. Unless otherwise provided for in the Contract/Grant, no material, labor, or facilities will be furnished by the COUNTY. c) The CONTRACTOR/GRANTEE shall perform according to standard industry practice of the work specified by this Contract/Grant and shall maintain and provide to the COUNTY detailed financial records of contracted funds and corresponding service performance. d) The CONTRACTOR/GRANTEE shall complete its work in a timely manner and in accordance with the schedule agreed to by the parties. e) The CONTRACTOR/GRANTEE shall, from time to time, during the progress of the work, confer with the COUNTY. At the COUNTY'S request, the CONTRACTOR/GRANTEE shall prepare and present status reports on its work. f) The COUNTY may, at reasonable times, inspect the books and records of the CONTRACTOR/GRANTEE relating to the performance of this Contract. The CONTRACTOR/GRANTEE shall keep all records required by this Contract for six (6) years after termination of this Contract for audit purposes. The CONTRACTOR/GRANTEE further agrees, at the COUNTY'S request, to provide a copy of their most recent audit report. SERVICES PROVIDED BY THE COUNTY In order to assist the CONTRACTOR/GRANTEE in fulfilling its duties under this Contract/Grant, the COUNTY shall provide the following: a) Relevant information as it exists to assist the CONTRACTOR/GRANTEE with the performance of the CONTRACTOR'S/GRANTEE'S services. b) Coordination with other County Departments or other Consultants as necessary for the performance of the CONTRACTOR'S/GRANTEE'S services. c) Services documents, or other information identified in Appendix A. COMPENSATION AND PAYMENT a) For services performed hereunder, the maximum total amount payable by the COUNTY to the CONTRACTOR/GRANTEE under this Contract/Grant shall not exceed $11,400 which shall be paid from the 2163 fund. b) No payment shall be made for any work performed or expense incurred by the CONTRACTOR/GRANTEE, except for work and/or expenses identified and set forth in this Contract/Grant or supporting exhibits or attachments incorporated by reference into this Contract/Grant. c) CONTRACTOR'S/GRANTEE'S compensation for services rendered and/or expenses directly related to services rendered shall be in accordance with Appendix A. d) In the event the CONTRACTOR/GRANTEE has failed to perform any substantial obligation to be performed by the CONTRACTOR/GRANTEE under this Contract/Grant and such failure has not been cured within ten (10) days following notice from the COUNTY, then the COUNTY may, upon written notice to the CONTRACTOR/GRANTEE, withhold any and all monies due and payable or seek reimbursement of funds provided to the CONTRACTOR/GRANTEE as a Grant, without penalty until such failure to perform is cured or otherwise adjudicated. "Substantial" for purposes of this Contract/Grant means faithfully fulfilling the terms of this Contract/Grant with variances only for technical or minor omissions or defects. e) The COUNTY may, in its sole discretion, terminate the contract or withhold payments claimed by the CONTRACTOR/GRANTEE or seek reimbursement of funds already distributed to CONTRACTOR/GRANTEE if the CONTRACTOR/GRANTEE fails to satisfactorily comply with any term or condition of this Contract/Grant. f) The CONTRACTOR/GRANTEE shall be paid an amount not to exceed $11,400 for services rendered unless mutually agreed upon by both parties through an amendment to the Contract/Grant and all relevant attachments referenced herein. g) Expenses. If the CONTRACTOR/GRANTEE is to receive reimbursement for travel and other expenses as identified in Appendix A., CONTRACTOR/GRANTEE shall receive compensation for travel expenses at current State travel reimbursement rates. To receive reimbursement, Revised: February 2012 Approved as to Form: February 2012 Page 2

8 CONTRACTOR/GRANTEE must provide a detailed breakdown of authorized expenses, identifying what was expended and when. BILLING PROCEDURES COUNTY will pay CONTRACTOR/GRANTEE according to compensation/billing procedures contained in Appendix A. Invoices shall describe and document to the COUNTY'S satisfaction a description of the work performed, the progress of the project, and fees. If expenses are invoiced, provide a detailed breakdown of each type. AMENDMENTS AND CHANGES IN WORK a) In the event of any errors or omissions by the CONTRACTOR/GRANTEE in the performance of any work required under this Contract, the CONTRACTOR shall make any and all necessary corrections without additional compensation. 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. b) No amendment, modification or renewal shall be made to this Contract unless set forth in a written Contract Amendment, signed by both parties and attached to this Contract. CONTRACT MANAGEMENT The Contract Manager for each of the parties shall be the contact person for all communications and billings regarding the performance of this Contract. Contract Manager for CONTRACTOR is: Contractor Name: Jan Naughton Address: 420 Golf Club Rd SE, Suite 100 City, State & Zip Code: Lacey, WA Phone: Address: jann@caclmt.org Fax: Contract Manager for COUNTY is: Contract Manager: Casey Bingham Address: PO Box 1666 City, State Zip Code: Shelton, WA Phone: (360) , ext. 562 Fax: (360) address: caseyb@co.mason.wa.us ASSURANCES COUNTY and the CONTRACTOR/GRANTEE agree that all activity pursuant to this Contract will be in accordance with all the applicable current federal, state and local laws, rules, and regulations. INDEPENDENT CONTRACTOR a) CONTRACTOR/GRANTEE acknowledges that they are an independent contractor and not an employee of the COUNTY. The CONTRACTOR/GRANTEE specifically has the right to direct and control CONTRACTOR'S/GRANTEE'S own activities in providing the agreed services in accordance with the specifications set out in this Contract. b) The CONTRACTOR/GRANTEE acknowledges that the entire compensation for this Contract/Grant is set forth in this Contract and the CONTRACTOR/GRANTEE 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, fringe benefits, or any other rights or privileges afforded to Mason County employees. c) The CONTRACTOR/GRANTEE 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/GRANTEE shall be or deem to be or act or purport to act as an employee, agent or representative of the COUNTY. d) The CONTRACTOR/GRANTEE 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, federal or state legislation which is now or may during the term of this Contract be Revised: February 2012 Approved as to Form: February 2012 Page 3

9 enacted as to all persons employed by the CONTRACTOR/GRANTEE and as to all duties, activities and requirements by the CONTRACTOR/GRANTEE in performance of the work on this project and under this Contract and shall assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or regulations. e) The CONTRACTOR/GRANTEE agrees to immediately remove any of its employees or agents from assignment to perform services under this Contract upon receipt of a written request to do so from the COUNTY's contract representative or designee. HOLD HARMLESS AND INDEMNIFICATION To the fullest extent permitted by law, CONTRACTOR/GRANTEE shall hold harmless, indemnify and defend the COUNTY, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, losses, expenses, damages, and judgments of any nature whatsoever, including cost and attorneys fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the CONTRACTOR'S/GRANTEE'S acts, errors or omissions or the acts, errors or omissions of its employees, agents, subcontractors or anyone for whose acts any of them may be liable, in the performance of this Contract. Claims shall include, but not be limited to, assertions that information supplied or used by the CONTRACTOR/GRANTEE or subcontractor infringes any patent, copyright, trademark, trade name or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the CONTRACTOR'S/GRANTEE'S obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the COUNTY, its officers, officials, employees or agents. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the CONTRACTOR'S/GRANTEE'S obligations hereunder shall apply only to the percentage of fault attributable to the CONTRACTOR/GRANTEE, its employees, agents or subcontractors. INSURANCE a) Professional Legal Liability: The CONTRACTOR/GRANTEE, if a licensed professional, shall maintain Professional Legal Liability or Professional Errors and Omissions coverage appropriate to the CONTRACTOR'S/GRANTEE'S profession. The coverage shall apply to liability for a professional error, act or omission arising out of the scope of the CONTRACTOR'S/GRANTEE'S services defined in this Contract. Coverage shall not exclude bodily injury or property damage. Coverage shall not exclude hazards related to the work rendered as part of the Contract or within the scope of the CONTRACTOR'S/GRANTEE'S services as defined by this Contract. b) Worker's Compensation (Industrial Insurance): The CONTRACTOR/GRANTEE shall maintain workers' compensation insurance as required by Title 51 RCW, and shall provide evidence of coverage to Mason County. c) Commercial General Liability: The CONTRACTOR/GRANTEE shall provide Commercial General Liability coverage which does not exclude any activity to be performed in fulfillment of this Contract. Specialized forms specific to the industry of the CONTRACTOR/GRANTEE will be deemed equivalent provided coverage is no more restrictive than would be provided under a standard Commercial General Liability policy, including contractual liability coverage. a. The CONTRACTOR'S/GRANTEE'S Commercial General Liability Insurance shall include the COUNTY, its officers, officials, employees and agents with respect to performance of services, and shall contain no special limitations on the scope of protection afforded to the COUNTY as an additional insured. b. The CONTRACTOR/GRANTEE shall furnish the COUNTY with evidence that the additional insured provision required above has been met. An acceptable form of evidence is the endorsement pages of the policy showing the COUNTY as an additional insured. c. If the CONTRACTOR'S/GRANTEE'S liability is written as a claims made policy, then the CONTRACTOR/GRANTEE must furnish evidence of the purchase of an extended reporting Revised: February 2012 Approved as to Form: February 2012 Page 4

10 period or "tail" coverage for a three year period after contract/grant completion, or otherwise maintain the coverage for the three-year period. d. If the Contract is over $50,000 then the CONTRACTOR/GRANTEE shall also maintain Employers Liability Coverage. d) Automobile Liability: The CONTRACTOR/GRANTEE shall maintain business Automobile Liability Insurance with a limit of not less than $100,000 each accident combined Bodily Injury and Property Damages. Coverage shall include owned, hired and non-owned automobiles. e) Other Insurance Provisions: a. The CONTRACTOR'S/GRANTEE'S liability provisions shall be primary with respect to any insurance or self-insurance programs covering the COUNTY, its elected and appointed officers, officials, employees and agents. b. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the COUNTY, it officers, officials, employees or agents. c. The CONTRACTOR'S/GRANTEE'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. d. The CONTRACTOR/GRANTEE shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. e. The insurance limits mandated for any insurance coverage required by this Contract are not intended to be an indication of exposure nor are they limitations on indemnification. f. The CONTRACTOR/GRANTEE shall maintain all required policies in force from the time services commence until services are completed. Certificates, policies, and endorsements expiring before completion of services shall be promptly replaced. TERMINATION a) The COUNTY may terminate this Contract for convenience in whole or in part whenever the COUNTY determines, in its sole discretion, that such termination is in the best interests of the COUNTY. The COUNTY may terminate this Contract upon giving thirty (30) days written notice to the CONTRACTOR/GRANTEE. In that event, the COUNTY shall pay the CONTRACTOR/GRANTEE for all costs incurred by the CONTRACTOR/GRANTEE in performing the Contract up to the date of such notice. Payment shall be made in accordance with the terms of the Contract. b) In the event that funding for this project is withdrawn, reduced or limited in any way after the effective date of this Contract, the COUNTY may summarily terminate this Contract notwithstanding any other termination provision of the Contract. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by the COUNTY to the CONTRACTOR/GRANTEE. After the effective date, no charges incurred under this Contract are allowable. c) If the CONTRACTOR/GRANTEE breaches any of its obligations hereunder, and fails to cure the breach within ten (10) days of written notice to do so by the COUNTY, the COUNTY may terminate this Contract, in which case the COUNTY shall pay the CONTRACTOR/GRANTEE only for the costs of services accepted by the COUNTY. Upon such termination, the COUNTY, at its discretion, may obtain performance of the work elsewhere, and the CONTRACTOR/GRANTEE shall bear all costs and expenses incurred by the COUNTY in completing the work and all damage sustained by the COUNTY by reason of the CONTRACTOR'S/GRANTEE'S breach. If, subsequent to termination, it is determined for any reason that (1) the CONTRACTOR/GRANTEE was not in Revised: February 2012 Approved as to Form: February 2012 Page 5

11 default, or (2) the CONTRACTOR'S/GRANTEE'S failure to perform was not its fault or its subcontractor's fault or negligence, the termination shall be deemed to be a termination under subsection a of this section. ASSIGNMENT, DELEGATION, AND SUBCONTRACTING a) The CONTRACTOR/GRANTEE shall perform the terms of the Contract using only its bona fide employees or agents who have the qualifications to perform under this Contract. The obligations and duties of the CONTRACTOR under this Contract shall not be assigned, delegated, or subcontracted to any other person or firm without prior express consent of the COUNTY. b) The CONTRACTOR/GRANTEE warrants that it has not paid nor has it agreed to pay any company, person, partnership, or firm, other than a bona fide employee working exclusively for CONTRACTOR/GRANTEE, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. NONDISCRIMINATION The CONTRACTOR/GRANTEE, its assignees, delegates, or subcontractors shall not discriminate against any person in the performance of its obligations hereunder on the basis of race, color, ethnicity, religion, national origin, age, sex, marital status, veteran status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with RCW OWNERSHIP OF MATERIALS/WORK PRODUCED a) Material produced in the performance of the work under this Contract shall be "works for hire" as defined by 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. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. The COUNTY agrees that if it uses any materials prepared by the CONTRACTOR/GRANTEE for purposes other than those intended by this Contract, it does so at its so risk and it agrees to hold the CONTRACTOR/GRANTEE harmless therefore to the extent such use is agreed to in writing by the CONTRACTOR/GRANTEE. b) An electronic copy of all or a portion of material produced shall be submitted to the COUNTY upon request or at the end of the job. DISPUTES Differences between the CONTRACTOR/GRANTEE and the COUNTY, arising under and by virtue of this Contract, shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due the CONTRACTOR/GRANTEE shall be decided by the COUNTY'S Contract representative or designee. All rulings, orders, instructions and decisions of the COUNTY'S contract representative shall be final and conclusive, subject to the CONTRACTOR'S/GRANTEE'S right to seek judicial relief pursuant to this Contract. CHOICE OF LAW, JURISDICTION AND VENUE a) This Contract has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. b) Any action at law, suit in equity, or judicial proceeding arising out of the Contract shall be instituted and maintained only in any of the courts of competent jurisdiction in Mason County, Washington. Revised: February 2012 Approved as to Form: February 2012 Page 6

12 CONFORMANCE/SEVERABILITY a) If a court of competent jurisdiction holds any part, term or provision of this Contract to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights an obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. b) If any provision of this Contract is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. c) Should the COUNTY determine that the severed portions substantially alter this Contract so that the original intent and purpose of the Contract no longer exists, the COUNTY may, in its sole discretion, terminate this Contract. ENTIRE AGREEMENT This contract including referenced exhibits represents all the terms and conditions agreed upon by the parties. No other understandings or representations, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or to bind any of the parties hereto. NOTICES Any notices shall be effective if personally served upon the other part or if mailed by registered or certified mail, return receipt request, to the addresses set out in this Contract. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to be given three days following the date of mailing or immediately if personally served. For service by facsimile, service shall be effective upon receipt during working hours. If a facsimile is sent after working hours, it shall be effective at the beginning of the next working day. APPROVAL This contract shall be subject to the written approval of the COUNTY'S authorized representative and shall not be binding until so approved. The contract may be altered, amended, or waived only by a written amendment executed by both parties. THIS CONTRACT, including all Appendices, is executed by the persons signing below who warrant that they have the authority to execute the contract. COMMUNITY ACTION COUNCIL MASON COUNTY COMMISSIONERS Signature Lynda Ring Erickson, Chair Title Date Date Approved as to form: Tim Whitehead, Chief Deputy Prosecuting Attorney Revised: February 2012 Approved as to Form: February 2012 Page 7

13 EXHIBIT A SCOPE OF SERVICES COMMUNITY ACTION COUNCIL TOTAL BUDGET - $11,400 TOOTH ACHE CLINIC Provide dental services to populations who are homeless or at-risk for homelessness including low-income, under served and uninsured Mason County residents Implement system to provide services for emergencies from agencies that are providing direct services to the homeless. These can include Mason County Shelter, Turning Pointe, the Homeless Advocate, Faith in Action, Family Resource Coordinators, Shelton School District Homeless Liaison, the Education Advocate Sign a Memorandum of Understanding per client information sharing limited to monitoring outcome of Mason County Homeless Plan ADMINISTRATION AND OPERATION SUPPORT Maintain program files for the Dental Clinic Monitor expenditures in the program to stay within allowed budget Provide progress report to county if requested Provide final report to Mason County Housing Coalition Coordinator by Feb 1, 2013 Provide P&L on the Dental Clinic services Any unspent funds are to be returned to the county o Check made out to the County Auditor o Check mailed to Casey Bingham, PO Box 1666, Shelton, WA Revised: February 2012 Approved as to Form: February 2012 Page 8

14 CONTRACT/GRANT FOR PROFESSIONAL SERVICES BETWEEN MASON COUNTY AND COMMUNITY ACTION COUNCIL This Contract/Grant is made and entered into by and between the Mason County, a municipal corporation, hereinafter referred to as the "COUNTY", and the below named firm, hereinafter referred to as CONTRACTOR/GRANTEE, PURPOSE Contractor Name: Community Action Council Address: 420 Golf Club Rd SE, Suite 100 City, State & Zip Code: Lacey, WA Phone: Address: dalel@caclmt.org Washington State UBI # Federal ID # The purpose of this contract/grant is to assist the COUNTY to meet its requirement to reduce homelessness pursuant to the Revised Code of Washington and according to the approved Mason County Homeless Plan. DURATION OF CONTRACT The term of this contract/grant shall begin on January 1, 2012 and shall terminate on December 31, SCOPE OF WORK A. The CONTRACTOR/GRANTEE will provide services and staff, and otherwise do all things necessary for or incidental to the performance of work, as identified by the COUNTY in Appendix A. B. The CONTRACTOR/GRANTEE shall produce written reports or other written documents (deliverables) as identified by the COUNTY in writing and detailed in Appendix A. C. The CONTRACTOR/GRANTEE shall identify how the services they provide address and advance the goals of the Mason County Homeless Plan. D. The CONTRACTOR/GRANTEE shall identify measures that will be used to demonstrate outcomes that address and advance the goals of the Mason County Homeless Plan. All written reports required under this contract must be delivered to the Contract/Grant Manager, in accordance with the schedule set forth in Appendix A. SERVICES PROVIDED BY THE CONTRACTOR The CONTRACTOR/GRANTEE represents that it is qualified and possesses the necessary expertise, knowledge, training and skills, and has the necessary licenses and/or certification to perform the services set forth in this Contract/Grant. The CONTRACTOR/GRANTEE agrees to the following: a) Provide a detailed description of the services to be performed by the CONTRACTOR/GRANTEE as set forth in Appendix A which is attached hereto and incorporated herein by reference. Revised: February 2012 Approved as to Form: February 2012 Page 1

15 b) The CONTRACTOR/GRANTEE agrees to provide its own labor and materials. Unless otherwise provided for in the Contract/Grant, no material, labor, or facilities will be furnished by the COUNTY. c) The CONTRACTOR/GRANTEE shall perform according to standard industry practice of the work specified by this Contract/Grant and shall maintain and provide to the COUNTY detailed financial records of contracted funds and corresponding service performance. d) The CONTRACTOR/GRANTEE shall complete its work in a timely manner and in accordance with the schedule agreed to by the parties. e) The CONTRACTOR/GRANTEE shall, from time to time, during the progress of the work, confer with the COUNTY. At the COUNTY'S request, the CONTRACTOR/GRANTEE shall prepare and present status reports on its work. f) The COUNTY may, at reasonable times, inspect the books and records of the CONTRACTOR/GRANTEE relating to the performance of this Contract. The CONTRACTOR/GRANTEE shall keep all records required by this Contract for six (6) years after termination of this Contract for audit purposes. The CONTRACTOR/GRANTEE further agrees, at the COUNTY'S request, to provide a copy of their most recent audit report. SERVICES PROVIDED BY THE COUNTY In order to assist the CONTRACTOR/GRANTEE in fulfilling its duties under this Contract/Grant, the COUNTY shall provide the following: a) Relevant information as it exists to assist the CONTRACTOR/GRANTEE with the performance of the CONTRACTOR'S/GRANTEE'S services. b) Coordination with other County Departments or other Consultants as necessary for the performance of the CONTRACTOR'S/GRANTEE'S services. c) Services documents, or other information identified in Appendix A. COMPENSATION AND PAYMENT a) For services performed hereunder, the maximum total amount payable by the COUNTY to the CONTRACTOR/GRANTEE under this Contract/Grant shall not exceed $7,040 which shall be paid from the 2163 fund. b) No payment shall be made for any work performed or expense incurred by the CONTRACTOR/GRANTEE, except for work and/or expenses identified and set forth in this Contract/Grant or supporting exhibits or attachments incorporated by reference into this Contract/Grant. c) CONTRACTOR'S/GRANTEE'S compensation for services rendered and/or expenses directly related to services rendered shall be in accordance with Appendix A. d) In the event the CONTRACTOR/GRANTEE has failed to perform any substantial obligation to be performed by the CONTRACTOR/GRANTEE under this Contract/Grant and such failure has not been cured within ten (10) days following notice from the COUNTY, then the COUNTY may, upon written notice to the CONTRACTOR/GRANTEE, withhold any and all monies due and payable or seek reimbursement of funds provided to the CONTRACTOR/GRANTEE as a Grant, without penalty until such failure to perform is cured or otherwise adjudicated. "Substantial" for purposes of this Contract/Grant means faithfully fulfilling the terms of this Contract/Grant with variances only for technical or minor omissions or defects. e) The COUNTY may, in its sole discretion, terminate the contract or withhold payments claimed by the CONTRACTOR/GRANTEE or seek reimbursement of funds already distributed to CONTRACTOR/GRANTEE if the CONTRACTOR/GRANTEE fails to satisfactorily comply with any term or condition of this Contract/Grant. f) The CONTRACTOR/GRANTEE shall be paid an amount not to exceed $7,040 for services rendered unless mutually agreed upon by both parties through an amendment to the Contract/Grant and all relevant attachments referenced herein. g) Expenses. If the CONTRACTOR/GRANTEE is to receive reimbursement for travel and other expenses as identified in Appendix A., CONTRACTOR/GRANTEE shall receive compensation for travel expenses at current State travel reimbursement rates. To receive reimbursement, Revised: February 2012 Approved as to Form: February 2012 Page 2

16 CONTRACTOR/GRANTEE must provide a detailed breakdown of authorized expenses, identifying what was expended and when. BILLING PROCEDURES COUNTY will pay CONTRACTOR/GRANTEE according to compensation/billing procedures contained in Appendix A. Invoices shall describe and document to the COUNTY'S satisfaction a description of the work performed, the progress of the project, and fees. If expenses are invoiced, provide a detailed breakdown of each type. AMENDMENTS AND CHANGES IN WORK a) In the event of any errors or omissions by the CONTRACTOR/GRANTEE in the performance of any work required under this Contract, the CONTRACTOR shall make any and all necessary corrections without additional compensation. 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. b) No amendment, modification or renewal shall be made to this Contract unless set forth in a written Contract Amendment, signed by both parties and attached to this Contract. CONTRACT MANAGEMENT The Contract Manager for each of the parties shall be the contact person for all communications and billings regarding the performance of this Contract. Contract Manager for CONTRACTOR is: Contractor Name: Dale Lewis Address: 420 Golf Club Rd SE, Suite 100 City, State & Zip Code: Lacey, WA Phone: Address: dalel@caclmt.org Fax: Contract Manager for COUNTY is: Contract Manager: Casey Bingham Address: PO Box 1666 City, State Zip Code: Shelton, WA Phone: (360) , ext. 562 Fax: (360) address: caseyb@co.mason.wa.us ASSURANCES COUNTY and the CONTRACTOR/GRANTEE agree that all activity pursuant to this Contract will be in accordance with all the applicable current federal, state and local laws, rules, and regulations. INDEPENDENT CONTRACTOR a) CONTRACTOR/GRANTEE acknowledges that they are an independent contractor and not an employee of the COUNTY. The CONTRACTOR/GRANTEE specifically has the right to direct and control CONTRACTOR'S/GRANTEE'S own activities in providing the agreed services in accordance with the specifications set out in this Contract. b) The CONTRACTOR/GRANTEE acknowledges that the entire compensation for this Contract/Grant is set forth in this Contract and the CONTRACTOR/GRANTEE 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, fringe benefits, or any other rights or privileges afforded to Mason County employees. c) The CONTRACTOR/GRANTEE 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/GRANTEE shall be or deem to be or act or purport to act as an employee, agent or representative of the COUNTY. d) The CONTRACTOR/GRANTEE 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, federal or state legislation which is now or may during the term of this Contract be Revised: February 2012 Approved as to Form: February 2012 Page 3

17 enacted as to all persons employed by the CONTRACTOR/GRANTEE and as to all duties, activities and requirements by the CONTRACTOR/GRANTEE in performance of the work on this project and under this Contract and shall assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or regulations. e) The CONTRACTOR/GRANTEE agrees to immediately remove any of its employees or agents from assignment to perform services under this Contract upon receipt of a written request to do so from the COUNTY's contract representative or designee. HOLD HARMLESS AND INDEMNIFICATION To the fullest extent permitted by law, CONTRACTOR/GRANTEE shall hold harmless, indemnify and defend the COUNTY, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, losses, expenses, damages, and judgments of any nature whatsoever, including cost and attorneys fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the CONTRACTOR'S/GRANTEE'S acts, errors or omissions or the acts, errors or omissions of its employees, agents, subcontractors or anyone for whose acts any of them may be liable, in the performance of this Contract. Claims shall include, but not be limited to, assertions that information supplied or used by the CONTRACTOR/GRANTEE or subcontractor infringes any patent, copyright, trademark, trade name or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the CONTRACTOR'S/GRANTEE'S obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the COUNTY, its officers, officials, employees or agents. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the CONTRACTOR'S/GRANTEE'S obligations hereunder shall apply only to the percentage of fault attributable to the CONTRACTOR/GRANTEE, its employees, agents or subcontractors. INSURANCE a) Professional Legal Liability: The CONTRACTOR/GRANTEE, if a licensed professional, shall maintain Professional Legal Liability or Professional Errors and Omissions coverage appropriate to the CONTRACTOR'S/GRANTEE'S profession. The coverage shall apply to liability for a professional error, act or omission arising out of the scope of the CONTRACTOR'S/GRANTEE'S services defined in this Contract. Coverage shall not exclude bodily injury or property damage. Coverage shall not exclude hazards related to the work rendered as part of the Contract or within the scope of the CONTRACTOR'S/GRANTEE'S services as defined by this Contract. b) Worker's Compensation (Industrial Insurance): The CONTRACTOR/GRANTEE shall maintain workers' compensation insurance as required by Title 51 RCW, and shall provide evidence of coverage to Mason County. c) Commercial General Liability: The CONTRACTOR/GRANTEE shall provide Commercial General Liability coverage which does not exclude any activity to be performed in fulfillment of this Contract. Specialized forms specific to the industry of the CONTRACTOR/GRANTEE will be deemed equivalent provided coverage is no more restrictive than would be provided under a standard Commercial General Liability policy, including contractual liability coverage. a. The CONTRACTOR'S/GRANTEE'S Commercial General Liability Insurance shall include the COUNTY, its officers, officials, employees and agents with respect to performance of services, and shall contain no special limitations on the scope of protection afforded to the COUNTY as an additional insured. b. The CONTRACTOR/GRANTEE shall furnish the COUNTY with evidence that the additional insured provision required above has been met. An acceptable form of evidence is the endorsement pages of the policy showing the COUNTY as an additional insured. c. If the CONTRACTOR'S/GRANTEE'S liability is written as a claims made policy, then the CONTRACTOR/GRANTEE must furnish evidence of the purchase of an extended reporting Revised: February 2012 Approved as to Form: February 2012 Page 4

18 period or "tail" coverage for a three year period after contract/grant completion, or otherwise maintain the coverage for the three-year period. d. If the Contract is over $50,000 then the CONTRACTOR/GRANTEE shall also maintain Employers Liability Coverage. d) Automobile Liability: The CONTRACTOR/GRANTEE shall maintain business Automobile Liability Insurance with a limit of not less than $100,000 each accident combined Bodily Injury and Property Damages. Coverage shall include owned, hired and non-owned automobiles. e) Other Insurance Provisions: a. The CONTRACTOR'S/GRANTEE'S liability provisions shall be primary with respect to any insurance or self-insurance programs covering the COUNTY, its elected and appointed officers, officials, employees and agents. b. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the COUNTY, it officers, officials, employees or agents. c. The CONTRACTOR'S/GRANTEE'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. d. The CONTRACTOR/GRANTEE shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. e. The insurance limits mandated for any insurance coverage required by this Contract are not intended to be an indication of exposure nor are they limitations on indemnification. f. The CONTRACTOR/GRANTEE shall maintain all required policies in force from the time services commence until services are completed. Certificates, policies, and endorsements expiring before completion of services shall be promptly replaced. TERMINATION a) The COUNTY may terminate this Contract for convenience in whole or in part whenever the COUNTY determines, in its sole discretion, that such termination is in the best interests of the COUNTY. The COUNTY may terminate this Contract upon giving thirty (30) days written notice to the CONTRACTOR/GRANTEE. In that event, the COUNTY shall pay the CONTRACTOR/GRANTEE for all costs incurred by the CONTRACTOR/GRANTEE in performing the Contract up to the date of such notice. Payment shall be made in accordance with the terms of the Contract. b) In the event that funding for this project is withdrawn, reduced or limited in any way after the effective date of this Contract, the COUNTY may summarily terminate this Contract notwithstanding any other termination provision of the Contract. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by the COUNTY to the CONTRACTOR/GRANTEE. After the effective date, no charges incurred under this Contract are allowable. c) If the CONTRACTOR/GRANTEE breaches any of its obligations hereunder, and fails to cure the breach within ten (10) days of written notice to do so by the COUNTY, the COUNTY may terminate this Contract, in which case the COUNTY shall pay the CONTRACTOR/GRANTEE only for the costs of services accepted by the COUNTY. Upon such termination, the COUNTY, at its discretion, may obtain performance of the work elsewhere, and the CONTRACTOR/GRANTEE shall bear all costs and expenses incurred by the COUNTY in completing the work and all damage sustained by the COUNTY by reason of the CONTRACTOR'S/GRANTEE'S breach. If, subsequent to termination, it is determined for any reason that (1) the CONTRACTOR/GRANTEE was not in Revised: February 2012 Approved as to Form: February 2012 Page 5

19 default, or (2) the CONTRACTOR'S/GRANTEE'S failure to perform was not its fault or its subcontractor's fault or negligence, the termination shall be deemed to be a termination under subsection a of this section. ASSIGNMENT, DELEGATION, AND SUBCONTRACTING a) The CONTRACTOR/GRANTEE shall perform the terms of the Contract using only its bona fide employees or agents who have the qualifications to perform under this Contract. The obligations and duties of the CONTRACTOR under this Contract shall not be assigned, delegated, or subcontracted to any other person or firm without prior express consent of the COUNTY. b) The CONTRACTOR/GRANTEE warrants that it has not paid nor has it agreed to pay any company, person, partnership, or firm, other than a bona fide employee working exclusively for CONTRACTOR/GRANTEE, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. NONDISCRIMINATION The CONTRACTOR/GRANTEE, its assignees, delegates, or subcontractors shall not discriminate against any person in the performance of its obligations hereunder on the basis of race, color, ethnicity, religion, national origin, age, sex, marital status, veteran status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with RCW OWNERSHIP OF MATERIALS/WORK PRODUCED a) Material produced in the performance of the work under this Contract shall be "works for hire" as defined by 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. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. The COUNTY agrees that if it uses any materials prepared by the CONTRACTOR/GRANTEE for purposes other than those intended by this Contract, it does so at its so risk and it agrees to hold the CONTRACTOR/GRANTEE harmless therefore to the extent such use is agreed to in writing by the CONTRACTOR/GRANTEE. b) An electronic copy of all or a portion of material produced shall be submitted to the COUNTY upon request or at the end of the job. DISPUTES Differences between the CONTRACTOR/GRANTEE and the COUNTY, arising under and by virtue of this Contract, shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due the CONTRACTOR/GRANTEE shall be decided by the COUNTY'S Contract representative or designee. All rulings, orders, instructions and decisions of the COUNTY'S contract representative shall be final and conclusive, subject to the CONTRACTOR'S/GRANTEE'S right to seek judicial relief pursuant to this Contract. CHOICE OF LAW, JURISDICTION AND VENUE a) This Contract has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. b) Any action at law, suit in equity, or judicial proceeding arising out of the Contract shall be instituted and maintained only in any of the courts of competent jurisdiction in Mason County, Washington. Revised: February 2012 Approved as to Form: February 2012 Page 6