Contract #2532-61500 CPARS Consulting.docx

Special Terms and Conditions

SERVICES CONTRACT

2025 State Emergency Repatriation Plan (SERP) Functional Exercises DSHS Contract Number:

2532-61500 Resulting From Procurement Number:

Contractor Contract Number:

CONTRACTOR NAME

CPARS Consulting, Inc.

CONTRACTOR doing business as (DBA)

CONTRACTOR ADDRESS

710 S. Myrtle Ave.

Monterey Park, CA 91016

WASHINGTON UNIFORM BUSINESS IDENTIFIER (UBI)

DSHS INDEX NUMBER

250571

CONTRACTOR CONTACT

Nicholas Lowe

CONTRACTOR TELEPHONE

(626) 320-0218

CONTRACTOR FAX

CONTRACTOR E-MAIL ADDRESS

Click here to enter text.

DSHS ADMINISTRATION

Economic Services Administration

DSHS DIVISION

Office of the Assistant Secretary

DSHS CONTRACT CODE

3000PC-32

DSHS CONTACT NAME AND TITLE

Logan MacGregor Other

DSHS CONTACT ADDRESS

PO BOX 45070

Olympia, WA Click here to enter text.

DSHS CONTACT TELEPHONE

(425) 393-3195

DSHS CONTACT FAX

Click here to enter text.

DSHS CONTACT E-MAIL ADDRESS

macgrld@dshs.wa.gov

IS THE CONTRACTOR A SUBRECIPIENT FOR PURPOSES OF THIS CONTRACT?

No

ASSISTANCE LISTING NUMBER(S)

CONTRACT START DATE

07/15/2025

CONTRACT END DATE

01/31/2026

CONTRACT MAXIMUM AMOUNT

$90,000.00

EXHIBITS. The following Exhibits are attached and are incorporated into this Contract by reference:

|_| Exhibits (specify): Exhibit A - Data Security Requirements |_| No Exhibits.

The terms and conditions of this Contract are an integration and representation of the final, entire and exclusive understanding between the parties superseding and merging all previous agreements, writings, and communications, oral or otherwise, regarding the subject matter of this Contract. The parties signing below represent that they have read and understand this Contract, and have the authority to execute this Contract. This Contract shall be binding on DSHS only upon signature by DSHS.

CONTRACTOR SIGNATURE

Draft - Please Do Not Sign

PRINTED NAME AND TITLE

DATE SIGNED

DSHS SIGNATURE

Draft - Please Do Not Sign

PRINTED NAME AND TITLE

DATE SIGNED

DSHS Central Contract Services 6013PF Custom Professional Service Contract (7-18-2024) Page 3 Definitions. The words and phrases listed below, as used in this Contract, shall each have the following definitions:

“Central Contracts and Legal Services” means the DSHS central headquarters contracting office, or successor section or office.

“Confidential Information” or “Data” means information that is exempt from disclosure to the public or other unauthorized persons under RCW 42.56 or other federal or state laws. Confidential Information includes, but is not limited to, Personal Information.

“Contract” or “Agreement” means the entire written agreement between DSHS and the Contractor, including any Exhibits, documents, or materials incorporated by reference. The parties may execute this contract in multiple counterparts, each of which is deemed an original and all of which constitute only one agreement. E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original.

“CCLS Chief” means the manager, or successor, of Central Contracts and Legal Services or successor section or office.

“Contractor” means the individual or entity performing services pursuant to this Contract and includes the Contractor’s owners, members, officers, directors, partners, employees, and/or agents, unless otherwise stated in this Contract. For purposes of any permitted Subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, directors, partners, employees, and/or agents.

“Debarment” means an action taken by a Federal agency or official to exclude a person or business entity from participating in transactions involving certain federal funds.

“DSHS” or the “Department” means the state of Washington Department of Social and Health Services and its employees and authorized agents.

“Encrypt” means to encode Confidential Information into a format that can only be read by those possessing a “key;” a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 256 bits for symmetric keys, or 2048 bits for asymmetric keys. When a symmetric key is used, the Advanced Encryption Standard (AES) must be used if available.

“Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, Social Security Numbers, driver license numbers, other identifying numbers, and any financial identifiers.

“Physically Secure” means that access is restricted through physical means to authorized individuals only.

“Program Agreement” means an agreement between the Contractor and DSHS containing special terms and conditions, including a statement of work to be performed by the Contractor and payment to be made by DSHS.

“RCW” means the Revised Code of Washington. All references in this Contract to RCW chapters or sections shall include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at http://apps.leg.wa.gov/rcw/.

“Regulation” means any federal, state, or local regulation, rule, or ordinance.

“Secured Area” means an area to which only authorized representatives of the entity possessing the Confidential Information have access. Secured Areas may include buildings, rooms or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel.

“Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or a portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract.

“Tracking” means a record keeping system that identifies when the sender begins delivery of Confidential Information to the authorized and intended recipient, and when the sender receives confirmation of delivery from the authorized and intended recipient of Confidential Information.

“Trusted Systems” include only the following methods of physical delivery: (1) hand-delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service (“USPS”) first class mail, or USPS delivery services that include Tracking, such as Certified Mail, Express Mail or Registered Mail; (3) commercial delivery services (e.g. FedEx, UPS, DHL) which offer tracking and receipt confirmation; and (4) the Washington State Campus mail system. For electronic transmission, the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network.

“WAC” means the Washington Administrative Code. All references in this Contract to WAC chapters or sections shall include any successor, amended, or replacement regulation. Pertinent WAC chapters or sections can be accessed at http://apps.leg.wa.gov/wac/.

Amendment. This Contract may only be modified by a written amendment signed by both parties. Only personnel authorized to bind each of the parties may sign an amendment.

Assignment. The Contractor shall not assign this Contract or any Program Agreement to a third party without the prior written consent of DSHS.

Billing Limitations.

DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract.

DSHS shall not pay any claims for payment for services submitted more than twelve (12) months after the calendar month in which the services were performed.

The Contractor shall not bill and DSHS shall not pay for services performed under this Contract, if the Contractor has charged or will charge another agency of the state of Washington or any other party for the same services.

Compliance with Applicable Law and Washington State Requirements.

Applicable Law. Throughout the performance of this Agreement, Contractor shall comply with all federal, state, and local laws, regulations, and executive orders to the extent they are applicable to this Agreement.

Civil Rights and Nondiscrimination. Contractor shall comply with all federal and state civil rights and nondiscrimination laws, regulations, and executive orders to the extent they are applicable to this Agreement, including, but not limited to, and as amended, Titles VI and VII of the Civil Rights Act of 1964; Sections 503 and 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act (ADA); Executive Order 11246; the Health Insurance Portability and Accountability Act of 1996 (HIPAA); the Age Discrimination in Employment Act of 1967, the Age Discrimination Act of 1975, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and Chapter 49.60 of the Revised Code of Washington, Washington’s Law Against Discrimination. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated.

In the event of the Contractor’s noncompliance or refusal to comply with any applicable nondiscrimination laws, regulations, and executive orders, this Agreement may be rescinded, canceled, or terminated in whole or in part.

Nondiscrimination.

Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement.

Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

Certification Regarding Russian Government Contracts and/or Investments. Contractor shall abide by the requirements of Governor Jay Inslee’s Directive 22-03 and all subsequent amendments. The Contractor, by signature to this Contract, certifies that the Contractor is not presently an agency of the Russian government, an entity which is Russian-state owned to any extent, or an entity sanctioned by the United States government in response to Russia’s invasion of Ukraine. The Contractor also agrees to include the above certification in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor does not comply with this certification. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor does not comply with this certification during the term hereof.

Confidentiality.

The Contractor shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Contract for any purpose that is not directly connected with Contractor’s performance of the services contemplated hereunder, except:

as provided by law; or, in the case of Personal Information, with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information.

The Contractor shall protect and maintain all Confidential Information gained by reason of this Contract against unauthorized use, access, disclosure, modification or loss. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential Information by:

Allowing access only to staff that have an authorized business requirement to view the Confidential Information.

Physically Securing any computers, documents, or other media containing the Confidential Information.

Ensure the security of Confidential Information transmitted via fax (facsimile) by:

Verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons.

Communicating with the intended recipient before transmission to ensure that the fax will be received only by an authorized person.

Verifying after transmittal that the fax was received by the intended recipient.

When transporting six (6) or more records containing Confidential Information, outside a Secured Area, do one or more of the following as appropriate:

Use a Trusted System.

Encrypt the Confidential Information, including:

Encrypting email and/or email attachments which contain the Confidential Information.

Encrypting Confidential Information when it is stored on portable devices or media, including but not limited to laptop computers and flash memory devices.

Note: If the DSHS Data Security Requirements Exhibit is attached to this contract, this item, 6.b.(4), is superseded by the language contained in the Exhibit.

Send paper documents containing Confidential Information via a Trusted System.

Following the requirements of the DSHS Data Security Requirements Exhibit, if attached to this contract.

Upon request by DSHS, at the end of the Contract term, or when no longer needed, Confidential Information shall be returned to DSHS or Contractor shall certify in writing that they employed a DSHS approved method to destroy the information. Contractor may obtain information regarding approved destruction methods from the DSHS contact identified on the cover page of this Contract.

Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) must be destroyed on-site through shredding, pulping, or incineration.

Notification of Compromise or Potential Compromise. The compromise or potential compromise of Confidential Information must be reported to the DSHS Contact designated on the contract within one (1) business day of discovery. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS.

Debarment Certification. The Contractor, by signature to this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions (Debarred). The Contractor also agrees to include the above requirement in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor becomes Debarred. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor becomes Debarred during the term hereof.

E-Signature and Records. An electronic signature or electronic record of this Contract or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract or such other ancillary agreement for all purposes.

Governing Law and Venue. This Contract shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought hereunder shall be in Superior Court for Thurston County.

Independent Contractor. The parties intend that an independent contractor relationship will be created by this Contract. The Contractor and his or her employees or agents performing under this Contract are not employees or agents of the Department. The Contractor, his or her employees, or agents performing under this Contract will not hold himself/herself out as, nor claim to be, an officer or employee of the Department by reason hereof, nor will the Contractor, his or her employees, or agent make any claim of right, privilege or benefit that would accrue to such officer or employee.

Inspection. The Contractor shall, at no cost, provide DSHS and the Office of the State Auditor with reasonable access to Contractor’s place of business, Contractor’s records, and DSHS client records, wherever located. These inspection rights are intended to allow DSHS and the Office of the State Auditor to monitor, audit, and evaluate the Contractor’s performance and compliance with applicable laws, regulations, and these Contract terms. These inspection rights shall survive for six (6) years following this Contract’s termination or expiration.

Maintenance of Records. The Contractor shall maintain records relating to this Contract and the performance of the services described herein. The records include, but are not limited to, accounting procedures and practices, which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. All records and other material relevant to this Contract shall be retained for six (6) years after expiration or termination of this Contract.

Without agreeing that litigation or claims are legally authorized, if any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

Order of Precedence. In the event of any inconsistency or conflict between the General Terms and Conditions and the Special Terms and Conditions of this Contract or any Program Agreement, the inconsistency or conflict shall be resolved by giving precedence to these General Terms and Conditions. Terms or conditions that are more restrictive, specific, or particular than those contained in the General Terms and Conditions shall not be construed as being inconsistent or in conflict.

Severability. If any term or condition of this Contract is held invalid by any court, the remainder of the Contract remains valid and in full force and effect.

Survivability. The terms and conditions contained in this Contract or any Program Agreement which, by their sense and context, are intended to survive the expiration or termination of the particular agreement shall survive. Surviving terms include, but are not limited to: Billing Limitations; Confidentiality, Disputes; Indemnification and Hold Harmless, Inspection, Maintenance of Records, Notice of Overpayment, Ownership of Material, Termination for Default, Termination Procedure, and Treatment of Property.

Contract Renegotiation, Suspension, or Termination Due to Change in Funding.

If the funds DSHS relied upon to establish this Contract or Program Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding, after the effective date of this contract but prior to the normal completion of this Contract or Program Agreement:

At DSHS’s discretion, the Contract or Program Agreement may be renegotiated under the revised funding conditions.

At DSHS’s discretion, DSHS may give notice to Contractor to suspend performance when DSHS determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this contract.

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.

When DSHS determines that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to DSHS informing DSHS whether it can resume performance and, if so, the date of resumption. For purposes of this subsubsection, “written notice” may include email.

If the Contractor’s proposed resumption date is not acceptable to DSHS and an acceptable date cannot be negotiated, DSHS may terminate the contract by giving written notice to Contractor. The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination.

DSHS may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty shall accrue to DSHS in the event the termination option in this section is exercised.

Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a waiver of any subsequent breach or default. Any waiver shall not be construed to be a modification of the terms and conditions of this Contract. Only the CCLS Chief or designee has the authority to waive any term or condition of this Contract on behalf of DSHS.

Additional General Terms and Conditions – Professional Service Contracts:

Advance Payment. DSHS shall not make any payments in advance or anticipation of the delivery of services to be provided pursuant to this Contract.

Construction. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Contract.

Contractor Certification Regarding Ethics. The Contractor certifies that the Contractor is now, and shall remain, in compliance with Chapter 42.52 RCW, Ethics in Public Service, throughout the term of this Contract.

DES Filing Requirement. Under RCW 39.26, sole source contracts and amendments must be filed with the State of Washington Department of Enterprise Services (DES). If this Contract is one that must be filed, it shall not be effective nor shall work commence or payment be made until the fifteenth (15th) working day following the date of filing subject to DES approval. In the event DES fails to approve the Contract or any amendment hereto, the Contract or amendment shall be null and void.

Health and Safety. Contractor shall perform any and all of its obligations under this Contract in a manner that does not compromise the health and safety of any DSHS client with whom the Contractor has contact.

Indemnification and Hold Harmless.

The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

The Contractor’s duty to indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines shall include DSHS’ personnel-related costs, reasonable attorney’s fees, court costs, and all related expenses.

The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officials, agents, or employees.

Nothing in this term shall be construed as a modification or limitation on the Contractor’s obligation to procure insurance in accordance with this Contract or the scope of said insurance.

Industrial Insurance Coverage. The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, Agency may collect from the Contractor the full amount payable to the Industrial Insurance accident fund. The Agency may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the Agency under this contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the Contractor.

Publicity. The Contractor shall not name DSHS as a customer, nor use any information related to this Contract, in any format or media, in any Contractor’s advertising or publicity without prior written consent from DSHS.

Notice of Overpayment. If the Contractor receives a vendor overpayment notice or a letter communicating the existence of an overpayment from DSHS, the Contractor may protest the overpayment determination by requesting an adjudicative proceeding. The Contractor’s request for an adjudicative proceeding must:

Be received by the Office of Financial Recovery (OFR) at Post Office Box 9501, Olympia, Washington 98507-9501, within twenty-eight (28) calendar days of service of the notice;

Be sent by certified mail (return receipt) or other manner that proves OFR received the request;

Include a statement as to why the Contractor thinks the notice is incorrect; and Include a copy of the overpayment notice.

Timely and complete requests will be scheduled for a formal hearing by the Office of Administrative Hearings. The Contractor may be offered a pre-hearing or alternative dispute resolution conference in an attempt to resolve the overpayment dispute prior to the hearing.

Failure to provide OFR with a written request for a hearing within twenty-eight (28) days of service of a vendor overpayment notice or other overpayment letter will result in an overpayment debt against the Contractor. DSHS may charge the Contractor interest and any costs associated with the collection of this overpayment. DSHS may collect an overpayment debt through lien, foreclosure, seizure and sale of the Contractor’s real or personal property; order to withhold and deliver; or any other collection action available to DSHS to satisfy the overpayment debt.

Site Security. While providing services at a DSHS location, the Contractor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire, or other security regulations specific to the DSHS location.

Subcontracting. Except as otherwise provided in this Contract, the Contractor shall not Subcontract any of the contracted services without the prior written approval of DSHS. Contractor is responsible to ensure that all terms, conditions, assurances and certifications set forth in this Contract are included in any and all Subcontracts. Any failure of Contractor or its Subcontractors to perform the obligations of this Contract shall not discharge the Contractor from its obligations hereunder or diminish DSHS’ rights or remedies available under this Contract.

Subrecipients.

General. If the Contractor is a subrecipient of federal awards as defined by 2 CFR Part 200 and this Agreement, the Contractor shall:

Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Assistance Listing Numbers (ALN) title and number, award number and year, name of the federal agency, and name of the pass-through entity;

Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs;

Prepare appropriate financial statements, including a schedule of expenditures of federal awards;

Incorporate 2 CFR Part 200, Subpart F audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients;

Comply with the applicable requirements of 2 CFR Part 200, including any future amendments to 2 CFR Part 200, and any successor or replacement Office of Management and Budget (OMB) Circular or regulation; and Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to https://ojp.gov/about/offices/ocr.htm for additional information and access to the aforementioned Federal laws and regulations.)

Single Audit Act Compliance. If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall:

Submit to the DSHS contact person the data collection form and reporting package specified in 2 CFR Part 200, Subpart F, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor;

Follow-up and develop corrective action for all audit findings; in accordance with 2 CFR Part 200, Subpart F; prepare a “Summary Schedule of Prior Audit Findings” reporting the status of all audit findings included in the prior audit's schedule of findings and questioned costs.

Overpayments. If it is determined by DSHS, or during the course of a required audit, that the Contractor has been paid unallowable costs under this or any Program Agreement, DSHS may require the Contractor to reimburse DSHS in accordance with 2 CFR Part 200.

Termination for Convenience. DSHS may terminate this Contract in whole or in part when it is in the best interest of DSHS by giving the Contractor at least thirty (30) calendar days’ written notice.

Termination for Default. The CCLS Chief may immediately terminate this Contract for default, in whole or in part, by written notice to the Contractor if DSHS has a reasonable basis to believe that the Contractor has:

Failed to meet or maintain any requirement for contracting with DSHS;

Failed to protect the health or safety of any DSHS client;

Failed to perform under, or otherwise breached, any term or condition of this Contract; and/or Violated any applicable law or regulation.

If it is later determined that the Contractor was not in default, the termination shall be considered a termination for convenience.

Termination or Expiration Procedure. The following terms and conditions apply upon Contract termination or expiration:

The Contractor shall cease to perform any services required by this Contract as of the effective date of termination or expiration.

If the Contract is terminated, the Contractor shall comply with all instructions contained in the termination notice.

The Contractor shall immediately deliver to the DSHS contact named on page one of this Contract, or to his or her successor, all DSHS property in the Contractor’s possession. The Contractor grants DSHS the right to enter upon the Contractor’s premises for the sole purpose of recovering any DSHS property that the Contractor fails to return within ten (10) calendar days of the effective date of termination or expiration of this Contract. Upon failure to return DSHS property within ten (10) calendar days, the Contractor shall be charged with all reasonable costs of recovery, including transportation.

DSHS shall be liable only for payment required under the terms of this Contract for service rendered up to the effective date of termination or expiration.

DSHS may withhold a sum from the final payment to the Contractor that DSHS determines necessary to protect DSHS against loss or additional liability.

The rights and remedies provided to DSHS in this Section are in addition to any other rights and remedies provided at law, in equity, and/or under this Contract, including consequential and incidental damages.

Treatment of Property. All property purchased or furnished by DSHS for use by the Contractor during this Contract term shall remain with DSHS. Title to all property purchased or furnished by the Contractor for which the Contractor is entitled to reimbursement by DSHS under this Contract shall pass to and vest in DSHS. The Contractor shall protect, maintain, and insure all DSHS property in its possession against loss or damage and shall return DSHS property to DSHS upon Contract termination or expiration.

Taxes.

Where required by statute or regulation, Contractor shall pay for and maintain in current status all taxes that are necessary for Contract performance. DSHS will pay sales or use taxes, if any, imposed on the services and materials acquired hereunder. Contractor must pay all other taxes including without limitation Washington Business and Occupation Tax, other taxes based on Contractor’s income or gross receipts, or personal property taxes levied or assessed on Contractor’s personal property. DSHS, as an agency of Washington State government, is exempt from property tax.

Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract in accordance with the requirements of Title 82 RCW and Title 458 WAC. Out-of-state Contractors must contact the Department of Revenue to determine whether they meet criteria to register and establish an account with the Department of Revenue. Refer to WAC 458-20-101 (Tax registration and tax reporting) and call the Department of Revenue at 800-647-7706 for additional information. When out-of-state Contractors are not required to collect and remit sales tax, DSHS shall be responsible for paying use tax, if applicable, directly to the Department of Revenue.

All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for Contractor or Contractor’s staff shall be Contractor’s sole responsibility.

DSHS General Terms and Conditions

1. Definitions Specific to Special Terms. The words and phrases listed below, as used in this Contract, shall each have the following definitions:

0. “ESA” means the DSHS Economic Services Administration within DSHS.

“CPARS Consulting, Inc.” also known as “Contractor” means Critical Preparedness and Response Solutions Consulting.

“Emergency Repatriation” means temporary assistance to U.S. citizens and their dependents who have ben identified by the U.S. Department of State as having returned or been brought from a foreign county to the United States because of destitution, illness, war, threat of war, or a similar crisis, and because they are without resources immediately accessible to meet their needs.

“State Emergency Repatriation Coordinator” or “SERC” means Logan MacGregor, Logan.MacGregor@dshs.wa.gov, identified on page one (1) of this contract as the DSHS contact.

Purpose. The purpose of this Contract is to conduct four (4) Functional Exercises (FEs) associated with Emergency Repatriation Standard Operating Procedures (SOPs). CPARS is currently developing for DSHS as well as a concurrent FE for the DSHS Incident Management Team (IMT).

Statement of Work. The Contractor shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work.

The Contractor shall:

Plan, conduct, and evaluate a series of Functional Exercises (FEs) over the course of three (3) consecutive days, to occur prior to December 31, 2025, and shall include:

Day 1 – Activation Decision and Notification Functional Exercise: The State Emergency Repatriation Coordinator (SERC) will receive a simulated request for emergency repatriation activation from the Office of Human Services Emergency Preparedness and Response (OHSEPR), will demonstrate the decision-making process for accepting the request, and will conduct subsequent notifications and conference calls per the State Emergency Repatriation Plan (SERP) Activation and Notification SOP being developed by CPARS. This FE will take place virtually with stakeholders at their normal office locations and will last approximately 2 – 4 hours. A virtual hot wash debriefing will be facilitated with the notification partners at the end of the FE.

Day 2 – Emergency Repatriation Center (ERC)/Welcome Center Set-Up Functional Exercise: The DSHS Incident Management Team (IMT) will lead the physical set-up of an ERC at a venue near Seattle-Tacoma International Airport and King County International Airport. The IMT will be supported by representatives from all departments/agencies/organizations with assignments in the ERC/Welcome Center per the is physically set up per the SERP ERC/Welcome Center Set-up and Take-Down SOP being developed by CPARS. This FE will take place in-person and will last approximately 3 – 6 hours. A hot wash debriefing will be facilitated with the ERC set up partners at the end of the FE.

Day 3 AM – IMT Functional Exercise (including exploration of the SERP Port of Entry [POE]-to-ERC Transportation SOP being developed by CPARS) and concurrent Functional Exercise for the SERP SOP addressing accommodations for individuals with Disabilities and others with Access and Functional Needs (DAFN) also being developed by CPARS. A small Simulation Cell (SimCell) will provide inject messages to the IMT allowing it to test various aspects of its operations for an emergency repatriation event, including addressing transportation needs between the POE and ERC (transportation assets will not be physically mobilized to test the POE-to-ERC Transportation SOP). Concurrently, approximately twenty-four (24) actors will be recruited to role play repatriates with DAFN in need of ERC services. CPARS will seek to obtain the participation of individuals with real-world DAFN, but some characteristics may need to be simulated by actors. During the exercise, ERC staff will need to accommodate the needs of individuals with DAFN per the SOP. These concurrent FEs will take place in-person and will last approximately 3 – 4 hours.

PM – ERC Take-Down Functional Exercise. Following the two concurrent FEs referenced above, the demobilization and take-down of the ERC will then be tested in the afternoon. IMT members and supporting ERC agencies/organizations will demobilize, take-down, and clean-up the ERC per the ERC Set-Up/Take-Down SOP being developed by CPARS. This FE will take place in-person and will last approximately 2 – 3 hours. A hot wash debriefing will be facilitated at the end of Day 3 addressing all exercise activities that day.

Note: The physical location for Day 2 and 3 exercise activities will be the same location.

To accomplish the aforementioned exercise deliverables, the Contractor shall:

Provide staff skilled in exercise design (i.e., HSEEP) AND at least five (5) years of direct emergency repatriation planning and exercise experience to include the conduct of tabletop and full-scale exercises.

Emergency Repatriation FEs will be Homeland Security Exercise and Evaluation Program (HSEEP) compliant.

CPARS will establish one (1) Exercise Design Team (EDT) with representatives from all participating departments/organizations/jurisdictions. Only one set of formal EDT meetings, as proposed in the project plan, shall be conducted with the EDT addressing all Functional Exercise elements. Additional individual meetings with participating departments/partners thereof may be coordinated thereafter on a case-by-case basis at CPARS’ sole discretion.

Three HSEEP planning meetings (Initial, Mid-term, and Final) shall be conducted prior to FE delivery, and one After-Action Meeting (AAM) conducted following the delivery of the FEs. DSHS and CPARS shall determine the time for the HSEEP planning meetings and After-Action Meeting. The EDT meetings shall be held virtually.

CPARS will work DSHS to recruit volunteer Controllers/Evaluators and Simulators from partner agencies/organizations to complement CPARS’ professional exercise staff during the FEs once the number of Controllers/Evaluators/Evaluators, assignments, and prerequisite qualifications are known. The number of volunteer Controllers/Evaluators and Simulators will likely be between 5 – 10.

CPARS will work with DSHS and its partners (e.g., Coalition on Inclusive Emergency Planning) to recruit approximately twenty-four (24) actors with disabilities, access, and/of functional needs to role player repatriates in need of services at the ERC. CPARS will manage the training, control, and instructions for these actors during the “DAFN SOP” portion of the exercise series.

The results from all FE elements will be included in a single exercise series Summary Report/After-Action Report (AAR), which will address strengths and areas for improvement, and will contain a single Improvement Plan (IP) to be populated by the exercise participants during the After-Action Meeting (AAM).

Exercise Preparation Deliverables:

Conduct three (3) pre-exercise planning meetings with the exercise design team members according to established HSEEP standards.

Create meeting notes of deliverables, issue resolution, and planning activities for each meeting.

Contract with a facility pre-identified by DSHS as a potential ERC host site to serve as the location for Day 2 and Day 3 of the exercise series. The venue will be near Seattle-Tacoma International Airport and King County International Airport.

Identify, coordinate, and manage the recruitment and participation of approximately 24 volunteer actors with DAFN to role play repatriates in the DAFN SOP portion of the exercise.

With DSHS assistance, coordinate volunteer exercise Controllers/Evaluators and Simulators (approximately 5 – 10) to help manage and evaluate activities and provide exercise inject messages.

Sign-in sheets for all exercise events.

Initiating scenario (situation abroad) for context.

Initiating SERP Activation Request from OHSEPR for Activation/Decision-Making SOP FE Virtual Post-Exercise Participant Survey/Feedback Form for the Activation/Decision-Making SOP FE.

Player Handout for the exercise series.

Player Briefing for Days 2 and 3.

Facilitated Hot Wash Debriefings at the end of each exercise day (virtual for Day 1; in-person for Days 2 and 3).

Exercise Evaluation Guides (EEGs) for all FEs, as appropriate.

Pre-exercise virtual training for volunteer Controllers/Evaluators and Simulators.

Master Scenario Events List (MSEL) for IMT Functional Exercise.

Communications Directory for IMT Functional Exercise.

Actor Scripts/Injects for DAFN SOP Functional Exercise.

Post-Exercise Participant Survey/Feedback Form for Day 2 and 3 (both virtual and hard-copy options).

Exercise Conduct Deliverables:

CPARS shall manage the conduct of the Activation/Notification SOP FE on Day 1 (specific date TBD), including providing the introductory Activation Request, monitoring the decision-making and notification process, role-playing OHSEPR, and facilitating a post-exercise virtual hot wash.

CPARS shall manage the conduct of the ERC Set-Up SOP FE on Day 2 (specific date TBD), including providing the Player Briefing, managing the Controllers/Evaluators, and facilitating a post-exercise hot wash.

CPARS shall manage the conduct of the IMT FE, DAFN SOP FE, and ERC Take-Down SOP FE on Day 3 (specific date TBD), including providing the Player Briefing, managing the Controllers/Evaluators, managing the SimCell/Simulators, and facilitating a post-exercise hot wash.

Post-Exercise Deliverables:

CPARS shall collect observations and feedback during the exercises and from volunteer Controllers/Evaluators following the exercises.

CPARS shall develop a first draft Summary Report/After-Action Report (AAR) addressing all exercise elements for presentation at the After- Action Meeting (AAM).

Conduct AAM within approximately 60 days after the last day of the exercise series.

CPARS will provide the following for the AAM: agenda, presentation (PowerPoint), invitations, read-ahead materials (i.e., the draft Summary Report/AAR and agenda) CPARS shall populate the Improvement Plan (IP) within the AAR per the results of the AAM.

CPARS shall finalize the Summary Report/AAR/IP within approximately 90 days after the conclusion of the FEs (approximately 30 days following the AAM) and provide the Final Summary Report/AAR/IP in electronic format.

Consideration. Total consideration payable to Contractor for satisfactory performance of the work under this Contract is up to a maximum of $90,000, including any and all expenses, and shall be based on the following:

Billing and Payment.

Billing. The Contractor shall submit invoices that describes and documents a description of the work performed, activities accomplished, the progress of the project, and fees. Consideration for services rendered shall be payable upon receipt of properly completed invoices. The rates shall be in accordance with those set forth in Section 4, Consideration, of this Contract.

Submit a properly completed invoice, using a State Form as designated by DSHS, Submit an invoice document to:

Logan MacGregor, Program Manager DSHS, Economic Services Administration Logan.MacGregor@dshs.wa.gov

Payment. Payment shall be considered timely if made by DSHS within thirty (30) days after receipt and acceptance by the DSHS ESA contact, Logan MacGregor, of the properly completed invoices. DSHS may, at its sole discretion, withhold payment claimed by the Contractor for services rendered if Contractor fails to satisfactorily comply with any term or condition of this Contract. The payment structure for this project is as follows:

40% ($36,000.00) of the total is due upon completion of the 3 Exercise Design Team (EDT) Planning Meetings with terms of net 30 calendar days from the invoice date.

40% ($36,000.00) of the total is due upon completion of the 3 Days of Functional Exercise conducted with terms of net 30 calendar days from the invoice date.

20% ($18,000.00) of the total is due upon the delivery of the finalized Summary Report/After-Action Report with terms of net 30 calendar days from the invoice date.

Insurance The Contractor shall obtain and maintain for the duration of the Contract, at Contractor’s expense, the following insurance coverages, and comply with the following insurance requirements.

General Liability Insurance The Contractor shall maintain Commercial General Liability Insurance or Business Liability Insurance, no less comprehensive than coverage under Insurance Service Offices, Inc. (ISO) form CG 00-01, including coverage for bodily injury, property damage, and contractual liability. The amount of coverage shall be no less than $1,000,000 per occurrence and $2,000,000 General Aggregate. The policy shall include liability arising out of the parties’ performance under this Contract, including but not limited to premises, operations, independent contractors, products-completed operations, personal injury, advertising injury, and liability assumed under an insured contract. The State of Washington, Department of Social & Health Services (DSHS), its elected and appointed officials, agents, and employees of the state, shall be named as additional insureds.

In lieu of general liability insurance mentioned in Subsection a. above, if the Contractor is a sole proprietor with less than three contracts, the contractor may choose one of the following three general liability policies, but only if attached to a professional liability policy. If selected the policy shall be maintained for the life of the contract:

Supplemental Liability Insurance, including coverage for bodily injury and property damage that will cover the contractor wherever the service is performed with minimum limits of $2,000,000 per occurrence; and $4,000,000 General Aggregate. The State of Washington, DSHS, its elected and appointed officials, agents, and employees shall be named as additional insureds;

or Workplace Liability Insurance, including coverage for bodily injury and property damage that provides coverage wherever the service is performed with minimum limits of $2,000,000 per occurrence; and $4,000,000 General Aggregate. The State of Washington, DSHS, its elected and appointed officials, agents, and employees shall be named as additional insureds:

or Premises Liability Insurance if services are provided only at their recognized place of business, including coverage for bodily injury, property damage with minimum limits of $2,000,000 per occurrence; and $4,000,000 General Aggregate. The State of Washington, DSHS, its elected and appointed officials, agents, and employees shall be named as additional insureds.

Workers’ Compensation The Contractor shall comply with all applicable Workers’ Compensation, occupational disease, and occupational health and safety laws and regulations. The State of Washington and DSHS shall not be held responsible for claims filed for Workers’ Compensation under Title 51 RCW by the Contractor or its employees under such laws and regulations.

Employees and Volunteers Insurance required of the Contractor under the Contract shall include coverage for the acts and omissions of the Contractor’s employees and volunteers. In addition, the Contractor shall ensure that all employees and volunteers who use vehicles to transport clients or deliver services have personal automobile insurance and current driver’s licenses.

Subcontractors The Contractor shall ensure that all subcontractors have and maintain insurance with the same types and limits of coverage as required of the Contractor under the Contract. Failure of Subcontractors to comply with the insurance requirements in this Contract does not limit the Contractor’s liability or responsibility.

Separation of Insureds All insurance policies shall include coverage for cross liability and contain a “Separation of Insureds” provision.

Insurers The Contractor shall obtain insurance from insurance companies identified as an admitted…