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HomeMy WebLinkAboutCONTRACT SAMPLE - Subject to changeAGREEMENT FOR 2027 AFFORDABLE HOUSING/HOMELESSNESS SERVICES FUNDING FOR ENTER RECIPIENT NAME HERE This Agreement is by and between Jefferson COUNTY, Washington (the COUNTY) and ENTER RECIPIENT NAME HERE (“RECIPIENT”). WHEREAS, RECIPIENT is a non-profit corporation registered with the Secretary of State of the State of Washington under UBI number ENTER UBI HERE; and WHEREAS, the COUNTY desires to support affordable housing and reduce or eliminate homelessness in unincorporated Jefferson COUNTY, as authorized by Chapter 36.22 RCW, Chapter 82.14 RCW, and Chapter 3.33 Jefferson COUNTY Code; and WHEREAS, the COUNTY appointed the Jefferson COUNTY Housing Fund Board (“HFB”) to review and recommend Affordable and Supportive Housing Fund (1590 FUNDS) and/or Homeless Housing and Assistance Fund (5386 FUNDS) proposals submitted to the COUNTY, as authorized by RCW 82.14.530, RCW 82.14.540 and Chapter 3.33 Jefferson COUNTY Code; and WHEREAS, RECIPIENT submitted a qualified Affordable and Supportive Housing Fund (1590 FUNDS) and/or Homeless Housing and Assistance Fund (5386 FUNDS) proposal to the HFB; WHEREAS, the HFB reviewed and recommended funding all or part of RECIPIENT’s qualified Affordable and Supportive Housing Fund (1590 FUNDS) and/or Homeless Housing and Assistance Fund (5386 FUNDS) proposal to the Jefferson County Board of Commissioners; WHEREAS, the Jefferson County Board of Commissioners reviewed the HFB recommendation for funding all or part of RECIPIENT’s qualified Affordable and Supportive Housing Fund (1590 FUNDS) and/or Homeless Housing and Assistance Fund (5386 FUNDS) proposal and finalized an award of ADD 2027 AMOUNT HERE from FUND 148 OR 149 OR BOTH for the purposes recommended by the HFB (“Final HFB Award”); IN CONSIDERATION of the mutual covenants and agreements herein it is agreed by the parties as follows: SERVICES TO BE PERFORMED USING THE HFB AWARD RECIPIENT shall use its capabilities and utilize up to the total amount of Final HFB Award for the approved scope of work for the Project described in RECIPIENT’s proposal for the 2027 fiscal year, a copy of which is attached as Exhibit A. The budget for the Project is described in Exhibit B, attached. RESPONSIBILITIES OF RECIPIENT Reports. RECIPIENT shall submit a progress report no later than July 1, 2027 midway through the grant cycle period. An annual report form will be due no later than January 31, 2028. The report form will be distributed before the end of the year. Non-compliance may result in no funds awarded in the future. Reports shall include a comparison of outcomes to date with those initially proposed, and the total number of individuals served during the Agreement term. Payment. Expenses incurred on the Project, as described in Section 1.b., by the Project's consultants, contractors, suppliers, or RECIPIENT's staff shall be submitted to the COUNTY Administrator’s Office by RECIPIENT using a detailed invoice that includes all of the following: Each detailed invoice shall show individual items followed by the total amount incurred and the amount eligible for reimbursement under this grant. RECIPIENT may submit such invoices to the COUNTY once per month during the course of the Project for work completed. All invoices shall be submitted no later than 30 days after project completion; and, The COUNTY shall review and approve invoice payments. Payments will be limited to the monies that are available under the grant as described in Section 1. Such invoices, once approved, will be paid using the COUNTY's normal bill paying process and cycle. For a minimum of six (6) years, maintain documented proof of payments made, contracts executed, and other expenditures authorized under this Agreement. Upon reasonable notice, provide access to COUNTY or State representatives to audit those records. Funding provided by this Agreement may only be expended on the services described in Section 1 of this Agreement. Any monies used for other services or purposes shall be refunded to Jefferson COUNTY. Any monies under-expended of the total funding allocated under this Agreement shall be refunded to Jefferson COUNTY by January 31, 2027. RESPONSIBILITY OF JEFFERSON COUNTY The COUNTY shall provide RECIPIENT funding from the Affordable and Supportive Housing Fund (1590 FUNDS) and/or Homeless Housing and Assistance Fund (5386 FUNDS) to be used in support of their responsibilities as defined under this Agreement. Said funding is in the amount of the Final HFB Award for the 2027 fiscal year. Payment is conditioned on full compliance with this Agreement, including but not limited to, the submittal of the reports required by Section 2. Payment shall be made by the COUNTY upon receipt of an invoice on the next available billing cycle. TERM This Agreement shall be for a term of one year, commencing on January 1, 2027 and ending on December 31, 2027, except for the reports required in Section 2, which are due January 31, 2028. ASSIGNMENT A party’s interests in this in this Agreement may not be assigned to any other person. TERMINATION This Agreement may be terminated, in whole or in part, by the COUNTY upon thirty (30) days written notice in the event expected or actual revenue from Fund 148 and/or 149 is reduced or limited in any way, or for non-performance of duties under this Agreement, or for any reason. RECIPIENT may terminate this Agreement upon thirty (30) days written notice to the COUNTY. In the event of termination under this clause, the COUNTY shall be liable to pay only for services rendered prior to the effective date of termination. If termination covers a period for which payment has already been made, RECIPIENT shall refund to the COUNTY a pro-rated share of the payment based upon the balance of time remaining in the paid period, unless otherwise negotiated. HOLD HARMLESS RECIPIENT shall indemnify and hold the COUNTY, and its officers, employees, agents and volunteers (and their marital communities) harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from RECIPIENT’s negligence or breach of an of its obligations under this Agreement; provided that nothing herein shall require RECIPIENT to indemnify the COUNTY against and hold harmless the COUNTY from claims, demands or suits based solely upon the conduct of the COUNTY, its officers, employees, agents and volunteers (and their marital communities), and; provided further that if the claims or suits are caused by or result from the concurrent negligence of: (a) RECIPIENT’s agents or employees; and, (b) the COUNTY, its officers, employees agents and volunteers (and their marital communities), this indemnity provision with respect to claims or suits based upon such negligence, and or the costs to the COUNTY of defending such claims and suits, etc., shall be valid and enforceable only to the extent of RECIPIENT’s negligence, or the negligence of RECIPIENT’s agents or employees. RECIPIENT specifically assumes potential liability for actions brought against the COUNTY by RECIPIENT’s employees, including all other persons engaged in the performance of any work or service required of RECIPIENT under this Agreement and, solely for the purpose of this indemnification and defense, RECIPIENT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. RECIPIENT recognize that this waiver was specifically entered into pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation. INSURANCE RECIPIENT shall obtain and keep in force during the term of this Agreement, or as otherwise required, the following insurance: Commercial General Liability Insurance. RECIPIENT shall maintain commercial general liability coverage on a form acceptable to Jefferson COUNTY Risk Management for bodily injury, personal injury, and property damage, with a limits of not less than in the amount of at least $1 million per occurrence, for bodily injury, including death, and property damage; and Worker’s Compensation (Industrial Insurance). RECIPIENT shall maintain workers’ compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson COUNTY Risk Management, upon request. INDEPENDENT CONTRACTOR RECIPIENT and the COUNTY agree that RECIPIENT is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither RECIPIENT nor any employee of RECIPIENT shall be entitled to any benefits accorded COUNTY employees by virtue of the services provided under this Agreement. The COUNTY shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to RECIPIENT, or any employee, representative, agent or subcontractor of RECIPIENT. RECIPIENT shall be responsible for all applicable withholdings, deductions, state industrial insurance, tax reports, business licenses, registrations, and all other obligations of an independent organization. SUBCONTRACTING REQUIREMENTS RECIPIENT Owns Contract Performance. RECIPIENT is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. Recipient assumes responsibility for all liability for the actions and quality of services performed by any subcontractor. Subcontractor Disputes. Any dispute arising between RECIPIENT and any subcontractors or between subcontractors must be resolved with involvement of any kind on the part of the COUNTY and without detrimental impact on the delivery of contracted goods and services. LEGAL AND REGULATORY COMPLIANCE While performing under this Agreement, RECIPIENT, subcontractors, and their employees are required to comply with all applicable local, state and federal laws, codes, ordinances and regulations, including but not limited to: Applicable regulations of the Washington State Department of Labor and Industries, including WA-DOSH Safety Regulation; and State and Federal Anti-Discrimination Laws. COMPLIANCE WITH LAWS RECIPIENT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this Agreement. CHOICE OF LAW The parties agree that this Agreement is entered into in the State of Washington. This Agreement shall be governed by and construed under the laws of the United States, the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. DISPUTES The parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved under this Agreement shall be submitted in writing within 10 days to the County Risk Manager, whose decision in the matter shall be final, but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall pay for its own attorney’s fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County, subject to the venue provisions for actions against counties in RCW 36.01.050. The parties agree that the parties have the right of appeal from such decisions of the Superior Court under the laws of the State of Washington. RECIPIENT consents to the personal jurisdiction of the courts of the State of Washington. DISCRIMINATION PROHIBITED RECIPIENT with regard to the project to be completed under this Agreement, shall not discriminate on the grounds of age, sex, marital status, sexual orientation, race, creed, color, national origin, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability, unless based upon a bona fide occupational qualification in the selection and retention of employees, materials, supplies, or subcontractors. INTEGRATED AGREEMENT This agreement together with attachments or addenda represents the entire and integrated agreement between the COUNTY and RECIPIENT and supersedes all prior negotiations, representations, or agreements written or oral. PUBLIC RECORDS ACT This Agreement and any reports submitted by RECIPIENT are subject to disclosure as a public record under the Public Records Act, RCW Chapter 42.56. RECORDS RETENTION AND AUDIT AUTHORIZATION A minimum of six years, RECIPIENT shall maintain documented proof of payments made, contracts executed and other expenditures authorized under your Agreement with Jefferson COUNTY. Upon reasonable notice, RECIPIENT shall provide access to COUNTY or State representatives to audit records related to the funds provided to RECIPIENT under this Agreement. NO SEVERABILITY The terms of this Agreement are not severable. If any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be enforceable. SURVIVAL Those provisions of this Agreement that by their sense and purpose should survive the term of this Agreement shall survive the term of this Agreement for a period equal to any and all relevant statutes of limitation, plus the time necessary to fully resolve any claims, matters or actions begun within that period.. Without limiting the generality of the preceding sentence, and for the avoidance of doubt, the provisions that survive the term of this agreement include: (a) controlling law; (b) insurance; and, (c) indemnification. AMENDMENT, MODIFICATION AND WAIVER This Agreement may be not be amended or modified to change the approved scope of services in the Final HFB Award. Only the Jefferson County Board of Commissioners or their delegate by writing (delegation to be made prior to action) shall have the expressed, implied, or apparent authority to sign, alter, amend, modify, or waive any clause or condition of this Agreement. Any alteration, amendment, modification, or waiver of any clause or condition of this Agreement is not effective or binding unless made in writing and signed by the Jefferson County Board of Commissioners or their delegate. SIGNATURES ARE ON THE FOLLOWING PAGE JEFFERSON COUNTY WASHINGTON Board of COUNTY Commissioners Jefferson COUNTY, Washington By: __________________________________ Heidi Eisenhour, Chair Date By: __________________________________ NEW COMMISSIONER, Member Date By: __________________________________ Heather Dudley-Nollette, Member Date SEAL: ATTEST: _______________________________________Carolyn Gallaway, CMC Date Clerk of the Board Approved as to form only: _______________________________________ Philip C. Hunsucker, Date Chief Civil Deputy Prosecuting Attorney ENTER RECIPIENT NAME HERE By: ____________________________ Signature Name: _________________________ Title: __________________________ Date: __________________________   EXHIBIT A - SCOPE OF WORK RECIPIENT has been awarded ADD AWARD AMOUNT HERE (the “Final HFB Award”), after recommendation by the Housing Fund Board (“HFB”). Recipient shall use the Final HFB Award consistently with its response to the request for proposal submitted to the HFB during the 2027 cycle. A true and correct copy of the RECIPIENT’s response to the request for proposal is attached as Exhibit C. EXHIBIT B – BUDGET RECIPIENT has been awarded ADD AWARD AMOUNT HERE (the “Final HFB Award”), after recommendation by the Housing Fund Board (“HFB”). Recipient shall use the Final HFB Award consistently with its response to the request for proposal submitted to the HFB during the 2027 cycle. A true and correct copy of the RECIPIENT’s response to the request for proposal is attached as Exhibit C. Applicant: ENTER Contact: ENTER Address: ENTER Phone: ENTER Email: ENTER Exhibit C RECIPIENT’S PROPOSAL Request for Proposal (RFP) starts after this page