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FACILITATOR SERVICE AGREEMENT
This Agreement is entered into by and between Jefferson County ("County") and
, ("the Facilitator"), in consideration of the mutual benefits, terms, and
conditions hereinafter specified.
WHEREAS, on [date], 2018,the City of Port Townsend and Jefferson County executed an
Interlocal Cooperation Agreement Between Jefferson County and the City of Port Townsend to
Support Affordable Housing and Homeless Housing Programs Pursuant to RCW 36.22.178,RC W
36.2-2.1 -9 and RCW 36.22.1791 ("the 2018 ILA"); and
WHEREAS, Section 8 of the 2018 ILA authorizes the County to enter into a contract with
an organization to be designated as"the Facilitator"to perform a variety of functions to implement
the 2018 ILA with a contract in a form substantially as in Appendix B of the 2018 ILA, and
authorizes the Facilitator's contract to be funded using ILA Revenues as authorized by law or by
using other funding sources;
NOW THEREFORE, it is agreed as follows:
1. Definitions.
a. The definitions in the 2018 ILA are incorporated by reference into this Agreement.
Other definitions for this Agreement are below. If a definition below conflicts with
a definition in the 2018 ILA, the definition below controls.
b. "2018 ILA" means the Interlocal Cooperation Agreement Between Jefferson
County and the City of Port Townsend to Support Affordable Housing and
Homeless Housing Programs Pursuant to RC\k 36.22.178, RCW 36.22.179 and
RCW 36.22.1791, entered into on [date].
c. "Agreement"means this Facilitator Service Agreement.
d. "County" means Jefferson County, Washington, a municipal corporation under
Washington law.
e. "Facilitator"means
2. Scope of Services. The Facilitator agrees to utilize the funding provided under this
Agreement, along with other funding, to perform the services identified in Appendix 1,
including the provision of all labor.
3. Facilitator Not Prohibited from Performing Other Work. Nothing in this Agreement shall
prevent the Facilitator from independently conducting its own activities and work separate
from this Agreement.
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4. Term. The term of this Agreement is from the date of execution until December 31, 2021
and will automatically renew for additional one-year terms, unless terminated pursuant to
Section 16.
5. Payment. The Facilitator shall be paid by the County for services rendered under this
Agreement as follows:
a. Payment for the work provided by the Facilitator shall be as described in Appendix
2. The total amount of payment to the Facilitator through this Agreement shall not
exceed $XX,XXX, without prior written modification of this Agreement, executed
by both parties.
b. The Facilitator may submit invoices to the County once per month during the term
of this Agreement for eligible project costs and in a manner consistent with Exhibit
B, detailing costs and with such other backup information as the County may
require. Such invoices are subject to review by the County, and if paid for using
revenues collected pursuant to RC W 36.22.178, RCW 36.22.179 or R( \\
36.22.1791, may only be for activities authorized under those statutes. Upon
approval by the County of the invoices, payment will be made to the Facilitator in
the amount approved, up to the payment limits in Section 5.a.
c. Payment as provided in this section shall be considered full compensation for work
performed, services rendered and for all materials, supplies, equipment and
incidentals necessary to complete the work.
d. Payments under this Agreement shall supplement other funding the Facilitator may
obtain to help pay for services pursuant to the Scope of Work for this Agreement
in Appendix 1 and shall not duplicate payment for costs covered by such other
funding.
6. Compliance with laws. The Facilitator shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws,
ordinances and regulations, applicable to the services to be rendered under this Agreement.
7. Indemnification. The Facilitator shall indemnify, defend and hold harmless the County, its
officers, agents, employees and volunteers, from and against any and all claims, injuries,
damages, losses or suits including attorney fees, arising out of or resulting from the acts,
errors or omissions of the Facilitator in performance of this Agreement, except for injuries
and damages caused by the sole negligence of the County. It is further specifically and
expressly understood that the indemnification provided herein constitutes the Facilitator's
waiver of immunity under Industrial Insurance, Cit1e 51 R( \A, , solely for the purposes of
this indemnification. The parties have mutually negotiated this waiver. The provisions of
this section shall survive the expiration or termination of this Agreement.
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8. Insurance. The Facilitator shall obtain and keep in force during the terms of the Agreement,
policies of insurance as follows:
a. Worker's Compensation Insurance. The Facilitator shall provide workers
compensation insurance for employees and covered volunteers in an amount or
amounts that are not less than the required statutory minimum(s) as established by
the State of Washington.
b. Commercial Automobile Liability Insurance. The Facilitator shall carry bodily
injury and property damage liability coverage for all owned and non-owned
vehicles assigned to or used in the performance of the work for a combined single
limit of not less than $500,000 each occurrence, with the County named as an
additional insured in connection with the Facilitator's performance of the contract.
c. General Commercial Liability Insurance. The Facilitator shall carry general
liability insurance in an amount not less than a single limit of one million dollars
($1,000,000) per occurrence and an aggregate of not less than two (2) times the
occurrence amount ($2,000,000.00 minimum) for bodily injury, including death
and property damage, unless a greater amount is specified in the contract
specifications. The insurance coverage shall contain no limitations on the scope of
the protection provided and include the following minimum coverage:
i. Broad Form Property Damage, with no employee exclusion;
ii. Personal Injury Liability, including extended bodily injury;
iii. Broad Form Contractual/Commercial Liability — including completed
operations;
iv. Premises—Operations Liability (M&C);
v. Independent Contractors and subcontractors;
vi. Blanket Contractual Liability.
The County shall be named as an"additional insured" on the General Commercial
Liability policy.
d. Evidence of Coverage. Insurance coverages shall be evidenced by one of the
following methods:
i. Certificate of Insurance;
ii. Self-insurance through an irrevocable Letter of Credit from a qualified
financial institution.
Certificates of coverage as required by this section shall be delivered to the County
within fifteen (15) days of execution of this Agreement. If the proof of insurance
or certificate indicating the County is an "additional insured" to a policy obtained
by the Facilitator refers to an endorsement (by number or name) but does not
provide the full text of that endorsement, then it shall be the obligation of the
Facilitator to obtain the full text of that endorsement and forward that full text to
the County.
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e. Deductibles. Any deductibles or self-insured retention shall be declared to and
approved by the County. At the option of the County after consultation with
the Facilitator, the insurer shall reduce or eliminate deductibles or self-insured
retention, or the Facilitator may be required to procure a bond guaranteeing
payment of losses and related investigations, claim administration and defense
expenses.
f. Consequences of Failure to Take Out Required Insurance. Failure of the
Facilitator to take out and/or maintain any required insurance shall not relieve
the Facilitator from any liability under the Agreement, nor shall the insurance
requirements be construed to conflict with or otherwise limit the obligations
concerning indemnification. The County may, upon the Facilitator's failure to
comply with all provisions of this Agreement relating to insurance, withhold
payment or compensation that would otherwise be due to the Facilitator.
g. No Subrogation. It is agreed by the parties that insurers shall have no right of
recovery or subrogation against the County (including its employees and other
agents and agencies), it being the intention of the parties that the insurance
policies so affected shall protect both parties and be primary coverage for any
and all losses covered by the above-described insurance. It is further agreed by
the parties that insurance companies issuing the policy or policies shall have no
recourse against the County (including its employees and other agents and
agencies) for payment of any premiums or for assessments under any form of
policy. It is further agreed by the parties that any and all deductibles in the
above described insurance policies shall be assumed by and be at the sole risk
of the Facilitator.
h. Payment of Judgments. It is agreed by the parties that judgments for which the
County may be liable, in excess of insured amounts provided herein, or any
portion thereof, may be withheld from payment due, or to become due, to the
Facilitator until such time as the Facilitator shall furnish additional security
covering such judgment as may be determined by the County.
i. Non-Contribution with Risk Pool. Any coverage for third party liability claims
provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW
shall be non-contributory with respect to any policy of insurance the Facilitator
must provide in order to comply with this Agreement.
9. Independent Contractor. The Facilitator and the County agree that the Facilitator 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 the Facilitator nor any employee of the
Facilitator 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 the Facilitator, or any employee of the Facilitator.
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10. Discrimination and Harassment Prohibited. Any form of harassment or discrimination is
strictly prohibited. The Facilitator shall not discriminate on the basis 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 in the
selection and retention of employees or procurement of materials or supplies.
11. Retention and Inspection of Records. The Facilitator's financial and program records with
respect to any matters covered by this Agreement are to be kept available for inspection by
representatives of the County, the City, or the state for a period of six (6) years after final
payments. Inspection may take place upon reasonable notice at any time during normal
business hours.
12. Amendments. This Agreement may be amended upon mutual written agreement executed
by both parties.
13. Assignment. The Facilitator shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the County.
14. Subcontracting.
a. The Facilitator 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. The Facilitator assumes responsibility for and all liability for
the actions and quality of services performed by any subcontractor.
b. Every subcontractor must agree in writing to follow every term of this Agreement.
The Facilitator must provide every subcontractor's written agreement to follow
every term of this Agreement before the subcontractor can perform any services
under this Agreement. The head of the County department primarily responsible
for overseeing the Facilitator's performance under this Agreement or that
department head's designee must approve any proposed subcontractors in writing.
c. Any dispute arising between the Facilitator and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of the
County and without detrimental impact on the delivery of contracted goods and
services.
d. The Facilitator shall include all subcontractors as insured under its insurance
policies or shall furnish separate certificates and endorsements for each
subcontractor. All insurance provisions for subcontractors shall be subject to all of
the requirements stated in this Agreement.
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15. Non-Waiver. No term or provision of this Agreement will be considered waived by either
party, and no breach excused by either party, unless such waiver or consent is in writing
signed on behalf of the party against whom the waiver is asserted. Failure of a party to
declare any breach or default immediately upon the occurrence thereof, or delay in taking
any action in connection with, shall not waive such breach or default.
16. Termination.
a. The County reserves the right to terminate this Agreement at any time by giving 60
days written notice to the Facilitator. The County shall pay for all authorized
services provided consistent with this Agreement up through the termination date.
b. The Facilitator may terminate this Agreement at any time by giving 180 days
written notice to the Facilitator.
17. Successors. This Agreement shall be binding upon and inure to the benefit of the parties'
successors in interest, heirs and assigns. In the event of the death of a member, partner or
officer of the Facilitator, or any of its supervisory personnel assigned to the project, the
surviving members of the Facilitator hereby agree to complete the work under the terms of
this Agreement, if requested to do so by the County. This section shall not be a bar to
renegotiations of this Agreement between surviving members of the Facilitator and the
County, if the County so chooses.
18. Notices. Notices to the County of Jefferson shall be sent to the following address:
Jefferson County Administrator
1820 Jefferson Street
P.O. Box 1220
Port Townsend, WA 98368
Notices to the Facilitator shall be sent to the following address:
Title
Organization
Street
City, WA zip code
19. Dispute Resolution. Differences, disputes and disagreements between the Facilitator and
the County arising under or out of the Agreement will be brought to the attention of the
County at the earliest possible time so that the matter may be settled or other appropriate
action promptly taken. Any dispute, including but not limited to relating to the quality or
acceptability of performance or compensation due the Facilitator, will be decided by the
County Administrator. All rulings, orders, instructions and decisions of the County
Administrator will be final and conclusive.
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20. Choice of Law and Venue. This Agreement is entered into in the State of Washington.
This Agreement shall be governed by and construed in accordance with 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. Any
action of law, suit in equity or other judicial proceeding arising under or out of the
Agreement may be instituted and maintained only in Superior Court for Jefferson County.
21. Integrated Agreement. This agreement contains all the terms and conditions agreed
upon by the parties. No representation or promise not expressly contained in this
agreement has been made. The parties are not entering into this agreement based on
any inducement, promise or representation, expressed or implied, which is not
expressly contained in this agreement. This agreement supersedes all prior or
simultaneous representations, discussions, negotiations, and agreements, whether
written or oral, within the scope of this agreement.
22. Amendments. This Agreement may be amended only by written instrument signed by both
County and the Facilitator.
23. Section Headings. The headings of the sections of this Agreement are for convenience of
reference only and are not intended to restrict, affect, or be of any weight in the
interpretation or construction of the provisions of the sections or this Agreement.
24. Severability. Provided it does not result in a material change in the terms of this
Agreement, 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 affected and
shall be enforceable to the fullest extent permitted by law.
(SIGNATURES ON NEXT PAGE)
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EXECUTED this day of , 2018.
[Facilitator Organization] JEFFERSON COUNTY
BOARD OF COMMISSIONERS
[name,title] Date David Sullivan, Chair Date
Attest:
Carolyn Gallaway Date
Deputy Clerk of the Board
Approved as to form only:
Philip Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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APPENDIX 1 — SCOPE OF SERVICES
1. Required Services. The Facilitator shall perform the following duties:
1.1. Local Homeless Housing Task Force. Convene a standing local homeless housing
task force pursuant to RCW 43.185C.010(18) and RCW 43.185C.160 (including that
it must include at least one elected representative from the City and one elected
representative from the County), and also include representatives from Affordable
Housing interests.
1.2. Member Recommendations for Joint Oversight Board. Facilitate the local
homeless hosing task force to recommend task force members to fill non-elected
vacancies on the Joint Oversight Board, including an initial three appointments and
subsequent vacancies. All task force members recommended for appointment to
the joint oversight board,prior to their appointment, shall fully disclose all potential
interests and involvement with organizations eligible to receive funds pursuant to
RCW 36.22.178. RCW 36.22.179, or RCW 36.22.1791.
1.3. Local Five-Year Homeless Housing Plan. Facilitate the local homeless housing task
force to develop a local five-year homeless housing plan addressing short-term and
long-term housing for homeless persons as required by RC\\43.185C 050. The
local five-year homeless housing plan shall be recommended to the Joint Oversight
Board on or before October 1, 2019 for potential review and recommendation by
the Joint Oversight Board to the Jefferson County Board of Commissioners, and
subsequent review and adoption by the Jefferson County Board of Commissioners
by December 1, 2019.
1.4. Guidelines as Needed. As determined by the County, and with additional funding
which may be provided by amendment to this Agreement, facilitate the local
homeless housing task force to establish guidelines consistent with the statewide
homeless housing strategic plan pursuant to RC W 43.185C.160(2) as needed for:
(a) Emergency shelters;
(b) Short-term housing needs;
(c) Temporary encampments;
(d) Supportive housing for chronically homeless persons; and,
(e) Long-term housing.
1.5. Annual Report Required by RCW 43.185C.045(3). By November 1 of each year
after consultation with the local homeless housing task force, submit a draft of the
Annual Report required by RCW 43.185C.045(3) to the County and the City for
subsequent review and submittal to the State by the County.
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1.6. Open Public Meetings Act and Public Records Act. Meetings of a quorum of the
local homeless housing task force shall be subject to Washington State's Open
Public Meetings Act (Chapter 42.30 RCW), and the records of the Facilitator
performing the duties under this Agreement and the records of the local homeless
housing task force shall be subject to disclosure under Washington State's Public
Records Act(Chapter 42.56 RCW).
1.7. ILA Revenue Allocation Recommendations. Convene a selection process for
soliciting, evaluating and recommending proposals from eligible recipients for use
of ILA Revenue, including:
(a) Design for joint oversight board approval a selection process for proposals
using 178 Funds; and a selection process for proposals using 179 Funds,
including a process for solicitation, evaluation and recommendation;
(b) Prepare and submit to eligible recipients a solicitation for use of ILA Revenue
in Jefferson County to provide eligible services;
(c) Evaluate the proposals submitted from eligible recipients on the merits of
their proposals,consistent with the revised code of Washington,local homeless
housing plan, and community needs; and,
(d) Make recommendations for funding awards to eligible recipients for potential
recommendation by the joint oversight board to the Board of County
Commissioners, on a schedule established by the joint oversight board.
(e) The Facilitator shall also conduct a process to recommend the scope of a
Homeless Shelter Service Agreement to replace the Interim Homeless
Shelter Service Agreement and if directed by the County, shall conduct a
process to solicit and recommend one or more organizations that the County
could contract to perform those services.
1.8. Other Reports. At least annually, provide the County and City with a written
summary of the funds expended by the Facilitator under the terms of this
Agreement, and such other reports as the County and City may require.
2. Optional Services. Upon consultation with the Joint Oversight Board, at the County's
discretion, and as funded by this Agreement or subsequent amendment, the Facilitator may
perform the following duties:
2.1. Affordable Housing Strategy and Priority Plan. Facilitate the local homeless
housing task force to develop a strategy and priority plan for Affordable Housing
throughout the entire Jefferson County, both inside and outside of the city limits of
the City of Port Townsend, for review and recommendation by the joint oversight
board for review and potential adoption by the Board of County Commissioners.
2.2. Identify Opportunities. Facilitate the local homeless housing task force to explore
opportunities to maintain and expand Affordable Housing for extremely low and
very low-income residents (RCW 36.22.178) and to reduce homelessness (RCW
36.22.179, and RCW 36.22.1791) in Jefferson County.
Facilitator Service Agreement Page 10 of 12
2.3. Grants. Identify and pursue grants and other funding opportunities to provide a
continuum of homeless housing services and to maintain and expand Affordable
Housing.
3. Activities Outside This Agreement. Nothing in this scope of work or this Agreement shall
prevent the Facilitator from independently conducting its own activities and work separate
from this Agreement.
Facilitator Service Agreement Page 11 of 12
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