HomeMy WebLinkAbout25-268 - Conrtact - Washington Association of Sheriffs & Police Chiefs - Grant Agreement: Mental Health Field ResponseDocusign Envelope ID: 5110E6D2-6130-40CC-9F99-4983506D0375 25-268
Council Approval 9/15/25
Washington Association of Grant Award Agreement for WASPC Grant Award Number
5 SHERIFFS &
POLICE CHIEFS Mental Health Field Response MHFR-25-012
This Grant Award Agreement is made by and between the Washington Association of Sheriffs and Police Chiefs
(WASPC) and Tukwila Police Department (Grantee).
Grantee Name:
Tukwila Police Department
Tax Identification Number:
91-6001519
Grantee Mailing Address:
15005 Tukwila Int'I Blvd
Grantee Primary Contact Name and Title:
Jake Berry, Finance Manager & Data Analyst
WASPC Primary Contact Name and Title:
Cheyenne Sanders
WASPC Mailing Address:
3060 Willamette Drive NE, Suite 200
Grant Program:
Mental Health Field Response
Grant Start Date:
July 1, 2025
Total Award Amount: $267,750.00
Is the grantee a sub -recipient under this agreement?
® YES ❑ NO
Grantee Doing Business as (DBA):
NA
Unique Entity Identification Number:
UEQNMC26C8T3
City: State
Tukwila WA
Primary Contact Phone:
206-510-6061
WASPC Contact Phone:
360-486-2389
City: State:
Lacey WA
Authority for Award:
RCW 36.28A.440
Grant End Date:
June 30, 2027
Funding Source(s):
Zip Code:
98188
Primary Contact Email:
j.berry@tukwilawa.gov
WASPC Contact Email:
csanders@waspc.org
Zip Code:
98516
❑ State Non -Trueblood Phase I, II, and III
0 State Trueblood Phase I, II, and III ($267,750.00)
❑ HCA Trueblood Expansion Grant
Purpose of Award: Service Area:
To provide services to communities in Washington State City of Tukwila.
as set forth in RCW 36.28A.440. and the grantee's grant
application
Grantee Signature
Printed Name
Title
Date Signed
Signed by: E�t-(,(,t,b�,
l,bwiaS
Thomas Mcleod
Mayor
8/18/2025
WASPC Signature
Printed Name
Title
Date Signed
DocuSigned by:
Jamie Weimer
Chief of Staff
8/13/2025
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CONTENTS
RECITALS..................................................................................................................................................................................
4
1 STATEMENT OF WORK (SOW).........................................................................................................................................4
2 DEFINITIONS
...................................................................................................................................................................4
3 SPECIAL TERMS AND CONDITIONS.................................................................................................................................
6
3.1
PERFORMANCE EXPECTATIONS.............................................................................................................................
6
3.2
TERM......................................................................................................................................................................6
3.3
DATA COLLECTION..................................................................................................................................................
6
3.4
COMPENSATION....................................................................................................................................................7
3.5
INVOICE AND PAYMENT.........................................................................................................................................7
3.6
GRANTEE AND WASPC GRANT MANAGERS...........................................................................................................8
3.7
LEGAL NOTICES......................................................................................................................................................
8
3.8
INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE........................................................................9
3.9
INSURANCE............................................................................................................................................................9
4 GENERAL TERMS AND CONDITIONS.............................................................................................................................10
4.1
ACCESS TO DATA..................................................................................................................................................10
4.2
ADVANCE PAYMENT PROHIBITED........................................................................................................................10
4.3
AMENDMENTS.....................................................................................................................................................10
4.4
ASSIGNMENT.......................................................................................................................................................10
4.5
ATTORNEYS' FEES.................................................................................................................................................11
4.6
AUDIT...................................................................................................................................................................11
4.7
CHANGE IN STATUS..............................................................................................................................................11
4.8
CONFIDENTIAL INFORMATION PROTECTION.......................................................................................................11
4.9
GRANTEE'S PROPRIETARY INFORMATION...........................................................................................................12
4.10
CONFORMANCE WITH 2 CFR § 200 AND RELEVANT STATE AND LOCAL LAWS....................................................12
4.11
COVENANT AGAINST CONTINGENT FEES............................................................................................................12
4.12
DEBARMENT........................................................................................................................................................12
4.13
DISPUTES..............................................................................................................................................................12
4.14
ENTIRE AGREEMENT............................................................................................................................................13
4.15
FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT (FFATA)...............................................................13
4.16
FORCE MAJEURE..................................................................................................................................................14
4.17
FUNDING WITHDRAWN, REDUCED OR LIMITED.................................................................................................14
4.18
GOVERNING LAW.................................................................................................................................................14
4.19
HUMAN SUBJECTS PROTECTION.........................................................................................................................14
4.20
WASPC NETWORK SECURITY ...............................................................................................................................15
4.21
INDEMNIFICATION...............................................................................................................................................15
4.22
INDEPENDENT CAPACITY OF THE GRANTEE........................................................................................................15
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4.23
INDUSTRIAL INSURANCE COVERAGE...................................................................................................................15
4.24
LEGAL AND REGULATORY COMPLIANCE..............................................................................................................15
4.25
LIMITATION OF AUTHORITY.................................................................................................................................16
4.26
NO THIRD -PARTY BENEFICIARIES.........................................................................................................................16
4.27
NONDISCRIMINATION..........................................................................................................................................16
4.28
NON -SUPPLANTING CERTIFICATION....................................................................................................................16
4.29
OVERPAYMENTS TO Grantee...............................................................................................................................16
4.30
PAY EQUITY..........................................................................................................................................................16
4.31
PUBLICITY.............................................................................................................................................................17
4.32
RECORDS AND DOCUMENTS REVIEW.................................................................................................................17
4.33
REMEDIES NON-EXCLUSIVE.................................................................................................................................17
4.34
RIGHT OF INSPECTION.........................................................................................................................................18
4.35
RIGHTS IN DATA/OWNERSHIP..............................................................................................................................18
4.36
RIGHTS OF STATE AND FEDERAL GOVERNMENTS...............................................................................................18
4.37
SERVICES TO PERSONS WITH LIMITED ENGLISH PROFICIENCY...........................................................................19
4.38
SEVERABILITY.......................................................................................................................................................19
4.39
SITE SECURITY......................................................................................................................................................19
4.40
SUBGRANTING.....................................................................................................................................................19
4.41
SURVIVAL.............................................................................................................................................................20
4.42
CORRECTIVE ACTION PLAN/SUSPENSION/TERMINATION...................................................................................20
4.43
TERMINATION PROCEDURES...............................................................................................................................21
4.44
WAIVER................................................................................................................................................................22
4.45
WARRANTIES........................................................................................................................................................22
SCHEDULE
A: STATEMENT OF WORK....................................................................................................................................23
SCHEDULE
B: APPROVED BUDGET........................................................................................................................................26
EXHIBITS................................................................................................................................................................................
29
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GRANT AWARD
RECITALS
Page 4 of 29
House Bill 2982, Chapter 142, Laws of 2018, went into effect on June 7, 2018. The purpose of the grant program is to
assist local law enforcement agencies to establish and expand mental health field response capabilities, utilizing mental
health professionals to professionally, humanely, and safely respond to crises involving persons with behavioral health
issues with treatment, diversion, and reduced incarceration time as primary goals. WASPC has determined that entering
into an Agreement with the Tukwila Police Department will meet WASPC's needs.
NOW THEREFORE, WASPC awards to the Tukwila Police Department this Grant Award Agreement, the terms and
conditions of which will govern Grantee's providing to WASPC the services and data from Grantee's Mental Health Field
Response program.
IN CONSIDERATION of the mutual promises as set forth in this Grant Award Agreement, the parties agree as follows:
STATEMENT OF WORK (SOW)
The Grantee will provide the services and staff as described in Schedule A: Statement of Work.
DEFINITIONS
"Agreement" or "Award" means the same as "Grant" or "Grant Agreement" or "Grant Award Agreement."
"Authorized Representative" means a person to whom signature authority has been delegated in writing acting
within the limits of his/her authority.
"Breach" means the unauthorized acquisition, access, use, or disclosure of Confidential Information that
compromises the security, confidentiality, or integrity of the Confidential Information.
"business daysand Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, except for holidays
observed by the state of Washington.
"CFR" means the Code of Federal Regulations. All references in this Agreement to CFR chapters or sections include
any successor, amended, or replacement regulation. The CFR may be accessed at Ll LY "Y"—Mr--e firm,( -)V.
"Community Agency" means an organization that works with and supports people working through behavioral
health challenges but does not directly provide treatment. The organization can be a nonprofit or
government/public agency as defined in the application.
"Confidential Information" means information that may be exempt from disclosure to the public or other
unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or other state or federal statutes or
regulations. Confidential Information includes, but is not limited to, any information identifiable to an individual
that relates to a natural person's health, (see also Protected Health Information); finances, education, business, use
or receipt of governmental services, names, addresses, telephone numbers, social security numbers, driver license
numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law
enforcement records, software source code or object code, or WASPC or State security information.
"Contract" where used, shall have the same meaning as "grant" "grant agreement" and "grant award agreement".
"Contractor" where used shall mean the same as "Grantee."
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"Data" means information produced, furnished, acquired, or used by Grantee in meeting requirements under this
Agreement.
"Effective Date" means the first date this Agreement is in full force and effect.
"Government/Public Agency" means an educational service district, school district, law enforcement agency,
therapeutic court or probation office, public health district, a recognized American Indian organization, an Urban
Indian Health Organization, or a Tribe.
"Grant" or "Grant Agreement" or "Grant Award Agreement" means this grant document and all schedules,
exhibits, attachments, incorporated documents and amendments.
"Grantee" means the Tukwila Police Department, its employees, officers, and agents. Grantee includes any firm,
provider, organization, individual or other entity performing services under this Grant Award Agreement. It also
includes any Subgrantee retained by Grantee as permitted under the terms of this Agreement.
"WASPC Grant Manager" means the individual identified on the cover page of this Agreement who will provide
oversight of the Grantee's activities conducted under this Agreement.
"Overpayment" means any payment or benefit to the Grantee in excess of that to which the Grantee is entitled by
law, rule, or this Award, including amounts in dispute.
"Proprietary Information" means information owned by Grantee to which Grantee claims a protectable interest
under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent,
trademark, or trade secret laws.
"Protected Health Information" or "PHI" means individually identifiable information that relates to the provision of
health care to an individual; the past, present, or future physical or mental health or condition of an individual; or
past, present, or future payment for provision of health care to an individual, as defined in 45 CFR § 160.103.
Individually identifiable information is information that identifies the individual or about which there is a
reasonable basis to believe it can be used to identify the individual, and includes demographic information. PHI is
information transmitted, maintained, or stored in any form or medium. 45 CFR § 164.501. PHI does not include
education records covered by the Family Educational Rights and Privacy Act, as amended, 20 USC §
1232g(a)(4)(b)(iv).
"RCW" means the Revised Code of Washington. All references in this Agreement to RCW chapters or sections
include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at:
I tiLy °) °):�mlle �mvr m �(�)viR-w .
"Statement of Work" or "SOW" means a detailed description of the work activities the Grantee is required to
perform under the terms and conditions of this Agreement, including the deliverables and timeline, and is Schedule
A hereto.
"Subgrantee" means a person or entity that is not in the employment of the Grantee, who is performing all or part
of the business activities under this Agreement under a separate Agreement with Grantee. The term "Subgrantee"
means Subgrantee(s) of any tier.
"Subrecipient" shall have the meaning given in 45 CFR § 75.2, or any successor or replacement to such definition,
for any federal award from HHS; or 2 CFR § 200.93, or any successor or replacement to such definition, for any
other federal award.
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"USC" means the United States Code. All references in this Agreement to USC chapters or sections will include any
successor, amended, or replacement statute. The USC maybe accessed at Lhtt y uAs,(:��(i mllico) ,Ase. c)vZ.
"WAC" means the Washington Administrative Code. All references to WAC chapters or sections will include any
successor, amended, or replacement regulation. Pertinent WACs may be accessed at: Liq y .)L)mll ,,m a.,ov Frac: .
SPECIAL TERMS AND CONDITIONS
3.1 PERFORMANCE EXPECTATIONS
Expected performance under this Agreement includes, but is not limited to, the following:
3.2 TERM
3.1.1 Knowledge of applicable state and federal laws and regulations pertaining to subject of the
Agreement;
3.1.2 Use of professional judgment;
3.1.3 Collaboration with WASPC staff in Grantee's conduct of the services;
3.1.4 Conformance with WASPC directions regarding the delivery of the services;
3.1.5 Timely, accurate and informed communications;
3.1.6 Regular completion and updating of project plans, reports, documentation and communications;
3.1.7 Regular, punctual attendance at all meetings;
3.1.8 Provision of high-quality services, and
3.1.9 Prior to payment of invoices, WASPC will review and evaluate the performance of Grantee in
accordance with Agreement and these performance expectations and may withhold payment if
expectations are not met or Grantee's performance is unsatisfactory as defined and evaluated by
WASPC.
3.2.1 The initial term of the Award shall be July 1, 2025 and continue through June 30, 2027, unless
terminated sooner as provided herein.
3.2.2 Work performed without an award or amendment signed by the Authorized Representatives of
both parties will be at the sole risk of the Grantee. WASPC will not pay any costs incurred before
the effective date listed on the face sheet attached to this agreement.
3.2.3 A completed Agreement is expected within 30 days following the letter of intent to award. In the
event an Agreement is not signed (through no fault of WASPC) by the Grantee within 30 days,
WASPC may elect to cease negotiations, and withdraw the award.
3.3 DATA COLLECTION
3.3.1 The Grantee shall utilize the data collection tool selected by WASPC, hereinafter referred to as
the WASPC Data Collection Tool, which is the JULOTA Reach Software. The Grantee must provide
sufficient resources to establish the administrative permissions necessary for the WASPC Data
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Collection Tool to be fully operational at the time services begin at the site(s). The Grantee, if
they have not already done so, shall execute the JULOTA "SaaS Use Agreement", which will be
separately executed between the Grantee and JULOTA within 30 days of the execution of this
Agreement.
3.4 COMPENSATION
3.4.1 The Maximum Compensation payable to Grantee is $267,750.00. As this is a multi-year award it
is subject to the following restrictions:
• The maximum amount payable to the Grantee for services rendered in year one (July 1,
2025 -June 30, 2026) is $137,700.00. Funds that are not utilized from year one WILL NOT
carry over to year two and are no longer able to be claimed by the Grantee under any
circumstances.
• 3.4.1.2 The maximum amount payable to the Grantee for services rendered in year one (July
1, 2026 -June 30, 2027) is $130,050.00. Funds that are not utilized from year two WILL NOT
carry over to any other period and are no longer able to be claimed by the Grantee under
any circumstances.
3.4.2 Grantee's compensation for services rendered will be based in accordance with Schedule A:
Statement of Work.
3.5 INVOICE AND PAYMENT
3.5.1 Grantee must submit accurate invoices to WASPC utilizing the online billing tool made available
to Grantee by WASPC. Invoices are due monthly and should be submitted no later than thirty
(30) calendar days following the period for which services are billed. WASPC reserves the right to
deny payment for invoices that are submitted forty -Five (45) calendar days beyond the period for
which services were provided. An exception to this requirement may be found in 3.5.5.
3.5.2 Invoices must describe and document to WASPC's satisfaction a description of the work
performed, the progress of the project, fees, and a statement that includes the following
language: "We certify pursuant to 2 CFR § 200.201(1)(iii)(3) that the activities described in this
invoice and associated report(s) have been completed,". If expenses are invoiced, invoices must
provide a detailed breakdown of each type. All invoices will be reviewed and must be approved
by WASPC prior to payment.
3.5.3 Grantee must submit properly itemized invoices to include the following information, as
applicable:
• WASPC Award number "MHFR-25-012"
• Grantee name, address, phone number
• Description of Services
• Date(s) of delivery
• Net invoice price for each item
• Applicable taxes
• Total invoice cost
3.5.4 WASPC will return incorrect or incomplete invoices to the Grantee for correction and reissue.
The Award Number must appear on all invoices, bills of lading, packages, and correspondence
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relating to this Agreement.
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3.5.5 Invoices for services rendered under this Agreement from July 1, 2025 to June 30, 2026 MUST be
submitted by the Grantee to WASPC by July 14, 2026. WASPC is under no obligation to pay any
claims for the period mentioned above that are submitted on or after July 15, 2026 ("Belated
Claims"). WASPC will pay Belated Claims at its sole discretion, and any such potential payment is
contingent upon the availability of funds.
3.5.6 Invoices for services rendered under this Agreement from July 1, 2026 to June 30, 2027 MUST be
submitted by the Grantee to WASPC by July 14, 2027. WASPC is under no obligation to pay any
claims for the period mentioned above that are submitted on or after July 15, 2027 ("Belated
Claims"). WASPC will pay Belated Claims at its sole discretion, and any such potential payment is
contingent upon the availability of funds.
3.6 GRANTEE AND WASPC GRANT MANAGERS
3.6.1 Grantee's Grant Manager will have prime responsibility and final authority for the services
provided under this Agreement and be the principal point of contact for the WASPC Grant
Manager for all business matters, performance matters, and administrative activities.
3.6.2 WASPC's Grant Manager is responsible for monitoring the Grantee's performance and will be the
contact person for all communications regarding Agreement performance and deliverables. The
WASPC Grant Manager has the authority to accept or reject the services provided and must
approve Grantee's invoices prior to payment.
3.6.3 The contact information provided below may be changed by written notice of the change (email
acceptable) to the other party.
Grantee: Grant Manager Information
WASPC: Grant Manager Information
Name:
Jake Berry
Name:
Cheyenne Sanders
3060 Willamette Dr NE,
15005 Tukwila Int'I Blvd
Address:
Address:
STE 200
Tukwila, WA 98188
Lacey, WA 98516
Phone:
(206) 510-6061
Phone:
(360) 486-2389
Email:
j.berry@tukwila.gov
Email:
csanders@waspc.org
3.7 LEGAL NOTICES
Any notice or demand or other communication required or permitted to be given under this Agreement or
applicable law is effective only if it is in writing and signed by the applicable party, properly addressed, and
delivered in person, via email, or by a recognized courier service, or deposited with the United States Postal
Service as first-class mail, postage prepaid certified mail, return receipt requested, to the parties at the addresses
provided in this section.
3.7.1 In the case of notice to the Grantee:
Jake Berry
Tukwila Police Department
15005 Tukwila Int'I Blvd
Tukwila, WA 98188
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3.7.2 In the case of notice to WASPC:
Attention: Chief of Staff
Washington Association of Sheriffs and Police Chiefs
3060 Willamette Drive NE, STE 200
Lacey, WA 98516
3.7.3 Notices are effective upon receipt or four (4) business days after mailing, whichever is earlier.
3.7.4 The notice address and information provided above may be changed by written notice of the
change given as provided above.
3.8 INCORPORATION OF DOCUMENTS AND ORDER OF PRECEDENCE
Each of the documents listed below is by this reference incorporated into this Agreement. In the event of an
inconsistency, the inconsistency will be resolved in the following order of precedence:
3.8.1 Applicable Federal and State of Washington statutes and regulations;
3.8.2 Recitals
3.8.3 Special Terms and Conditions;
3.8.4 General Terms and Conditions;
3.8.5 Schedule A: Statement of Work;
3.8.6 Schedule B: Approved Budget;
3.8.7 Exhibit A: 2025-2027 Grant Application Packet;
3.8.8 Exhibit B: Final Budget Submission; and
3.8.9 Any other provision, term, exhibit or material incorporated herein by reference or otherwise
incorporated.
3.9 INSURANCE
The Grantee must provide insurance coverage as set out in this section. The intent of the required insurance is to
protect the WASPC should there be any claims, suits, actions, costs, damages or expenses arising from any
negligent or intentional act or omission of Grantee or Sub -grantee, Subgrantee, or agents of either, while
performing under the terms of this Agreement. The Grantee must provide insurance coverage that is maintained
in full force and effect during the term of this Award, as follows:
3.9.1 Commercial General Liability Insurance Policy—Provide a Commercial General Liability Insurance
Policy, including contractual liability, in adequate quantity to protect against legal liability arising
out of Agreement activity but no less than $1 million per occurrence/$2 million general
aggregate. Additionally, the Grantee is responsible for ensuring that any Sub -grantees and
Subgrantees provide adequate insurance coverage for the activities arising out of subgrants and
subcontracts.
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3.9.2 Business Automobile Liability—In the event that services delivered pursuant to this Agreement
involve the use of vehicles, either owned, hired, or non -owned by the Grantee, automobile
liability insurance is required covering the risks of bodily injury (including death) and property
damage, including coverage for contractual liability. The minimum limit for automobile liability is
$1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property
damage.
3.9.3 Professional Liability Errors and Omissions–Provide a policy with coverage of not less than $1
million per claim/$2 million general aggregate.
3.9.4 The insurance required must be issued by an insurance company/ies authorized to do business
within the state of Washington, and must name WASPC, its agents and employees as additional
insureds under any Commercial General and/or Business Automobile Liability policy/ies. All
policies must be primary to any other valid and collectable insurance. In the event of
cancellation, non -renewal, revocation or other termination of any insurance coverage required
by this Agreement, the Grantee must provide written notice of such to WASPC within one (1)
Business Day of Grantee's receipt of such notice. Failure to buy and maintain the required
insurance may, at WASPC's sole option, result in this Agreement's termination.
3.9.5 The Grantee shall submit to WASPC a certificate of insurance that outlines the coverage and
limits defined in the Insurance section before any work is performed and will not receive any
payment or reimbursement until such certificate of insurance is provided to WASPC. Grantee
must submit renewal certificates as appropriate during the term of the Award Agreement.
3.9.6 If the Grantee certifies that it is self-insured, is a member of a risk pool, or maintains the types
and amounts of insurance identified above, Grantee will provide certificates of insurance to that
effect to WASPC upon request.
4 GENERAL TERMS AND CONDITIONS
4.1 ACCESS TO DATA
In compliance with RCW 39.26.180 (2), RCW 36.28A.440 and federal rules, the Grantee must provide access to
any data generated under this Agreement to WASPC, the Joint Legislative Audit and Review Committee, the State
Auditor, and any other state or federal officials so authorized by law, rule, regulation, or agreement at no
additional cost. This includes access to all information that supports the findings, conclusions, and
recommendations of the Grantee's reports, including computer models and methodology for those models.
4.2 ADVANCE PAYMENT PROHIBITED
No advance payment will be made for services furnished by the Grantee pursuant to this Agreement.
4.3 AMENDMENTS
This Agreement may be amended by mutual agreement of the parties. Such amendments will not be binding
unless they are in writing and signed by personnel authorized to bind each of the parties.
4.4 ASSIGNMENT
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4.4.1 The Grantee may not assign or transfer all or any portion of this Agreement or any of its rights
hereunder, or delegate any of its duties hereunder, except delegations as set forth in Section
4.39, Subcontracting/Subgranting, without the prior written consent of WASPC, which may be
withheld at WASPC's sole discretion. Any permitted assignment will not operate to relieve the
Grantee of any of its duties and obligations hereunder, nor will such assignment affect any
remedies available to WASPC that may arise from any breach of the provisions of this Agreement
or warranties made herein, including but not limited to, rights of setoff. Any attempted
assignment, transfer or delegation in contravention of this Subsection 4.4.1 of the Agreement
will be null and void.
4.4.2 WASPC may assign this Agreement to any public agency, commission, board, or the like, within
the political boundaries of the State of Washington, with written notice of thirty (30) calendar
days to the Grantee.
4.4.3 This Agreement will inure to the benefit of and be binding on the parties hereto and their
permitted successors and assignees.
4.5 ATTORNEYS' FEES
In the event of litigation or other action brought to enforce the terms of this Agreement, each party agrees to
bear its own attorneys' fees and costs.
4.6 AUDIT
If Grantee is required by OMB Super Circular 2 CFR § 200.501 and 45 CFR § 75.501 to have an audit of their
financial statements, the Grantee must submit the results of that audit to WASPC no later than 90 (ninety)
calendar days after those results are delivered to the Grantee by their auditor.
4.7 CHANGE IN STATUS
In the event of any substantive change in its legal status, organizational structure, or fiscal reporting
responsibility, the Grantee will notify WASPC of the change. The Grantee must provide notice as soon as
practicable, but no later than thirty (30) calendar days after such a change takes effect.
4.8 CONFIDENTIAL INFORMATION PROTECTION
4.8.1 The Grantee acknowledges that some of the material and information that may come into its
possession or knowledge in connection with this Agreement or its performance may consist of
Confidential Information. The Grantee agrees to hold Confidential Information in strictest
confidence and not to make use of Confidential Information for any purpose other than the
performance of this Agreement, to release it only to authorized employees or Subgrantees or
Subgrantees requiring such information for the purposes of carrying out this Agreement, and not
to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to
any other party without WASPC's express written consent or as provided by law. The Grantee
agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized
access to Confidential Information.
4.8.2 The Grantee agrees to comply with all confidentiality requirements of 42 USC section 37899 and
20 CFR § 22 that are applicable to collection, use and revelation of data or information. The
Grantee further agrees, as a condition of grant approval, to submit a Privacy Certificate that is in
accord with the requirements of 28 CFR § 22 and, in particular, section 22.23.
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4.8.3 WASPC reserves the right to monitor, audit, or investigate the use of Confidential Information
collected, used, or acquired by Grantee through this Agreement. Violation of this section by the
Grantee or its Subgrantees or Subgrantees may result in termination of this Agreement and
demand for return of all Confidential Information, monetary damages, or penalties.
4.8.4 The obligations set forth in this section will survive completion, cancellation, expiration,
suspension, or termination of this Agreement.
4.9 GRANTEE'S PROPRIETARY INFORMATION
Grantee acknowledges that WASPC complies with chapter 42.56 RCW, the Public Records Act relating to public
projects, and that this Agreement may be a public record as defined in chapter 42.56 RCW. Any specific
information that is claimed by Grantee to be Proprietary Information must be clearly identified as such by
Grantee. To the extent consistent with chapter 42.56 RCW, WASPC will maintain the confidentiality of the
Grantee's information in its possession that is marked Proprietary. If a public disclosure request is made to view
the Grantee's Proprietary Information, WASPC will notify the Grantee of the request and of the date that such
records will be released to the requester unless the Grantee obtains a court order from a court of competent
jurisdiction enjoining that disclosure. If the Grantee fails to obtain the court order enjoining disclosure, WASPC
will release the requested information on the date specified.
4.10 CONFORMANCE WITH 2 CFR § 200 AND RELEVANT STATE AND LOCAL LAWS
4.10.1 Grantee is required to maintain compliance with 2 CFR § 200, its appendices, subparts, and state
and local law.
4.10.2 Grantee is required to maintain compliance with 45 CFR § 96.135—Restrictions on expenditures
of grant.
4.11 COVENANT AGAINST CONTINGENT FEES
The Grantee warrants that no person or selling agent has been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee,
excepting bona fide employees or bona fide established agents maintained by the Grantee for the purpose of
securing business. WASPC will have the right, in the event of breach of this clause by the Grantee, to annul this
Agreement without liability or, in its discretion, to deduct from the price or consideration or recover by other
means the full amount of such commission, percentage, brokerage or contingent fee.
4.12 DEBARMENT
By signing this Agreement, the Grantee certifies that it is not presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded in any Washington State or Federal department or agency
from participating in transactions (debarred). The Grantee agrees to include the above requirement in any and
all subgrants and subcontracts into which it enters, and also agrees that it will not employ debarred individuals.
The Grantee must immediately notify WASPC if, during the term of this Agreement, The Grantee becomes
debarred. WASPC may immediately terminate this Agreement by providing the Grantee written notice, if the
Grantee becomes debarred during the term hereof.
4.13 DISPUTES
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The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in
connection with this Agreement. Both parties will continue without delay to carry out their respective
responsibilities under this Agreement while attempting to resolve any dispute. When a genuine dispute arises
between WASPC and the Grantee regarding the terms of this Agreement or the responsibilities imposed herein
and it cannot be resolved between the parties' Grant Managers, either party may initiate the following dispute
resolution process.
4.13.1 The initiating party will reduce its description of the dispute to writing and deliver it to the
responding party (email acceptable). The responding party will respond in writing within five (5)
business days(email acceptable). If the initiating party is not satisfied with the response of the
responding party, then the initiating party may request that the WASPC Director review the
dispute. Any such request from the initiating party must be submitted in writing to the WASPC
Director within five (5) business days after receiving the response of the responding party. The
WASPC Director will have sole discretion in determining the procedural manner in which he or
she will review the dispute. The WASPC Director will inform the parties in writing within five (5)
business days of the procedural manner in which he or she will review the dispute, including a
timeframe in which he or she will issue a written decision.
4.13.2 A party's request for a dispute resolution must:
• Be in writing.
• Include a written description of the dispute.
• State the relative positions of the parties and the remedy sought.
• State the Agreement number and the names and contact information for the parties.
• This dispute resolution process constitutes the sole administrative remedy available under
this Agreement. The parties agree that this resolution process will precede any action in a
judicial or quasi-judicial tribunal.
4.14 ENTIRE AGREEMENT
WASPC and the Grantee agree that this Agreement is the complete and exclusive statement of the agreement
between the parties relating to the subject matter of the Agreement and supersedes all letters of intent or prior
contracts, oral or written, between the parties relating to the subject matter of the Agreement, except as
provided in the section titled "Warranties".
4.15 FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT (FFATA)
4.15.1 This grant is supported by federal funds that require compliance with the Federal Funding
Accountability and Transparency Act (FFATA or the Transparency Act). The purpose of the
Transparency Act is to make information available online so the public can see how federal funds
are spent.
4.15.2 To comply with the act and be eligible to enter into this Agreement, the Grantee must have a
Unique Entity Identification Number (UEID). A UEID provides a method to verify data about your
organization. If the Grantee does not already have one, a UEID is available free of charge by
registering with www.sam.gov.
4.15.3 Information about the Grantee and this Grant will be made available on
www.uscontractorregistration.com by WASPC as required by P.L. 109-282. WASPC's Attachment
3: Federal Funding Accountability and Transparency Act Data Collection Form, is considered part
of this Agreement and must be completed and returned along with the Agreement.
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4.16 FORCE MAJEURE
A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such
failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war,
strikes or labor disputes, embargoes, government orders or any other force majeure event.
4.17 FUNDING WITHDRAWN, REDUCED OR LIMITED
If WASPC determines in its sole discretion that the funds it relied upon to establish this Agreement have been
withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding after the
effective date of this Agreement but prior to the normal completion of this Agreement, then WASPC, at its sole
discretion, may:
4.17.1 Terminate this Agreement pursuant to the section titled: Termination for Non -Allocation of
Funds;
4.17.2 Renegotiate the Agreement under the revised funding conditions; or
4.17.3 Suspend Grantee's performance under the Agreement upon five (5) Business Days' advance
written notice to the Grantee. WASPC will use this option only when WASPC determines that
there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that
would allow Grantee's performance to be resumed prior to the normal completion date of this
Agreement.
4.17.4 During the period of suspension of performance, each party will inform the other of any
conditions that may reasonably affect the potential for resumption of performance.
4.17.5 When WASPC determines in its sole discretion that the funding insufficiency is resolved, it will
give the Grantee written notice to resume performance. Upon the receipt of this notice, the
Grantee will provide written notice to WASPC informing WASPC whether it can resume
performance and, if so, the date of resumption. For purposes of this subsection, "written notice"
may include email.
4.17.6 If the Grantee's proposed resumption date is not acceptable to WASPC and an acceptable date
cannot be negotiated, WASPC may terminate this Agreement by giving written notice to the
Grantee. The parties agree that the Agreement will be terminated retroactive to the date of the
notice of suspension. WASPC will be liable only for payment in accordance with the terms of this
Agreement for services rendered prior to the retroactive date of termination.
4.18 GOVERNING LAW
This Agreement is governed in all respects by the laws of the state of Washington, without reference to conflict
of law principles. The jurisdiction for any action hereunder is exclusively in the Superior Court for the state of
Washington, and the venue of any action hereunder is in the Superior Court for Pierce County, Washington.
4.19 HUMAN SUBJECTS PROTECTION
The Grantee agrees to comply with the requirements of 28 CFR § 46 and all Office of Justice Programs policies
and procedures regarding the protection of human research subjects, including obtainment of Institutional
Review Board approval, and subject informed consent.
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4.20 WASPC NETWORK SECURITY
The Grantee agrees not to attach any Grantee -supplied computers, peripherals or software to the WASPC
Network without prior written authorization from WASPC's Chief Information Officer.
Unauthorized access to WASPC networks and systems is a violation of WASPC Policy and constitutes computer
trespass in the first degree pursuant to RCW 9A.52.110. Violation of any of these laws or policies could result in
termination of the Agreement and other penalties.
The Grantee will have access to the WASPC visitor Wi-Fi Internet connection while on site.
4.21 INDEMNIFICATION
The Grantee shall defend, indemnify, and save WASPC harmless from and against all claims, including reasonable
attorneys' fees resulting from such claims arising from intentional or negligent acts or omissions of the Grantee,
its officers, employees, or agents, subgrantees, or Subgrantees, their officers, employees, or agents, in the
performance of this Agreement. This indemnification shall include, but not be limited to, any or all injuries to
persons or damage to property, or breach of confidentiality and notification obligations under the section titled
"Confidential Information Protection" and the section titled "Confidentiality Breach -Required Notification"
For purposes of the indemnification provisions above, and limited to this section only, the Grantee waives its
protections under RCW Title 51 for employee claims. This limited waiver was specifically negotiated and
bargained for.
4.22 INDEPENDENT CAPACITY OF THE GRANTEE
The parties intend that a Grantor to Grantee relationship will be created by this Agreement with WASPC being
the Grantor. The Grantee and its employees or agents performing under this Agreement are not employees,
officers, or agents of WASPC. The Grantee will not hold itself out as or claim to be an officer or employee of
WASPC by reason hereof, nor will Grantee make any claim of right, privilege or benefit that would accrue to such
employee, officer, or agent under law. Conduct and control of the work will be solely with Grantee.
4.23 INDUSTRIAL INSURANCE COVERAGE
Prior to performing work under this Agreement, the Grantee must provide or purchase industrial insurance
coverage for the Grantee's employees, as may be required of an "employer" as defined in Title 51 RCW, and must
maintain full compliance with Title 51 RCW during the course of this Agreement.
4.24 LEGAL AND REGULATORY COMPLIANCE
4.24.1 During the term of this Agreement, the Grantee must comply with all local, state, and federal
licensing, accreditation and registration requirements/standards, necessary for the performance
of this Agreement and all other applicable federal, state and local laws, rules, and regulations.
4.24.2 While on WASPC's premises, the Grantee must comply with WASPC operations and process
standards and policies (e.g., ethics, Internet/email usage, data, network and building security,
harassment, as applicable).
4.24.3 Failure to comply with any provisions of this section may result in the termination of this
Agreement.
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4.25 LIMITATION OF AUTHORITY
Only the WASPC Authorized Representative has the express, implied, or apparent authority to alter, amend,
modify, or waive any clause or condition of this Agreement. Furthermore, any alteration, amendment,
modification, or waiver or any clause or condition of this Agreement is not effective or binding unless made in
writing and signed by the WASPC Authorized Representative.
4.26 NO THIRD -PARTY BENEFICIARIES
WASPC and the Grantee are the only parties to this Agreement. Nothing in this Agreement gives or is intended to
give any benefit of this Agreement to any third parties.
4.27 NONDISCRIMINATION
During the performance of this Agreement, the Grantee must comply with all federal and state
nondiscrimination laws, regulations and policies, including but not limited to: Title VII of the Civil Rights Act, 42
U.S.C. §12101 et seq.; the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §12101 et seq., 28 CFR Part
3S; and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Grantee's noncompliance or
refusal to comply with any nondiscrimination law, regulation or policy, this Agreement may be rescinded,
canceled, or terminated in whole or in part under the Termination for Default sections, and Grantee may be
declared ineligible for further contracts with WASPC.
4.28 NON -SUPPLANTING CERTIFICATION
No Grant funds will be used to supplant existing state, local, or other non-federal funding already in place to
support current services. Violation of the non -supplanting requirement can result in a range of penalties,
including suspension of future funds under this grant, recoupment of monies provided under this grant, and civil
and/or criminal penalties.
4.29 OVERPAYMENTS TO GRANTEE
In the event that overpayments or erroneous payments have been made to the Grantee under this Agreement,
WASPC will provide written notice to the Grantee and the Grantee will refund the full amount to WASPC within
thirty (30) calendar days of the notice. If Grantee fails to make timely refund, WASPC may charge Grantee one
percent (1%) per month on the amount due, until paid in full. If the Grantee disagrees with WASPC's actions
under this section, then it may invoke the dispute resolution provisions of Section 4.13 Disputes.
4.30 PAY EQUITY
4.30.1 Grantee represents and warrants that, as required by Washington state law (Engrossed House
Bill 1109, Sec. 211), during the term of this agreement, it agrees to equality among its workers
by ensuring similarly employed individuals are compensated as equals. For purposes of this
provision, employees are similarly employed if (i) the individuals work for Grantee, (ii) the
performance of the job requires comparable skill, effort, and responsibility, and (iii) the jobs are
performed under similar working conditions. Job titles alone are not determinative of whether
employees are similarly employed.
4.30.2 Grantee may allow differentials in compensation for its workers based in good faith on any of the
following: (i) a seniority system; (ii) a merit system; (iii) a system that measures earnings by
quantity or quality of production; (iv) bona fide job-related factor(s); or (v) a bona fide regional
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difference in compensation levels.
4.30.3 Bona fide job-related factor(s)" may include, but not be limited to, education, training, or
experience, which is: (i) consistent with business necessity; (ii) not based on or derived from a
gender-based differential; and (iii) accounts for the entire differential.
4.30.4 A "bona fide regional difference in compensation level" must be (i) consistent with business
necessity; (ii) not based on or derived from a gender-based differential; and (iii) account for the
entire differential.
4.30.5 Notwithstanding any provision to the contrary, upon breach of warranty and Grantee's failure to
provide satisfactory evidence of compliance within thirty (30) Days of WASPC's request for such
evidence, WASPC may suspend or terminate this Agreement.
4.31 PUBLICITY
4.31.1 The award of this Grant to Grantee is not in anyway an endorsement of Grantee or Grantee's
Services by WASPC and must not be so construed by Grantee in any advertising or other
publicity materials.
4.31.2 Grantee agrees to submit to WASPC, all advertising, sales promotion, and other publicity
materials relating to this Agreement or any Service furnished by Grantee in which WASPC's name
is mentioned, language is used, or Internet links are provided from which the connection of
WASPC's name with Grantee's Services may, in WASPC's judgment, be inferred or implied.
Grantee further agrees not to publish or use such advertising, marketing, sales promotion
materials, publicity or the like through print, voice, the Web, and other communication media in
existence or hereinafter developed without the express written consent of WASPC prior to such
use.
4.32 RECORDS AND DOCUMENTS REVIEW
4.32.1 The Grantee must maintain books, records, documents, magnetic media, receipts, invoices or
other evidence relating to this Agreement and the performance of the services rendered, along
with accounting procedures and practices, all of which sufficiently and properly reflect all direct
and indirect costs of any nature expended in the performance of this Agreement. At no
additional cost, these records, including materials generated under this Agreement, are subject
at all reasonable times to inspection, review, or audit by WASPC, the Office of the State Auditor,
and state and federal officials so authorized by law, rule, regulation, or agreement [See 42 USC
1396a(a)(27)(B); 42 USC 1396a(a)(37)(B); 42 USC 1396a(a)(42(A); 42 CFR 431, Subpart Q; and 42
CFR § 447.202].
4.32.2 The Grantee must retain such records for a period of six (6) years after the date of final payment
under this Agreement.
4.32.3 If any litigation, claim or audit is started before the expiration of the six (6) year period, the
records must be retained until all litigation, claims, or audit findings involving the records have
been resolved.
4.33 REMEDIES NON-EXCLUSIVE
The remedies provided in this Agreement are not exclusive, but are in addition to all other remedies available
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under law.
4.34 RIGHT OF INSPECTION
The Grantee must provide right of access to its facilities to WASPC, or any of its officers, or to any other
authorized agent or official of the state of Washington or the federal government, at all reasonable times, in
order to monitor and evaluate performance, compliance, and/or quality assurance under this Agreement.
4.35 RIGHTS IN DATA/OWNERSHIP
4.35.1 WASPC and Grantee agree that all data and work products (collectively "Work Product")
produced pursuant to this Agreement and received by WASPC will be considered a work for hire
under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by WASPC. Grantee is
hereby commissioned to create the Work Product. Work Product includes, but is not limited to,
discoveries, formulae, ideas, improvements, inventions, methods, models, processes,
techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams,
drawings, Software, databases, documents, pamphlets, advertisements, books, magazines,
surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent
provided by law. Ownership includes the right to copyright, patent, register and the ability to
transfer these rights and all information used to formulate such Work Product.
4.35.2 If for any reason the Work Product would not be considered a work for hire under applicable law,
Grantee assigns and transfers to WASPC, the entire right, title and interest in and to all rights in
the Work Product and any registrations and copyright applications relating thereto and any
renewals and extensions thereof.
4.35.3 Grantee will execute all documents and perform such other proper acts as WASPC may deem
necessary to secure for WASPC the rights pursuant to this section.
4.35.4 Grantee will not use or in any manner disseminate any Work Product to any third party, or
represent in any way Grantee ownership of any Work Product, without the prior written
permission of WASPC. Grantee will take all reasonable steps necessary to ensure that its agents,
employees, or Subgrantees will not copy or disclose, transmit or perform any Work Product or
any portion thereof, in any form, to any third party.
4.35.5 Material that is delivered under this Agreement, but that does not originate therefrom
("Preexisting Material"), must be transferred to WASPC with a nonexclusive, royalty -free,
irrevocable license to publish, translate, reproduce, deliver, perform, display, and dispose of such
Preexisting Material, and to authorize others to do so. Grantee agrees to obtain, at its own
expense, express written consent of the copyright holder for the inclusion of Preexisting
Material. WASPC will have the right to modify or remove any restrictive markings placed upon
the Preexisting Material by Grantee.
4.35.6 Grantee must identify all Preexisting Material when it is delivered under this Agreement and
must advise WASPC of any and all known or potential infringements of publicity, privacy or of
intellectual property affecting any Preexisting Material at the time of delivery of such Preexisting
Material. Grantee must provide WASPC with prompt written notice of each notice or claim of
copyright infringement or infringement of other intellectual property right worldwide received
by Grantee with respect to any Preexisting Material delivered under this Agreement.
4.36 RIGHTS OF STATE AND FEDERAL GOVERNMENTS
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In accordance with 45 C.F.R. 95.617, all appropriate state and federal agencies, including but not limited to the
Centers for Medicare and Medicaid Services (CMS), will have a royalty -free, nonexclusive, and irrevocable license
to reproduce, publish, translate, or otherwise use, and to authorize others to use for Federal Government
purposes: (i) software, modifications, and documentation designed, developed or installed with Federal Financial
Participation (FFP) under 45 CFR Part 95, subpart F; (ii) the Custom Software and modifications of the Custom
Software, and associated Documentation designed, developed, or installed with FFP under this Agreement;
(iii) the copyright in any work developed under this Agreement; and (iv) any rights of copyright to which Grantee
purchases ownership under this Agreement.
4.37 SERVICES TO PERSONS WITH LIMITED ENGLISH PROFICIENCY
The Grantee must certify that Limited English Proficiency persons have meaningful access to the services under
this program(s). National origin discrimination includes discrimination on the basis of limited English proficiency
(LEP). To ensure compliance with Title VI of the Safe Streets Act, the Grantee is required to take reasonable steps
to ensure that LEP persons have meaningful access to their programs. Meaningful access may entail providing
language assistance services, including oral and written translation when necessary. The US Department of
Justice has issued guidance for grantees to help them comply with Title VI requirements. The guidance
document can be accessed on the internet at www.lep.gov.
4.38 SEVERABILITY
If any provision of this Agreement or the application thereof to any person(s) or circumstances is held invalid,
such invalidity will not affect the other provisions or applications of this Agreement that can be given effect
without the invalid provision, and to this end the provisions or application of this Agreement are declared
severable.
4.39 SITE SECURITY
While on WASPC premises, Grantee, its agents, employees, or Subgrantees must conform in all respects with
physical, fire or other security policies or regulations. Failure to comply with these regulations may be grounds
for revoking or suspending security access to these facilities. WASPC reserves the right and authority to
immediately revoke security access to Grantee staff for any real or threatened breach of this provision. Upon
reassignment or termination of any Grantee staff, Grantee agrees to promptly notify WASPC.
4.40 SUBGRANTING
4.40.1 Neither Grantee, nor any Subgrantees, may enter into subcontracts for any of the work
contemplated under this Agreement without prior written approval of WASPC. WASPC has sole
discretion to determine whether or not to approve any such subcontract. In no event will the
existence of the subcontract operate to release or reduce the liability of Grantee to WASPC for
any breach in the performance of Grantee's duties.
4.40.2 Grantee agrees that any proposed subcontracts must be provided to WASPC for review no later
than 10 (ten) business days before such a subcontract's effective date.
4.40.3 Grantee is responsible for ensuring that all terms, conditions, assurances and certifications set
forth in this Agreement are included in any subcontracts.
4.40.4 If at any time during the progress of the work WASPC determines in its sole judgment that any
Subgrantee is incompetent or undesirable, WASPC will notify Grantee, and Grantee must take
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immediate steps to terminate the Subgrantee's involvement in the work.
4.40.5 The rejection or approval by WASPC of any Subgrantee or the termination of a Subgrantee will
not relieve Grantee of any of its responsibilities under the Agreement, nor be the basis for
additional charges to WASPC.
4.40.6 WASPC has no contractual obligations to any Subgrantee or vendor under Agreement to the
Grantee. The Grantee is fully responsible for all obligations, financial or otherwise, to its
Subgrantees.
4.41 SURVIVAL
The terms and conditions contained in this Agreement that, by their sense and context, are intended to survive
the completion, cancellation, termination, or expiration of the Agreement will survive. The right of WASPC to
recover any Overpayments will also survive the termination of this Agreement.
4.42 CORRECTIVE ACTION PLAN/SUSPENSION/TERMINATION
4.42.1 CORRECTIVE ACTION PLAN—In the event that WASPC determines that the Grantee has failed or
is reasonably likely to fail to comply with any term(s) or conditions) of this Agreement (to
include any and all attachments, references, appendices, or other documents included or
referenced herein), then WASPC will immediately take steps to mitigate any harmful effects of
such failure(s), and promptly prepare a Corrective Action Plan (CAP) with respect to such
failure(s) and outline the steps WASPC believes to be necessary to remedy such failure(s). In the
event that the Grantee is unable to complete the CAP, WASPC reserves it's right to proceed with
Termination or Suspension as outlined in the General Terms of this Agreement.
SUSPENSION—If WASPC reasonably determines that the Grantee has failed or is reasonably
likely to fail to comply with any term(s) or condition(s) of this Agreement (to include any and all
attachments, references, appendices, or other documents included or referenced herein),
WASPC reserves the right to issue a Notice of Suspension to the Grantee. A Notice of Suspension
acts to suspend this Agreement in its entirety, including suspending payment for future services
provided by Grantee.
In the event a notice of suspension is issued, WASPC agrees to pay Grantee for all services
provided under this Agreement prior to the issuance of the Notice of Suspension.
WASPC reserves the right to reinstate an Agreement at its discretion by issuing a Notice of
Reinstatement, or to move forward with Termination as outlined in Section 4.40 of the General
Terms of this agreement.
TERMINATION FOR DEFAULT—In the event WASPC determines that Grantee has failed to comply
with the terms and conditions of a corrective action plan or the terms of this Agreement, WASPC
has the right to suspend or terminate this Agreement. WASPC will notify Grantee in writing of
the need to take corrective action. If corrective action is not taken within five (5) Business Days,
or other time period agreed to in writing by both parties, the Agreement may be terminated.
WASPC reserves the right to suspend all or part of the Agreement, withhold further payments,
or prohibit Grantee from incurring additional obligations of funds during investigation of the
alleged compliance breach and pending corrective action by Grantee or a decision by WASPC to
terminate the Agreement.
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In the event of termination for default, Grantee will be liable for damages as authorized by law
including, but not limited to, any cost difference between the original Agreement and the
replacement or cover Agreement and all administrative costs directly related to the replacement
Agreement, e.g., cost of the competitive bidding, mailing, advertising, and staff time.
If it is determined that Grantee: (i) was not in default, or (ii) its failure to perform was outside of
its control, fault or negligence, the termination will be deemed a "Termination for Convenience."
TERMINATION FOR CONVENIENCE—When, at the reasonable discretion of either WASPC or
Grantee, it is in either party's best interest, both WASPC and Grantee may terminate this
Agreement in whole or in part by providing ten (10) calendar days' written notice to the other
party. If this Agreement is so terminated, each party will be liable only for payment in
accordance with the terms of this Agreement for service rendered prior to the effective date of
termination. No penalty shall accrue to either WASPC or Grantee in the event the termination
option in this section is exercised.
TERMINATION FOR NONALLOCATION OF FUNDS—If funds are not allocated to continue this
Agreement in any future period, WASPC may immediately terminate this Agreement by
providing written notice to the Grantee. The termination will be effective on the date specified in
the termination notice. WASPC will be liable only for payment in accordance with the terms of
this Agreement for services rendered prior to the effective date of termination. WASPC agrees to
notify Grantee of such nonallocation at the earliest possible time. No penalty will accrue to
WASPC in the event the termination option in this section is exercised.
TERMINATION FOR WITHDRAWAL OF AUTHORITY—In the event that the authority of WASPC to
perform any of its duties is withdrawn, reduced, or limited in any way after the commencement
of this Agreement and prior to normal completion, WASPC may immediately terminate this
Agreement by providing written notice to the Grantee. The termination will be effective on the
date specified in the termination notice. WASPC will be liable only for payment in accordance
with the terms of this Agreement for services rendered prior to the effective date of termination.
WASPC agrees to notify Grantee of such withdrawal of authority at the earliest possible time. No
penalty will accrue to WASPC in the event the termination option in this section is exercised.
TERMINATION FOR CONFLICT OF INTEREST—Both WASPC and Grantee may terminate this
Agreement by written notice to the other party if either WASPC or Grantee determines, after
due notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter
42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and
performance of contracts, or Grantee's internal policy. In the event this Agreement is so
terminated, WASPC will be entitled to pursue the same remedies against the Grantee as it could
pursue in the event Grantee breaches the Agreement.
4.43 TERMINATION PROCEDURES
4.43.1 Upon termination of this Agreement, WASPC, in addition to any other rights provided in this
Agreement, may require Grantee to deliver to WASPC any property specifically produced or
acquired for the performance of such part of this Agreement as has been terminated.
4.43.2 WASPC will pay Grantee the agreed-upon price, if separately stated, for completed work and
services accepted by WASPC and the amount agreed upon by the Grantee and WASPC for (i)
completed work and services for which no separate price is stated; (ii) partially completed work
and services; (iii) other property or services that are accepted by WASPC; and (iv) the protection
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and preservation of property, unless the termination is for default, in which case WASPC will
determine the extent of the liability. Failure to agree with such determination will be a dispute
within the meaning of Section 4.13 Disputes. WASPC may withhold from any amounts due the
Grantee such sum as WASPC determines to be necessary to protect WASPC against potential loss
or liability.
4.43.3 After receipt of notice of termination, and except as otherwise directed by WASPC, Grantee
must:
• Stop work under the Agreement on the date of, and to the extent specified in, the notice;
• Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the Agreement that is not
terminated;
• Assign to WASPC, in the manner, at the times, and to the extent directed by WASPC, all the
rights, title, and interest of the Grantee under the orders and subcontracts so terminated;
in which case WASPC has the right, at its discretion, to settle or pay any or all claims arising
out of the termination of such orders and subcontracts;
• Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of WASPC to the extent WASPC may require,
which approval or ratification will be final for all the purposes of this clause;
• Transfer title to and deliver as directed by WASPC any property required to be furnished to
WASPC;
• Complete performance of any part of the work that was not terminated by WASPC; and
• Take such action as may be necessary, or as WASPC may direct, for the protection and
preservation of the records related to this Agreement that are in the possession of the
Grantee and in which WASPC has or may acquire an interest.
4.44 WAIVER
Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or
subsequent breach or default. No term or condition of this Agreement will be held to be waived, modified, or
deleted except by a written instrument signed by the parties. Only the WASPC Authorized Representative has the
authority to waive any term or condition of this Agreement on behalf of WASPC.
4.45 WARRANTIES
4.45.1 Grantee represents and warrants that it will perform all services pursuant to this Agreement in a
professional manner and with high quality and will immediately re -perform any services that are
not in compliance with this representation and warranty at no cost to WASPC.
4.45.2 Grantee represents and warrants that it will comply with all applicable local, State, and federal
licensing, accreditation and registration requirements and standards necessary in the
performance of the Services.
4.45.3 Any written commitment by Grantee within the scope of this Agreement will be binding upon
Grantee. Failure of Grantee to fulfill such a commitment may constitute breach and will render
Grantee liable for damages under the terms of this Agreement. For purposes of this section, a
commitment by Grantee includes: (i) Prices, discounts, and options committed to remain in force
over a specified period of time; and (ii) any warranty or representation made by Grantee to
WASPC or contained in any Grantee publications, or descriptions of services in written or other
communication medium, used to influence WASPC to enter into this Agreement.
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GRANT AWARD MHFR-25-012 Page 23 of 29
Initial
SCHEDULE A: STATEMENT OF WORK I �A
PURPOSE I
WASPC intends to enter into an agreement with the Tukwila Police Department for purposes of establishing/continuing
an MHFR Program that adheres to RCW 36.28A.440, to establish and expand mental health field response capabilities,
utilizing mental health professionals to professionally, humanely, and safely respond to crises involving persons with
behavioral health issues with treatment, diversion, and reduced incarceration time as primary goals.
WASPC RESPONSIBILITIES
1. WASPC will provide a Grant Manager to monitor all progress under the program. To accomplish this monitoring
function, WASPC staff may access de -identified data related to program services.
2. The Grant Manager shall provide timely response to Grantee communication.
Grantee RESPONSIBILITIES
1. Grantee must
1.1. Implement the Mental Health Field Response Program as described in their Project Narrative and Project
Timeline (as attached in "Exhibit A)", with no unapproved substantive derivations. Requests for changes to this
scope of work, or services laid out in the applicant's Project Narrative and Project Timeline can be made to
csanders@waspc.org. WASPC is under no obligation to grant such a request.
1.2. Include the following elements as central features of their program:
Grantee must include at least one mental health professional, as defined in RCW 71.05.020, who will
perform field response professional services under the plan. A mental health professional may assist
patrolling law enforcement officers either in the field or in an on-call capacity.
• The mental health professional may also provide preventive, follow-up, training on mental health field
response best practices, or other services at the direction of the local law enforcement agency. Nothing
limits the mental health professional's participation to field patrol.
1.3. Implement the data collection tool as described elsewhere in the Agreement and enter information in an
accurate and timely manner.
1.4. Notify WASPC of any changes in the Agreement or program management.
1.5. Actively participate in any monitoring activities deemed necessary by WASPC.
1.6. Comply with any recommendations that arise from monitoring activities.
1.7. Participate in any WASPC sponsored or facilitated training relative to working with American Indian/Alaskan
Native individuals regarding disparities and needs, Indian health care delivery system, government -to -
government relationships, and applicable federal and state laws and regulations. American Indian/Alaskan
Native means any individual defined at 25 U.S.C. § 1603(1), § 1603(28), or § 1679(a) or who has been
determined eligible as an Indian, under 42 C.F.R. § 136.12.
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Special Considerations
1. To allow agencies to provide the best and most comprehensive services possible, WASPC allows funding to be
utilized for staffing of programs by properly credentialed and trained staff, at the following levels, under the stated
conditions:
1.1. Mental Health Professional (MHP) as defined by,RCW 71.05.020:
Programs must utilize an MHP as defined in RCW 71.05.020 to perform duties established in 36.28A.440(3):
"...assist patrolling officers in the field or in an on-call capacity, provide preventive, follow-up, training on
mental health field response best practices, or other services at the direction of the local law enforcement
agency."
9 MHPs should prioritize grant funded hours to providing services to individuals in crisis.
MHPs must provide a minimum of 1 hour per week of direct one-on-one supervision to Non-MHPs as
required if the program utilizes non-MHPs.
1.2. Non-MHPs
a Unless licensed to do so, the non -MHP does not provide support or services that would require a license or
certification of any kind from the Washington State Department of Health, the Washington State
Healthcare Authority, or any other governing body with regulatory authority in Washington State.
0 Individuals not meeting the definition of MHP as defined by RCW 71.05.020 may provide services under the
following circumstances:
o The non -MHP must receive a minimum of 1 hour per week of direct one-on-one supervision by a
licensed MHP,
o The non -MHP must immediately disengage with an individual that appears to be escalating to a
state of acute crisis or agitation that may present a threat to their physical safety and follow any
steps identified by agency policy.
o Prior to providing services and no less than yearly, the non -MHP must participate in training
relevant to all of the following topics:
9 Interacting with and providing social services to individuals with mental health
conditions, to include Substance Use Disorder,
a Program policies and standard operating procedures,
a Necessary and practical physical safety precautions that must be taken when
interacting with community members served by the program,
Necessary and practical techniques to avoid work related vicarious trauma and
burn -out,
Please note that the training listed above is meant to represent a bare minimum
standard to which all non-MHPs paid for using funds under this Agreement must
adhere. WASPC expects that agencies will ensure that all of these requirements are
met.
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GRANT AWARD MHFR-25-012 Page 25 of 29
2. Law Enforcement
o WASPC places no conditions or limitations on the program's use of sworn law enforcement staff
that are included in "SCHEDULE B - Approved Budget."
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GRANT AWARD MHFR-25-012 Page 26 of 29
SCHEDULE B: APPROVED BUDGET
DEFINITIONS
"Personnel" represents the base salary and wages to individuals employed by the grantee that directly support the
program. This does not include any benefits expenses paid by the grantee. Personnel expenses mut be substantiated
with time and effort reporting (timesheets). (2 CFR § 200.430(i))
"Fringe Benefits" represents allowances and services provided by the grantee to their employees as compensation in
addition to regular salaries and wages. Fringe benefits include, but are not limited to, the costs of leave (vacation, family -
related, sick or military), employee insurance, pensions, and unemployment benefit plans. (2 CFR § 200.431(a))
"Travel" represents transportation, lodging, subsistence, and related expenses incurred by employees who are in travel
status on program related business. All expenses charged to this category must be applied and allocated consistently
throughout the term of the award. (2 CFR § 200.475)
"Equipment" represents property with an acquisition cost of $5,000 or more, and a useful life of one or more years. (2
CFR § 200.1)
"Supplies" represents tangible property other than those described in the definition of equipment. (2 CFR § 200.1)
"Consultants/Contracts" represents the total dollar amount budgeted for the execution of contracts and agreements
with parties not employed by the grantee. Professional and consultant services are rendered by persons who are
members of a particular profession or possess a special skill, and who are not officers or employees of the grantee. These
costs must be reasonable in relation to the services provided. (2 CFR § 200.459)
"Other" represents costs not described in or allocated to another category.
"Indirect" represents those expenses that are related to the conduct of program activities, but that can not be directly
attributable to any particular project. Indirect costs for this award are capped and are not to exceed 15% of actual
eligible expenses. (2 CFR § 200.414)
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GRANT AWARD MHFR-25-012
E-
Budget
nitial
2025-2026 Approved Budget (Year 1) July 1, 2025 to June 30, 2026
Page 27 of 29
Category
Amount Awarded
A. Personnel
$0.00
B. Fringe Benefits
$0.00
C. Travel
$0.00
D. Equipment
$0.00
E. Supplies
$0.00
F. Consultants/Contracts
$137,700.00
G. Other
$0.00
H. Indirect
$0.00
TOTAL 2025-2026 AWARD
$137,700.00
Please note that the "Approved Budget 2025-2026" is the final approved budget for your program during that state
fiscal year. Unspent amounts from the 2025-2026 fiscal year will be forfeited by the grantee and will not be added to
the following fiscal year's budget amounts.
Funds awarded under this Agreement must be expended as outlined in "EXHIBIT B—FINAL BUDGET SUBMISSION (As
Attached)" unless otherwise noted in the "2025-2026 APPROVED BUDGET NARRATIVE".
2025-2026 APPROVED BUDGET NARRATIVE:
0 No Comments.
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GRANT AWARD MHFR-25-012
2026-2027 Approved Budget (Year 2) Initial
July 1, 2026 to June 30, 2027
Page 28 of 29
Budget Category
Amount Awarded
A. Personnel
$0.00
B. Fringe Benefits
$0.00
C. Travel
$0.00
D. Equipment
$0.00
E. Supplies
$0.00
F. Consultants/Contracts
$130,050.00
G. Other
$0.00
H. Indirect
$0.00
TOTAL 2026-2027 AWARD
$130,050.00
Please note that the "Approved Budget 2026-2027" is the final approved budget for your program during that state
fiscal year.
Funds awarded under this Agreement must be expended as outlined in "EXHIBIT B—FINAL BUDGET SUBMISSION (As
Attached)" unless otherwise noted in the "2026-2027 APPROVED BUDGET NARRATIVE".
2026-2027 APPROVED BUDGET NARRATIVE:
• No Comments.
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GRANT AWARD MHFR-25-012
EXHIBITS
(As Attached)
Page 29 of 29