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HomeMy WebLinkAboutOlympic Health & Recovery Services (OHRS) - Contract Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT BETWEEN MASON COUNTY SHERIFF’S OFFICE AND OLYMPIC HEALTH & RECOVERY SERVICES (OHRS) This Agreement is made between Mason County Sheriff’s Office (MCSO) (herein called the Local Government) and Olympic Health & Recovery Services (OHRS) (herein called Subcontractor) for Mental Health Field Response Services (WASPC Grant MHFR-25-008) (herein called the Project). As the Washington Association of Sheriffs & Police Chiefs (WASPC) is authorized the State of Washington to provide funds to units of local government selected to undertake and carry out projects under the WASPC in compliance with all applicable local, state, and federal laws, regulations and policies; and As the Local Government has applied for and received a WASPC award, contract number MHFR-25- 008, to fund the Project with Washington State funding; and As it benefits the Local Government to engage the Subcontractor to accomplish the Scope of Work and the objectives of the local WASPC project; The parties agree that: 1. SCOPE OF SERVICES A. Local Government Responsibilities The Local Government is responsible for administration of the WASPC contract, and ensuring WASPC funds are used in accordance with all program requirements [(24 CFR 570.501(b)] and its WASPC contract with WASPC referenced above. The Local Government will provide such assistance and guidance to the Subcontractor as may be required to accomplish the objectives and conditions set forth in this Agreement. The Local Government is responsible for completing the following tasks to accomplish the objectives of the Project: Principal Tasks • Execute contract with WASPC • Execute Professional Services AGREEMENT • Establish administrative and other record keeping systems • Process and submit payment requests and any WASPC Beneficiary Reports • Formulate and implement a subcontractor monitoring plan and conduct on-site review • Ensure grant activities are completed • Complete the grant close-out process with WASPC B. Subcontractor Responsibilities Page 2 of 17 The Subcontractor will complete in a satisfactory and proper manner as determined by the Local Government the following tasks to accomplish the Scope of Work as referenced in Attachment A of this Agreement. The Subcontractor will periodically meet with the Local Government to review the status of these tasks. Principal Tasks 1. Personnel & Staffing: Employ and supervise at least one mental health professional as defined in RCW 71.05.020. As a best practice, one mental health professional and one certified peer counselor will provide crisis response in the community. Ensure staff maintain appropriate licensure and training in crisis response and de-escalation. 2. Services: Provide field-based co-response services, crisis intervention, referral, follow-up, and training for deputies on behavioral health response. 3. Collaboration: Work closely with the Sheriff’s Office, participate in program meetings, and attend WASPC- sponsored training. 4. Data Collection & Reporting: Enter service data into the JULOTA Reach system, or other data collection system that meets the requirements, and provide monthly program reports to Mason County. 5. Program Goals: Reduce incarceration and ER use, increase diversion to services, and improve outcomes for individuals experiencing crisis. 2. TIME OF PERFORMANCE The effective date of this Agreement will be the date the parties sign and complete execution of this agreement and will be in effect for the time period during which the Subcontractor remains in control of WASPC funds or other WASPC assets. 3. AGREEMENT REPRESENTATIVES Each party to this Agreement shall have a representative. Each party may change its representative upon providing written notice to the other party. The parties’ representatives are as follows: A. Subcontractor: Olympic Health & Recovery Services (OHRS) Name of Representative: Joe Avalos, OHRS Administrator Mailing Address: 670 Woodland Square Loop SE, Suite 301 City, State and Zip Code: Lacey, WA 98503 Telephone Number: 360-763-5828 E-mail Address: joe.avalos@tmbho.org Federal EIN: 47-5326968 B. Local Government: Mason County Sheriff’s Office Name of Representative: Trevor Severance Title: Lieutenant Mailing Address: 411 N 5th Street City, State and Zip Code: Shelton, WA 98584 Telephone Number: 360-427-9670 ext 112 Fax Number: 360-427-9670 E-mail Address: tseverance@masoncountywa.gov Page 3 of 17 4. BUDGET The Local Government will pass through to the Subcontractor no more than $377,904.15 in WASPC funds for eligible incurred costs and expenses for the Project according to the following budget. Project Budget Budgeted Amount July 1, 2025 – June 30, 2026 $176,148.35 July 1, 2026 – June 30, 2027 $201,755.80 Indirect Cost Rate: The Subcontractor may charge a de minimis indirect cost rate of 10% of Modified Total Direct Costs. “Modified Total Direct Costs” shall mean all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes equipment, capital expenditures, and rental costs. Any amendments to this Agreement’s Budget must first be determined by the Local Government as consistent with its WASPC contract and then approved in writing by the Local Government and the Subcontractor. 5. PAYMENT The Local Government shall reimburse the Subcontractor in accordance with the payment procedures outlined in the WASPC contract. Reimbursement under this Agreement will be based on billings, supported by appropriate documentation of costs actually incurred. It is expressly understood that claims for reimbursement will not be submitted in excess of actual, immediate cash requirements necessary to carry out the purposes of the agreement. Funds available under this Agreement will be utilized to supplement rather than supplant funds otherwise available. It is understood that this Agreement is funded in whole or in part with WASPC funds through Washington State and is subject to those regulations and restrictions normally associated with State-funded programs and any other requirements that the State may prescribe. 6. PERFORMANCE MONITORING The Local Government will monitor the performance of the Subcontractor by tracking project progress, reviewing payment requests for applicable costs, managing the timely pass-through of WASPC funds, overseeing compliance with State requirements, and ensuring recordkeeping and audit requirements are met. Substandard performance as determined by the Local Government will constitute noncompliance with this Agreement. Page 4 of 17 If action to correct such substandard performance is not taken by the Subcontractor within 30 days after being notified by the Local Government, contract suspension or termination procedures will be initiated. 7. SPECIAL CONDITIONS A. Withholding Payment: In the event the SUBCONTRACTOR has failed to perform any obligation under this AGREEMENT within the times set forth in the AGREEMENT, the LOCAL GOVERNMENT may, upon written notice, withhold from amounts otherwise due and payable to SUBCONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling SUBCONTRACTOR to termination or damages, provided that the LOCAL GOVERNMENT promptly gives notice in writing to the SUBCONTRACTOR of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the Administrative Office set forth in a notice to the SUBCONTRACTOR of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive under this clause, without prejudice to any other remedy under the AGREEMENT, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the SUBCONTRACTOR , (3) to set off any amount so paid or incurred from amounts due or to become due the SUBCONTRACTOR . In the event the SUBCONTRACTOR obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to SUBCONTRACTOR by reason of good faith withholding by the LOCAL GOVERNMENT under this clause. B. Labor Standards: SUBCONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis-Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. C. Waiver of Noncompetition: SUBCONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to the LOCAL GOVERNMENT, and SUBCONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to the LOCAL GOVERNMENT. Page 5 of 17 D. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by SUBCONTRACTOR and/or its consultants or sub-contractors, in connection with performance of this AGREEMENT, shall be the sole and absolute property of LOCAL GOVERNMENT. E. E-verify: The E-Verify contractor program for Mason County applies to contracts of $100,000 or more and subcontracts for $25,000 or more if the primary contract is for $100,000 or more. SUBCONTRACTOR represents and warrants that it will, for at least the duration of the AGREEMENT, register and participate in the status verification system for all newly hired employees. The term “employee” as used herein means any person that is hired to perform work for Mason County. As used herein, “status verification system: means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. SUBCONTRACTOR agrees to maintain records of such compliance and, upon request of the LOCAL GOVERNMENT, to provide a copy of each such verification to the LOCAL GOVERNMENT. SUBCONTRACTOR further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Washington. SUBCONTRACTOR understands and agrees that any breach of these warranties may subject SUBCONTRACTOR to the following: (a) termination of the AGREEMENT and ineligibility for any Mason County contract for up to three (3) years, with notice of such cancellation/termination being made public. In the event of such termination/cancellation, SUBCONTRACTOR would also be liable for any additional costs incurred by the LOCAL GOVERNMENT due to contract cancellation or loss of license or permit. SUBCONTRACTOR will review and enroll in the E-Verify program through this website: www.uscis.gov F. Disputes: Differences between SUBCONTRACTOR and LOCAL GOVERNMENT, arising under and by virtue of the AGREEMENT Documents, shall be brought to the attention of LOCAL GOVERNMENT at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. G. Notice of Potential Claims: Subcontractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer or LOCAL GOVERNMENT, or (2) the happening of any event or occurrence, unless Subcontractor has given LOCAL GOVERNMENT a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and Page 6 of 17 before final payment by LOCAL GOVERNMENT. The written Notice of Potential Claim shall set forth the reasons for which Subcontractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Subcontractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. H. Detailed Claim: Subcontractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by LOCAL GOVERNMENT, Subcontractor has given LOCAL GOVERNMENT a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. I. Arbitration: Other than claims for injunctive relief brought by a party hereto (which may be brought either in court or pursuant to the arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the PARTIES under, arising out of, or related to the AGREEMENT or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by the AGREEMENT. There shall be one arbitrator selected by the PARTIES within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this AGREEMENT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre-award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made no later than forty-five (45) days after the arbitration demand, the PARTIES agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and process with arbitration. J. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of the AGREEMENT, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Mason, or a neighboring county in the event of a conflict of interest. Unless otherwise specified herein, this AGREEMENT shall be governed by the laws of Mason County and the State of Washington. Page 7 of 17 K. Communication: Subcontractor will not communicate directly with WASPC concerning this PROJECT without prior notice to LOCAL GOVERNMENT. 8. GENERAL CONDITIONS A. General Compliance The Subcontractor agrees to comply with: • All applicable Federal, State and Local laws, regulations, and policies, governing the funds provided under this Agreement. B. Independent Contractor Nothing contained in this Agreement is intended to, or will be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subcontractor will at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The Local Government will be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as the Subcontractor is an independent contractor. C. Hold Harmless The Subcontractor will hold harmless, defend and indemnify the Local Government from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subcontractor’s performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers’ Compensation The Subcontractor will provide Workers’ Compensation Insurance Coverage for all of its employees involved in the performance of this Agreement. E. Insurance and Bonding The Subcontractor will carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum will purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Local Government as detailed in “Exhibit C Insurance Requirements.” The Subcontractor shall furnish the Local Government with properly executed certificate of insurance or a signed policy endorsement which shall clearly evidence all insurance required in this section prior to commencement of services. The certificates will, at a minimum, list limits of liability and coverage. The certificate will provide that the underlying insurance contract will not be cancelled or allowed to expire except on thirty (30) days prior written notice to the Local Government. G. Funding Source Recognition Page 8 of 17 The Subcontractor will insure recognition of the roles of WASPC, the State of Washington, and the Local Government in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement will be prominently labeled as to funding source. H. Amendments The Local Government or Subcontractor may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the Local Government’s governing body. Such amendments will not invalidate this Agreement, nor relieve or release the Local Government or Subcontractor from its obligations under this Agreement. I. Suspension or Termination In accordance with 2 CFR 200.338-9, the Local Government may suspend or terminate this Agreement if the Subcontractor materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statues, regulations, executive orders, and policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subcontractor to fulfill in a timely and proper manner its obligations under this Agreement. 3. Ineffective or improper use of funds provided under this Agreement; or 4. Submission by the Subcontractor to the Local Government of reports that are incorrect or incomplete in any material respect. In accordance with 2 CFR 200.339, this Agreement may also be terminated by either the Local Government or the Subcontractor, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Local Government determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Local Government may terminate the award in its entirety. 9. ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards The Subcontractor agrees to comply with 2 CFR 200 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles Page 9 of 17 The Subcontractor will administer its program in conformance with 2 CFR 200. These principles will be applied for all costs incurred whether charged on a direct or indirect basis. 3. Duplication of Costs The Subcontractor certifies that work to be performed under this Agreement does not duplicate any work to be charged against any other contract, subcontract or other source. B. Documentation and Record Keeping 1. Records to Be Maintained The Subcontractor will maintain all records required by the law of the State of Washington that are pertinent to the activities to be funded under this Agreement. 2. Access to Records and Retention The grantee, WASPC, and other authorized representatives of the state and federal governments shall have access to any books, documents, papers and records of the Subcontractor that are directly pertinent to this Agreement for the purposes of making audit, examination, excerpts and transcriptions. All such records and all other records pertinent to this Agreement and work undertaken under this Agreement will be retained by the Subcontractor for a period of six years after final audit of the Local Government’s WASPC project, unless a longer period is required to resolve audit findings or litigation. In such cases, the Local Government will request a longer period of record retention. 3. Audits and Inspections All Subcontractor records with respect to any matters covered by this Agreement will be made available to the Local Government and duly authorized officials of the state and federal government, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subcontractor within 30 days after receipt by the Subcontractor. Failure of the Subcontractor to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. C. Reporting 1. Periodic Reports The Subcontractor, at such times and in such forms as the Local Government may require, will furnish the Local Government such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. D. PERSONNEL AND PARTICIPANT CONDITIONS A. Civil Rights Page 10 of 17 Title VI of the Civil Rights Act of 1964: Under Title VI of the Civil Rights Act of 1964, no person will, on the grounds of race, color, creed, religion, sex or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. B. Conduct 1. Assignability The Subcontractor will not assign or transfer any interest in this Agreement without the prior written consent of the Local Government thereto; provided, however, that claims for money due or to become due to the Subcontractor from the Local Government under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer will be furnished promptly to the Local Government and WASPC. 2. Conflict of Interest No member of the Local Government’s governing body and no other public official of such locality, who exercises any functions or responsibilities in connection with the planning or carrying out of the project, will have any personal financial interest, direct or indirect, in this Agreement; and the Subcontractor will take appropriate steps to assure compliance. The Subcontractor covenants that its employees have no interest and will not acquire interest, direct or indirect, in the study area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of services hereunder. The Subcontractor further covenants that in the performance of this Agreement, no person having such interest will be employed. 3. Debarment A. Grantee, defined as the primary participant and its principals, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Grant, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Grant had one or more public transactions (Federal, State, or local) terminated for cause of default. B. Where the Grantee is unable to certify to any of the statements in this Grant, the Grantee shall attach an explanation to this Grant. Page 11 of 17 C. The Grantee agrees by signing this Grant that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the State of WA. D. The Grantee further agrees by signing this Grant that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,” as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: i. The lower tier Grantee certifies, by signing this Grant that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier Grantee is unable to certify to any of the statements in this Grant, such contractor shall attach an explanation to this Grant. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction person, primary covered transaction, principal, and voluntarily excluded, as used in this section have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these regulations. D. Copyright If this Agreement results in any copyrightable material or inventions, the Local Government and/or WASPC reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. E. Religious Activities The Subcontractor agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. 10. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of this Agreement will not be affected thereby and all other parts of this Agreement will nevertheless be in full force and effect. 11. PERFORMANCE WAIVER The Local Government’s failure to act with respect to a breach by the Subcontractor does not waive its right to act with respect to subsequent or similar breaches. The failure of the Local Government to exercise or enforce any right or provision will not constitute a waiver of such right or provision. 12. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Local Government and the Subcontractor for the use of funds received under this Agreement and it supersedes all prior communications and proposals, whether electronic, oral, or written between the Local Government and the Subcontractor with respect to this Agreement. The attachments to this Agreement are identified as follows: Exhibit A Scope-of-Work Exhibit B Budget Exhibit C Insurance Requirements Exhibit D Certificate of Insurance IN WITNESS WHEREOF, the Local Government and the Subcontractor have executed this Agreement as of the date and year last written below. MASON COUNTY SHERIFFS OFFICE, WASHINGTON OLYMPIC HEALTH & RECOVERY SERVICES By:-----------------By: ---------------- Ryan Spurling, Mason County Sheriff Joe Avalos, Administrator Title: ----------------Title: --------------- Date: ----------------Date: --------------- Approved As To Form: <: 2ts;;_:: � Tim Whitehead, Chief DPA Page 12 of 17 Sheriff 02/02/26 Joe Avalos, Executive Director 3/2/2026 Page 13 of 17 EXHIBIT A SCOPE-OF -WORK Olympic Health & Recovery Services (OHRS) will be responsible for completing the tasks and activities below as well as others as detailed throughout this AGREEMENT. It is OHRS responsibility to review, understand, implement and adhere to all requirements as this Scope-of-Work is a summary, not an exhaustive list. SUBCONTRACTOR will: 1. Personnel & Staffing: Employ and supervise at least one mental health professional as defined in RCW 71.05.020. Ensure staff maintain appropriate licensure and training in crisis response and de- escalation. As a best practice, a dyad of one mental health professional and one certified peer counselor will provide crisis response in the community. 2. Services: Provide field-based co-response services, crisis intervention, referral, follow-up, and training for deputies on behavioral health response. 3. Collaboration: Work closely with the Sheriff’s Office, participate in program meetings, and attend WASPC-sponsored training. 4. Data Collection & Reporting: Enter service data into the JULOTA Reach system, or other data collection system that meets the requirements, and provide monthly program reports to Mason County Sheriff’s Office. 5. Program Goals: Reduce incarceration and ER use, increase diversion to services, and improve outcomes for individuals experiencing crisis. Page 14 of 17 EXHIBIT B Budget 1. The maximum compensation under this Agreement shall not exceed $377,904.15, reimbursable in accordance with Attachment B: Budget. - Year 1 (July 1, 2025 – June 30, 2026): $176,148.35 - Year 2 (July 1, 2026 – June 30, 2027): $201,755.80 Payments will be made on a reimbursement basis upon submission of monthly invoices with supporting documentation. No advance payments will be made. 2. Staff charging time to the WASPC grant must record actual hours worked on a timesheet. Timesheets are to be signed, certifying that the hours charged are for time spent providing WASPC grant-related services. 3. Signed and certified timesheets must be maintained by the SUBCONTRACTOR . 4. Financial policies, practices and processes must adhere to the requirements detailed in this AGREEMENT and as well as applicable Mason County's (LOCAL GOVERNMENT) policies and procedures. Page 15 of 17 EXHIBIT C INSURANCE REQUIREMENTS 1. MINIMUM Insurance Requirements: A. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. B. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for all covered losses. C. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non- owned and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If SUBCONTRACTOR owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If SUBCONTRACTOR or SUBCONTRACTOR’s employees will use personal autos in any way on this project, SUBCONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. D. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be “pay on behalf”, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to LOCAL GOVERNMENT for injury to employees of SUBCONTRACTOR , subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of LOCAL GOVERNMENT following receipt of proof of insurance as required herein. 2. Certificate of Insurance: A certificate of insurance is attached hereto as "Exhibit D Certificate of Insurance." 3. Basic Stipulations: A. SUBCONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds LOCAL GOVERNMENT, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. [If this is a construction contract, ISO endorsement 20 37 also is required.] SUBCONTRACTOR also agrees to require all SUBCONTRACTOR s, subcontractors, and anyone else involved in this Contract on behalf of the SUBCONTRACTOR (hereinafter “indemnifying PARTIES”) to comply with these provisions. B. SUBCONTRACTOR agrees to waive rights of recovery against LOCAL GOVERNMENT regardless of the applicability of any insurance proceeds, and to require all indemnifying PARTIES to do likewise. C. All insurance coverage maintained or procured by SUBCONTRACTOR or required of others by SUBCONTRACTOR pursuant to this Contract shall be endorsed to delete the subrogation condition as to LOCAL GOVERNMENT, or must specifically allow the named insured to waive subrogation prior to a loss. D. All coverage types and limits required are subject to approval, modification and additional requirements by LOCAL GOVERNMENT. SUBCONTRACTOR shall not make any reductions in scope or limits of coverage that may affect LOCAL GOVERNMENT’s protection without LOCAL GOVERNMENT’s prior written consent. Page 16 of 17 E. Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance shall be delivered to LOCAL GOVERNMENT prior to the execution of this Contract. If such proof of insurance is not delivered as required, or if such insurance is canceled at any time and no replacement coverage is provided, LOCAL GOVERNMENT has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by LOCAL GOVERNMENT shall be charged to and promptly paid by SUBCONTRACTOR or deducted from sums due SUBCONTRACTOR. F. It is acknowledged by the PARTIES of this Contract that all insurance coverage required to be provided by SUBCONTRACTOR or indemnifying party, is intended to apply first and on a primary non- contributing basis in relation to any other insurance or self-insurance available to LOCAL GOVERNMENT. G. SUBCONTRACTOR agrees not to self-insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to LOCAL GOVERNMENT. If SUBCONTRACTOR’s existing coverage includes a self-insured retention, the self-insured retention must be declared to the LOCAL GOVERNMENT. The LOCAL GOVERNMENT may review options with SUBCONTRACTOR, which may include reduction or elimination of the self-insured retention, substitution of other coverage, or other solutions. H. SUBCONTRACTOR will renew the required coverage annually as long as LOCAL GOVERNMENT, or its employees or agents face an exposure from operations of any type pursuant to this Contract. This obligation applies whether or not the Contract is canceled or terminated for any reason. Termination of this obligation is not effective until LOCAL GOVERNMENT executes a written statement to that effect. Page 17 of 17 EXHIBIT D CERTIFICATE OF INSURANCE