22-185.00 Spokane Valley Partners: HHAA Homeless Outreach MEMORANDUM OF UNDERSTANDING BETWEEN
SPOKANE VALLEY PARTNERS AND THE CITY OF SPOKANE
VALLEY RELATING TO HOMELESS OUTREACH
THIS AGREEMENT is made by and between the City of Spokane Valley,a non-charter code City
of the State of Washington, hereinafter referred to as "City," and Spokane Valley Partners, hereinafter
referred to as"Partners,"jointly referred to as "Parties;" and
WHEREAS, the City provides funding and personnel for the provision of homeless outreach
(outreach program)withing the jurisdictional limits of the City; and
WHEREAS, Partners provides a wide variety of services in support of families and individuals in
need within the greater Spokane Valley community,including a food bank,a clothing bank,a diaper bank,
payee services,emergency assistance, and homeless outreach services; and
WHEREAS, the City and Partners have worked cooperatively to coordinate the activities of their
respective outreach programs to best take advantage of available funding in an effort to provide a higher
level of service and to maximize the effectiveness of the outcomes for those being served; and
WHEREAS, the Parties recognize the importance of continued cooperation in their respective
outreach programs,particularly with regard to communication and data sharing.
Now therefore, in consideration of the terms and conditions contained herein,the Parties agree as
follows:
1.Purpose of Agreement.The purpose of this Agreement is for the Parties to acknowledge the importance
of continued cooperation in the delivery of homeless outreach services within the City, and to generally
provide the parameters of how that will be achieved.
2. Administration. The City Manager or his designee shall administer the outreach program on behalf of
the City. The Chief Executive Officer of Partners shall administer the outreach program on behalf of
Partners.
3. Term of Contract.This Agreement shall be in full force and effect upon full execution and shall remain
in effect until terminated by one Party or by mutual agreement. Either Party may terminate this Agreement
by 60 days written notice to the other Party.
4. Contractual obligations.
A. Partners' obligations:
1. Provide one or more persons to deliver outreach services, whether through grant funding, other
third-party funding, or through use of internal funds, so long as economically feasible as
determined solely by Partners; and
2.Update the City by the 10th of each month as to the number of unsheltered individuals accessing
outreach services within the City; and
3. Maintain eligibility/access to the Community Management Information System (CMIS) so
housing referrals may be placed on behalf of unsheltered individuals; and
4. Maintain an up-to-date database of the relevant demographic and background information of
those individuals served by Partners' outreach program, including specific needs for each
individual to transition to permanent housing;and
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5. Work collaboratively with the City in other aspects of homeless outreach while striving to
respond to community concerns and provide services to those in need, which may include
providing mental health referrals,substance abuse referrals, and emergency survival needs.
B. City obligations:
1. Provide one or more Deputies to assist Partners' outreach personnel in delivering outreach
services, whether through grant funding, other third-party funding, or through use of internal
funds,so long as economically feasible as determined solely by the City;and
2. Assist Partners by analyzing and implementing potential technical solutions for collecting and
using data regarding those served; and
3. Participation and assistance by the City's Housing and Homeless Coordinator on an as-needed
basis.
C.Mutual obligations:
1. Collaborative planning for each entity's outreach programs for the upcoming year, with initial
discussions to occur no later than March 1 and conclude May 1 of each year so that the
recommendations may be timely included in the budget planning process for the next year; and
2. Collaborative planning on how to prioritize calls for service when they are received by either
Party; and
3. Regular attendance by key personnel at bi-weekly meetings between the respective outreach
teams that should include a focus on effective delivery of services, safety for outreach teams,
and ways to better collect,maintain, and utilize data to further the mutual goals of the Parties.
5. Compensation and Payment.There is no anticipated exchange of funds relating to this Agreement. In
the event an exchange of funds becomes necessary as a result of a subsequent amendment, the specific
terms shall be set forth for payment in the amendment.
6. Notice. Notice shall be given in writing as relating to termination, modification, change in address as
provided by either Party:
TO CITY: TO PARTNERS:
Name: City Clerk Name: Calvin Coblentz,CEO
Phone Number:.(509)720-5102 Phone Number: (509)927-1153
Address: 10210 East Sprague Avenue Address: PO Box 141360
Spokane Valley,WA 99206 Spokane Valley, WA 99214
7. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply
with all applicable federal, state, and local laws, ordinances,and regulations.
8. Relationship of the Parties. It is understood, agreed and declared that Partners, its employees, agents
and assigns shall be an independent contractor and not the agent or employee of City,that City is interested
in only the results to be achieved,and that the right to control the particular manner,method,and means in
which the services are performed is solely within the discretion of Partners. Any and all employees who
provide services to City under this Agreement shall be deemed employees solely of Partners,who shall be
solely responsible for the conduct and actions of all employees of Partners under this Agreement and any
liability that may attach thereto.
9. Indemnification and Hold Harmless.
City:
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Partners shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,
agents,and employees,from any and all claims,actions,suits,liability,loss,costs,attorney's fees,
costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising
out of the wrongful or negligent acts, errors, or omissions in the services provided by Partners,
Partners' agents, subcontractors, subconsultants, and employees to the fullest extent permitted by
law,subject only to the limitations provided below.
Partners' duty to defend, indemnify, and hold City harmless against liability for damages arising
out of such services caused by the concurrent negligence of(a)City or City's agents or employees,
and(b)Partners,Partners' agents,subcontractors, subconsultants and employees, shall apply only
to the extent of the negligence of Partners, Partners' agents, subcontractors, subconsultants, and
employees.
Partners'duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,
losses, and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees,
the reasonable value of any services rendered by the office of the City Attorney,outside consultant
costs,court costs,fees for collection,and all other claim-related expenses.
Partners specifically and expressly waives any immunity that may be granted it under the
Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall
not be limited in any way by any limitation on the amount or type of damages, compensation, or
benefits payable to or for any third party under workers'compensation acts,disability benefit acts,
or other employee benefits acts. Provided,that Partners' waiver of immunity under this provision
extends only to claims against Partners by City, and does not include, or extend to, any claims by
Partners' employees directly against Partners.
Partners:
City shall, at its sole expense, defend, indemnify, and hold harmless Partners and its officers,
agents,and employees,from any and all claims,actions,suits,liability,loss,costs,attorney's fees,
costs of litigation,expenses, injuries, and damages of any nature whatsoever relating to or arising
out of the wrongful or negligent acts,errors, or omissions in the services provided by City,City's
agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,
subject only to the limitations provided below.
City's duty to defend, indemnify, and hold Partners harmless against liability for damages arising
out of such services caused by the concurrent negligence of(a) Partners or Partners' agents or
employees,and(b)City's,City's agents,subcontractors,subconsultants and employees,shall apply
only to the extent of the negligence of City, City's agents, subcontractors, subconsultants, and
employees.
City's duty to defend, indemnify, and hold Partners harmless shall include, as to all claims,
demands, losses, and liability to which it applies, Partners' personnel-related costs, reasonable
attorneys'fees,outside consultant costs,court costs,fees for collection,and all other claim-related
expenses.
City specifically and expressly waives any immunity that may be granted it under the Washington
State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be
limited in any way by any limitation on the amount or type of damages,compensation,or benefits
payable to or for any third party under workers'compensation acts,disability benefit acts,or other
employee benefits acts. Provided,that City's waiver of immunity under this provision extends only
to claims against City by Partners, and does not include, or extend to, any claims by City's
employees directly against the City.
The Parties agree that this indemnification provision was mutually negotiated.
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10. Records.The City or State Auditor or any of their representatives shall have full access to and the right
to examine during normal business hours all of Partners' records with respect to all matters covered in this
Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts
from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters
covered by this Agreement for a period of three years from the date final payment is made hereunder.
11. Waiver.No officer,employee,agent or other individual acting on behalf of either Party has the power,
right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance
shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded
in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other
remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of
this Agreement or to require at any time performance by the other Party of any provision hereof shall in no
way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any
part thereof.
12. Assignment and Delegation. Neither Party shall assign, transfer or delegate any nor all of the
responsibilities of this Agreement or the benefits received hereunder without first obtaining the written
consent of the other Party.
13. Subcontracts. Except as otherwise provided herein, Partners shall not enter into subcontracts for any
of the work contemplated under this Agreement without obtaining prior written approval of City.
14. Confidentiality. Partners may, from time-to-time,receive information which is deemed by the City to
be confidential. Partners shall not disclose such information without the prior express written consent of
the City or upon order of a Court of competent jurisdiction.
15. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes
between the City and Partners shall be resolved in the Superior Court of the State of Washington in Spokane
County. Notwithstanding the foregoing, Partners agrees that it may, at the City's request, be joined as a
party in any arbitration proceeding between the City and any third party that includes a claim or claims that
arise out of, or that are related to Partners' services under this Agreement. Partners further agrees that the
Arbitrator(s)decision therein shall be final and binding on Partners and that judgment may be entered upon
it in any court having jurisdiction thereof.
16. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this
Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees).
17. Entire Agreement.This written Agreement constitutes the entire and complete agreement between the
Parties and supersedes any prior oral or written agreements,specifically including Spokane Valley contracts
numbered 21-199 and 21-199.01. This Agreement may not be changed, modified or altered except in
writing signed by the Parties hereto.
18. Anti-kickback.No officer or employee of City,having the power or duty to perform an official act or
action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited,
accepted or granted a present or future gift, favor, service or other thing of value from any person with an
interest in this Agreement.
19. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid
for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other
section, sentence, clause or phrase of this Agreement.
20. Exhibits.There are no exhibits for this Agreement.
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The Parties have executed this Agreement this Z 8 r" day of oG Toed. ,2022.
CITY OF SPOKANE VALLEY Spokane Valley Partners:
��- Oda.
J Hohman,CityMana Manager By: Co. IC 006 C��z
C6.
Its: Authorized Representative
APPROVED AS TO FORM:
f e of the City Attorney
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