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23-140.00 Volunteers of America23-140.00 CITY OF SPOKANE VALLEY CAPITAL PROJECT GRANT AGREEMENT Grant Recipient: Volunteers of America of Eastern Washington and Northern Idaho Project: Award Amount: Tenn Period: Crosswalk 2.0 Teen Shelter Project $500,000 Project#: Number Contract#: 23-140.00 Effective Date To December 31, 2030 THIS AGREEMENT is a grant agreement entered into between Volunteers of America of Eastern Washington and Northern Idaho, a Washington nonprofit corporation (the "Grant Recipient") and the City of Spokane Valley, a municipal corporation of the State of Washington (the "City") (collectively the "Parties") for the purpose of providing an emergency shelter serving runaway and homeless youth as described herein. RECITALS A. The City's draft Homelessness Action Plan dated May 30, 2023, notes that homelessness is one of the most challenging social issues facing the City. The action plan to prevent and reduce homelessness in the community sets forth three primary objectives: preventing homelessness from occurring where possible, reducing current levels of homelessness, and improving the quality of life of residents, including those experiencing homelessness. City homelessness programs align with a fundamental purpose of the City to provide aid to the poor and infirm and to provide affordable housing within the community. B. Pursuant to RCW 35.21.6851, the City is authorized to assist in the development or preservation of publicly or privately owned housing for persons of low income by providing loans or grants of general municipal funds to the owners or developers of the housing, to finance all or a portion of the cost of construction, reconstruction, acquisition, or rehabilitation of housing that will be occupied by a person or family with income that does not exceed 80% percent of the area median income. C. Established in 1985 and operating continuously since then, Grant Recipient's Crosswalk teen shelter is one of two licensed emergency shelters serving runaway and homeless youth in Eastern Washington. Crosswalk provides emergency shelter for youth and supports youth with services of professional case managers, teachers, health care workers, and chemical dependency counselors, connecting youth to stabilizing and supportive services with the goal of ending homelessness. D. Crosswalk programming and services include family reconciliation services, clothing, showers and personal hygiene products, three meals a day, employment -readiness program and job -placement assistance, computer lab, independent living training including life- 1 of 34 23-140.00 skills, medical advocacy, GED tutoring with onsite testing, college preparation, behavioral health counseling, recreational activities, donor -funded college scholarship opportunities, transportation and access to Grant Recipient's transitional housing program. E. In 2022, Grant Recipient provided 29,341 youth with gateway services, reunited 44% with family and successfully housed 61 % of shelter participants. F. Grant Recipient has purchased land two blocks from Spokane Community College to build Crosswalk 2.0, an expanded service model that includes the original Crosswalk shelter and wrap around services on the first floor and "college dorms" for youth aged 16-20 who are engaged in Spokane Community College's career readiness degree programs and running start programs. By building Crosswalk 2.0 next door to Spokane Community College and creating career pathways, youth can complete and move into livable wage jobs, consistent with a prevention strategy to avoid adult homelessness. G. As detailed in the Scope of Work, the Project serves a fundamental governmental purpose, is a City purpose for which the City is receiving consideration in the form of community benefits, and is a City purpose in support of the poor or infirm, as provided in the State constitution. NOW THEREFORE, in consideration of the promises, covenants, and other provisions set forth in this Agreement, the Parties agree as follows: GRANT AWARD TERMS AND CONDITIONS DEFINITIONS 1.1 Pro' ect. The term "Project" means the design, development and construction of the Crosswalk 2.0, the Facility described in Exhibit A. Grant Award Funds available pursuant to this Agreement may only be used for the Project. To complete the Project, Grant Recipient shall use the Grant Award Funds to design, develop, and construct the Facility, consistent with the requirements set forth in this Agreement and in the following attached exhibits, which are incorporated herein by reference: ❑ Map of Facility and Location Attached as Exhibit A ❑ Scope of Work Attached as Exhibit B ❑ Project Budget Attached as Exhibit C ❑ Timeline, Milestones, & Performance Metrics Attached as Exhibit D E ❑ Insurance Requirements Attached as Exhibit E ❑ Restrictive Covenant Agreement Attached as Exhibit F 2 of 34 23-140.00 Prevailing Wage Certification Attached as Exhibit G 1.2 Map of Facility and Location. This Agreement applies to the Project to design, develop and construct the facility ("Facility") which is located at: 3024 Mission Ave, Spokane, WA 99202 See Exhibit A for a depiction of the Facility and a map of specific Facility location and boundaries. 1.3 Administrator. The City Manager or designee shall administer and be the primary contact for Grant Recipient throughout the term of this Agreement. 1.4 Scope of Work. Grant Recipient shall provide a scope of work ("Scope of Work"), attached hereto as Exhibit B, which describes the Project purpose and community benefits in detail and includes a description of the various design, development, permitting, and construction milestones required for completion of the Project and intended use of the Grant Award Funds. Grant Recipient shall apply the funds received from the City for the Project under this Agreement in accordance with the Scope of Work, attached hereto as Exhibit B. 1.5 Project Budget. Grant Recipient shall work with the City to develop a final Project Budget, to be attached hereto as Exhibit C. 2. EFFECTIVE DATE The Agreement shall be effective upon signature by both Parties ("Effective Date") TERM The term ("Term") of this Agreement shall begin on the Effective Date and end on December 31, 2030. This Agreement shall remain in effect until such time as it is amended in writing or terminated as provided herein. 4. AMENDMENTS This Agreement together with the attached exhibits is the whole Agreement between the Parties. This Agreement may be amended only in writing, duly executed by the Parties. NOTICES Unless otherwise specified in the Agreement, all notices or documentation required or provided pursuant to this Agreement shall be in electronic form and shall be deemed duly given when received at the addresses below via electronic mail. THE CITY OF SPOKANE VALLEY Volunteers of America of Eastern Washin on and Northern Idaho City Clerk Fawn Schott, /President/CEO ---� j 10210 East Spragye Avenue 525 West Second Ave Spokane Valley, WA 99206 Spokane, WA 99201-4301 509) 720-5000 1 509-624-2379 3 of 34 23-140.00 I mpatterson@spokanevalleywa.gov I «Afschott@voaspokane.org Either Party may, at any time, by giving ten (10) days written notice to the other Party to designate any other notice address. 6. DISBURSEMENT OF GRANT FUNDS 6.1 The City may authorize, at the City's sole discretion, reimbursement of Project - related costs incurred on or after May 16, 2023 (the date the City Council approved the Award Amount). 6.2 The City Finance Department will provide instructions outlining the process for submitting electronic reimbursement requests within 14 days of execution of this Agreement. The City shall initiate authorization for payment and disbursement of Grant Award Funds after approval of sufficiently detailed Project -related invoices, proof of payment, and related documentation submitted by Grant Recipient to the City Finance Department ataccountspayable@spokanevalleywa.gov. The City will reimburse amounts determined by the City Manager or designee to be for the purposes of this Agreement. The City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the purposes of this Agreement, City standards, City Code, and federal or state law. The City shall make payment to Grant Recipient not more than thirty (30) days after a complete and accurate invoice and any other required documentation is received and approved. 6.3 Grant Recipient shall submit the final invoice, supporting documentation and any outstanding deliverables, as specified in the Scope of Work (Exhibit B) and Project Budget (Exhibit C), within thirty (30) days of the date this Agreement expires or is terminated. If the Grant Recipient's final invoice, supporting documentation and reports are not submitted by that day, the City will be relieved of all liability for payment to Grant Recipient of that invoice or any subsequent invoice. GRANT REPORTING All Grant Award Funds received pursuant to this Agreement must be accounted for separately from all other Grant Recipient accounts and moneys. Until the Project is completed, and all proceeds provided pursuant to this Agreement have been expended, the Grant Recipient shall provide reports to the City Manager or designee on a schedule determined by the City. 8. COMPLETION OF THE PROJECT Grant Recipient shall complete the Project described in Section 1.1 and Exhibits A, B and C of this Agreement. If Grant Recipient cannot complete the Project as described, the City shall be released from any obligation to fund the Project, and the City in its sole discretion may reallocate such funds for other projects. Pursuant to Section 19, Termination, this Agreement will be terminated if the Grant Recipient is unable or unwilling to expend the Grant Award Funds for the Project as provided in this Agreement. The Grant Recipient may not redirect Grant Award Funds for 4 of 34 23-140.00 a purpose other than completion of the Project as described in the Scope of Work in at Exhibit B. COMMUNICATION AND THE CITY OF SPOKANE VALLEY MILESTONE NOTIFICATION Grant Recipient shall recognize City as a "funder" for the Project in the following manner: 9.1 Events: Grant Recipient shall invite and recognize "The City of Spokane Valley" at all events promoting the Project, and at the final Facility dedication. 9.2 Community Relations: Grant Recipient shall recognize "The City of Spokane Valley" and the City as a "fonder" in all social media, websites, brochures, banners, posters, press releases, and other promotional material related to the Project. 9.3 The City of Spokane Valley Notification: Grant Recipient shall notify the City Manager or designee 30 days prior to any major milestone, such as a groundbreaking or opening dates for the Facility. 9.4 Si rg_iage: Grant Recipient shall recognize "The City of Spokane Valley" on any signage as "funder" of the Project/Facility. Grant Recipient is required obtain approval from the City Manager or designee to use the City logo on any signage and communications. If approved, the appropriate City logo will be provided by the City. 10. DISPOSITION OF REMAINING GRANT AWARD FUNDS Any Grant Award proceeds in excess of those required to be provided by the City for the actual costs of the Project shall remain with the City for use in its sole discretion. 11. PUBLIC ACCESS: PUBLIC PURPOSES The Grant Award is provided to Grant Recipient for the Project for the purpose of providing a licensed emergency shelter serving runaway and homeless youth. Therefore, Grant Recipient and any successor in interest agree to maintain the Facility for this public use as set forth in Restrictive Covenant Agreement set forth at Exhibit F. The Facility shall be open and accessible to the public at reasonable hours and times. Grant Recipient shall notify the public of the availability of use by posting and updating that information on its website and by maintaining at entrances and/or other locations openly visible signs with such information. Fees for use of the Facility shall be no greater than those generally charged by public operators of similar facilities in the City. The Grant Award will not be used to pay costs of any facility, place or building to be used primarily for sectarian instruction or study or as a place for devotional activities or religious worship. If the Grant Award is used to pay costs of a mixed -use facility that is used in part for sectarian instruction or study or as a place for devotional activities or religious worship, the Grant Award shall be applied to, and shall not exceed, the portion of the costs that can be allocated to other activities, such as community center activities. These restrictions apply to all grantees, not just faith -based organizations. If the Grant Award is used to pay costs of a mixed -use facility that includes both community or public uses and private commercial uses, the Grant Award shall be applied to, and shall not exceed, the portion of 5of34 23-140.00 the costs that can be allocated to community and other public uses, such as emergency shelter activities. Notwithstanding temporary closure for required maintenance or repairs, the minimum period of time Grant Recipient must ensure the Project is available for its public purpose is for twenty (20) years from Facility completion. If the Facility is retired or otherwise removed from use before the end of the 20-year period, then in addition to pursuing any remedies under the executed and recorded Restrictive Covenant Agreement attached hereto as Exhibit F, the City may require the Grant Recipient to reimburse the City for the Grant Award Funds plus 12% interest from the date of the Grant Award calculated based on the City's cost of funds. This right of recoupment is in addition to all other remedies available under law and equity. Grant Recipient's duties and City's remedies under this Section 11, and the Restrictive Covenant will survive the expiration or earlier termination of this Agreement. 12. COVENANTS Within 30 days of occupancy after completion of construction of the Facility, Grant Recipient shall record the executed Restrictive Covenant Agreement, substantially in the form attached hereto as Exhibit F. 13. CONSTRUCTION OF THE FACILITY 13.1 Capital Improvements. Grant Recipient shall design the Facility, features, and amenities in accordance with all applicable design(s), timelines, restrictions, environmental considerations, permitting determinations, neighborhood impact mitigations, and all other legal requirements. All contracted work by Grant Recipient, its agents, representatives, or subcontractors, shall be bonded and properly insured to ensure the complete and safe design and construction of all facilities, features, and amenities. As between Grant Recipient and the City, Grant Recipient will be solely responsible to comply with all applicable authorities and to obtain all necessary permits, approvals, and endorsements for the Project. 13.2 Warranties. With respect to all warranties, express or implied, for work performed or materials supplied in connection with the Project, Grant Recipient shall: Obtain all warranties, express or implied, that would be given in normal commercial practice from suppliers, manufacturers, contractors or installers; Require all warranties be executed, in writing; Be responsible to enforce any warranty of a contractor, subcontractor, manufacturer, or supplier. If, within an applicable warranty period, any part of the Facility or work performed to construct the Facility is found not to conform to specifications, permit requirements, or industry standard, Grant Recipient shall correct it promptly. 13.3 Right to Inspect Construction. City personnel or agents may inspect the Project work at any time provided that 6 of 34 23-140.00 such persons observe due regard for workplace safety and security. Grant Recipient specifically understands, acknowledges, and agrees that at a minimum, the City may inspect the Facility construction project before final completion of the Facility. 13.4 Design. Grant Recipient has retained a licensed architect and/or licensed professional engineer, registered in the State of Washington, who will prepare a Project design for the Facility and exterior landscaping, which visually blends with the setting. 13.5 Development and Construction Fees and Expenses. Grant Recipient will be responsible to obtain and pay for all necessary permits, fees, and expenses associated with the Project. 13.6 Public Works Laws, The City is providing funds reimburse eligible costs up to a fixed Grant Award amount. Grant Recipient (and not the City) is responsible for design, development and construction of the Project and for all construction costs and risks, including all construction cost overruns. In no event shall the City be responsible for any costs associated with the construction of the Project. As owner of the property, Grant Recipient bears all ownership risks and responsibilities. The Grant Recipient certifies that all contractors and subcontractors performing work on the Project shall be paid prevailing wages in compliance with state Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by the Grant Award, and shall complete and submit Exhibit G. The grant is made to finance all or a portion of the cost of construction, reconstruction, acquisition, or rehabilitation of housing that will be occupied by a person or family of low income (income that does not exceed eighty percent of the median area income) and therefore is not considered a public work, provided that, pursuant to RCW 35.21.685, whenever feasible the Grant Recipient shall make every reasonable and practicable effort to utilize a competitive public bidding process. Grant Recipient will indemnify and defend the City should it be sued or made the subject of an administrative investigation or hearing for a violation of such laws, regulations, and ordinances in connection with the improvements. 13.7 Minimum Scope and Limits of Insurance. Grant Recipient shall maintain, and/or require its Contractor(s) to maintain the minimum scope and limits of insurance as required in Exhibit E — Insurance Requirements. 14. INTERNAL CONTROL AND ACCOUNTING SYSTEM Grant Recipient shall establish and maintain a system of accounting and internal controls sufficient to comply, and demonstrate compliance, with all financial, reporting, record keeping and other requirements under this Agreement. 15. MAINTENANCE OF RECORDS 7of34 23-140.00 15.1 Grant Recipient shall maintain accounts and records, including personnel, property, financial, Project records, and Agreement deliverables, to ensure proper accounting for all Grant Award Funds and compliance with this Agreement 15.2 These records shall be maintained for six (6) years after the expiration or earlier termination of this Agreement. 16. RIGHT TO INSPECT The City reserves the right to review and approve the performance of Grant Recipient with regard to this Agreement, and, at its sole discretion, to inspect or audit the Grant Recipient's records regarding this Agreement and the Project upon seventy-two (72) hours' notice during normal business hours. 17. COMPLIANCE WITH ALL LAWS AND REGULATIONS Grant Recipient shall comply with all applicable laws, ordinances and regulations in using funds provided by the City and in completing the Project and providing programming at the Project, including, without limitation, those relating to providing programming on a nondiscriminatory basis, providing a safe working environment to employees and, specifically, the requirements of the Washington Industrial Safety and Health Act (WISHA). The Grant Recipient specifically agrees to comply and pay all costs associated with achieving such compliance without notice from the City; and further agrees that the City does not waive this Section by giving notice of demand for compliance in any instance. The Grant Recipient shall indemnify and defend the City should it be sued or made the subject of an administrative investigation or hearing for a violation of such laws related to this Agreement. 18. CORRECTIVE ACTION 18.1 If the City determines that a breach of contract has occurred or does not approve of the Grant Recipient's performance, it will give the Grant Recipient written notification of unacceptable performance. Grant Recipient will then take corrective action within a reasonable period of time, as may be defined by the City in its sole discretion in its written notification to Grant Recipient. 18.2 The City may withhold any payment owed Grant Recipient until the City is satisfied that corrective action has been taken or completed. 19. TERMINATION 19.1 If the termination results from acts or omissions of Grant Recipient, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, Grant Recipient shall return to the City immediately any funds, misappropriated or unexpended, which have been paid to Grant Recipient by the City. 19.2 Any City obligations under this Agreement beyond the current appropriation biennium are conditioned upon the City Council's appropriation of sufficient funds to support such obligations. If the Council does not approve such appropriation, then this Agreement will terminate automatically at the close of the current budget period. 19.3 The Agreement will be terminated if the Grant Recipient is unable or unwilling to expend the Grant Award Funds as specified in Section 1 and Exhibits B and C, or upon 8of34 23-140.00 20 21 22 23 reimbursement by the Grant Recipient to the City of all unexpended proceeds provided by the City pursuant to this Agreement and payment of all amounts due pursuant to Section 6. FUTURE SUPPORT-, UTILITIES AND SERVICE The City makes no commitment to support the Project or Facility contracted for herein and assumes no obligation for future support of the Project or Facility contracted for herein except as expressly set forth in this Agreement. Grant Recipient understands, acknowledges, and agrees that the City shall not be liable to pay for or to provide any utilities or services in connection with the Project or Facility contemplated herein. HOLD HARMLESS AND INDEMNIFICATION Grant Recipient 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 Grant Recipient, its agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Grant Recipient and the City, its officers, officials, employees, and volunteers, Grant Recipient's liability, including the duty and cost to defend, hereunder shall be only to the extent of Grant Recipient's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Grant Recipient's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Grant Recipient's duties and City's remedies under this Section 21 will survive the expiration or earlier termination of this Agreement. Grant Recipient shall include in the two paragraphs above in any contracts with Contractor(s) for the Project, indemnifying and holding harmless the City, substituting references to Grant Recipient with references to Contractor(s). NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except minimum age and retirement provisions, unless based upon a bona fide occupational qualification. CONFLICT OF INTEREST Grant Recipient shall take appropriate steps to ensure that neither the Grant Recipient nor any Grant Recipient staff is placed in a position where, in the reasonable opinion of the City, there is or may be an actual conflict, or a potential conflict, between the pecuniary or 9 of 34 23-140.00 personal interests of the Grant Recipient and the duties owed to the City under the provisions of the Agreement. Grant Recipient will notify the City without delay giving full particulars of any such conflict of interest which may arise. 24. POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. 25. PROJECT MAINTENANCE; EQUIPMENT PURCHASE, MAINTENANCE, AND OWNERSHIP A. As between the City and Grant Recipient, Grant Recipient shall be responsible to operate and maintain the completed Facility at its own sole expense and risk. Grant Recipient shall maintain the completed Facility in good working condition consistent with applicable standards and guidelines. Grant Recipient understands, acknowledges, and agrees that the City is not responsible to operate or to maintain the Facility in any way. B. Grant Recipient shall be responsible for all property purchased pursuant to this Agreement, including the proper care and maintenance of any equipment. C. Grant Recipient shall establish and maintain inventory records and transaction documents (purchase requisitions, packing slips, invoices, receipts) of equipment and materials purchased with Grant Award Funds. Grant Recipient's duties under this Section shall survive the expiration of this Agreement and remain in effect for the period set forth in Section 15. 26. ASSIGNMENT Grant Recipient shall not assign any portion of rights and obligations under this Agreement or transfer or assign any claim arising pursuant to this Agreement without the written consent of the City. Grant Recipient must seek such consent in writing not less than fifteen (15) days prior to the date of any proposed assignment. 27. WAIVER OF BREACH OR DEFAULT Waiver of breach of any provision in this Agreement shall not be deemed to be a waiver of any subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless stated to be such through written approval by the City, which shall be attached to the original Agreement. Waiver of any default shall not be deemed to be a waiver of any subsequent defaults. 28. TAXES Grant Recipient agrees to pay on a current basis all taxes or assessments levied on its activities and property, including, without limitation, any leasehold excise tax due under RCW Chapter 82.29A; PROVIDED, however, that nothing contained herein will modify the right of the Grant Recipient to contest any such tax, and Grant Recipient shall not be deemed to be in default as long as it will, in good faith, be contesting the validity or amount of any such taxes. 29. WASHINGTON LAW CONTROLLING,• WHERE ACTIONS BROUGHT 10 of 34 23-140.00 This Agreement is entered into in Spokane County, Washington. Disputes between City and Grant Recipient shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Grant Recipient agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Grant Recipient's services or other actions under this Agreement. Grant Recipient further agrees that the Arbitrator(s)' decision therein shall be final and binding on Grant Recipient and that judgment may be entered upon it in any court having jurisdiction thereof. 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). 30. PUBLIC DOCUMENT This Agreement will be considered a public document and will be available for inspection and copying by the public. 31. LEGAL RELATIONS Nothing contained herein will make, or be deemed to make, City and Grant Recipient a partner of one another, and this Agreement will not be construed as creating a partnership or joint venture. Nothing in this Agreement will create, or be deemed to create, any right, duty or obligation in any person or entity not a party to it. It is understood and agreed that Grant Recipient 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, scope, and means in which the services are performed is solely within the sole and absolute discretion of Grant Recipient. Any and all Grant Recipient employees who provide services to City under this Agreement shall be deemed employees solely of Grant Recipient. Grant Recipient shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 32. PERMITS AND LICENSES Grant Recipient shall complete the Project in accordance with all applicable laws and regulatory requirements including environmental considerations, permitting determinations, and other legal requirements. All activities shall be performed by Grant Recipient at its sole expense and liability. Grant Recipient shall, at its sole cost and expense, apply for, obtain and comply with all necessary permits, licenses and approvals required for the Project. 33. INTERPRETATION OF CITY RULES AND REGULATIONS If there is any question regarding the interpretation of any City rule or regulation, the City decision will govern and will be binding upon the Grant Recipient. 34. PUBLIC RECORDS. The Parties agree that all records of Grant Recipient prepared pursuant to this Agreement, and which are owned, used, or retained by the City, are public records under the Public Records Act (chapter 42.56 RCW) and may be subject to disclosure unless a statutory exemption applies. The City agrees not to intentionally waive any statutory exemptions from disclosure available for such records under the Public Records Act. The City shall, if possible, notify Grant Recipient before any disclosure, and provide Grant Recipient an opportunity to intervene through judicial process to resist 11 of 34 23-140.00 release of such records. The City agrees not to object to Grant Recipient intervention in any judicial proceeding in which Grant Recipient resists release of the records. The City shall have no duty to resist release of any public records created pursuant to this Agreement, except to provide notice to Grant Recipient of the request for and disclosure of such records as previously described. All annual reports and other related documents identified in this Agreement prepared by Grant Recipient pursuant to this Agreement and provided to the City are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Grant Recipient pursuant to this Agreement and provided to the City shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared pursuant to this Agreement for the City, provided that Grant Recipient shall have no liability for the use of Grant Recipient's work product outside of the scope of its intended purpose. Grant Recipient may, from time -to -time, receive information which is deemed by City to be confidential. Grant Recipient shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 35. BUSINESS REGISTRATION Grant Recipient shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 36. ENTIRE AGREEMENT This Agreement, including its attachments, constitutes the entire Agreement between the City and Grant Recipient. It supersedes all other agreements and understandings between them, whether written, oral or otherwise. By signing below, the signatories certify that they are authorized to contract and bind the respective parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last date written. The City of Spokane Valley By Title C i r-Y Date & -1lv-z 3 12 of 34 Volunteers of America of Eastern Washin ton and Northern Idaho Title Pves i D� Date 001 I o 1'L3 23-140.00 Exhibit A- Man of Facility and Location Facility location: 3024 Mission Ave, Spokane, WA 99202. The site is located approximately 1.5 miles from the City and is a short, accessible bus ride from the City. 13 of 34 Y z 3' J" N } Q�r Z Z ~ U U � U N Z z 0 U`�� 3U� W w ZQZQ OW Y = O ~v) I r•..rr� I «�warw ms �+M angvl!W/�p,M neyao� VM '3 NV)iOdS IS N3AVH N 6£bi NIVMSSOH:) VOA HAM o g R R R R= R e OOOYtltl 5 e {f �et?n 3d¢§ei"36i13$e? IS 3NS13 N i 0 ram\ 1 W i 9f a i ti r;�r j 1 �\ V �� , r 1 1 ( J i r ol�l 5 � a ■■ 8 3 3 4 i� t i r t �i 3/ i l i l io C u ' 23-140.00 Exhibit B- Scope of Work 1. INTRODUCTION Established in 1985 and operating continuously since then, Grant Recipient's Crosswalk teen shelter is one of two licensed emergency shelters serving runaway and homeless youth in Eastern Washington. Crosswalk provides emergency shelter for youth and supports youth with services of professional case managers, teachers, health care workers, and chemical dependency counselors, connecting youth to stabilizing and supportive services with the goal of ending homelessness. in 2021, 10% of youth served (9 young people) had City zip codes and in 2022, 12% (or 16 young people) did. II. OBJECTIVES By building Crosswalk 2.0 next door to Spokane Community College and creating career pathways, youth can complete and move into livable wage jobs, consistent with a prevention strategy to avoid adult homelessness. III. PROJECT DESCRIPTION Grant Recipient has purchased land two blocks from Spokane Community College to build Crosswalk 2.0, an expanded service model that includes the original Crosswalk shelter and wrap around services on the first floor and "college dorms" for youth aged 16-20 who are engaged in Spokane Community College's career readiness degree programs and running start programs. Grant funds shall be used to support building an emergency shelter location where young people experiencing homelessness from the Spokane Valley can have a safe place to receive support. This grant represents approximately 3% of the overall project budget and will continue to serve 12% or more of Spokane Valley youth. IV. CONSIDERATION/PUBLIC BENEFIT Support City residents in need by providing emergency shelter to youth who cannot afford them. Crosswalk programming and services to include family reconciliation services, clothing, showers and personal hygiene products, three meals a day, employment -readiness program and job -placement assistance, computer lab, independent living training including life -skills, medical advocacy, GED tutoring with onsite testing, college preparation, behavioral health counseling, recreational activities, donor -funded college scholarship opportunities, transportation and access to Grant Recipient's transitional housing program. 15of34 23-140.00 Exhibit C- Proiect Budget 16 of 34 OlnlandGroup 23-140.00 ESCRIPWN QUANTITY UNIT UNIT PRICE TOTAL SUBTOTALS DIVISION I- GENERAL REQUIREMENTS 14 MO 57,750 808,500 808,500 DIVISION 2- SITE CONSTRUCTION GENERAL: Surveying 47,999 SF 0.38 18,240 Temporary Fence 875 LF 8.82 7,718 Site Si na e - NONE INCLUDED 1 LS 0.00 0 Erosion/Dust Control 47,999 SF 0.25 12,000 Street Cleaning 14 MO 835.00 11,690 Traffic Control 1 LS 1 18,000 18,000 Monument Signs 1 EA 5,000 5,000 ITEWORK: Demolition & Abatement - NONE INCLUDED 1 LS 0.00 0 Hazardous Materials - NONE INCLUDED 1 LS 0.00 0 Offsite Improvements - NONE INCLUDED 1 LS 1 0.00 0 Earthwork and Utilities 47,999 SF 17.82 855,342 Unsuitable Soil Export Contingency 370 CY 25.00 9,250 Structural Fill Import Contingency 370 CY 25.00 9,250 Joint Trenching (Misc.) 1 LS 38,800 38,800 HARD AND SOFT-SCAPE Site Concrete 47,999 SF SITE 1.90 91,198 Asphalt Paving 14,903 SF 2,28 33,979 Pavement Markings 1 LS 10,500.00 10,500 Asphalt Patching 1 LS 5,000 5,000 Landscape/Irrigation 47,999 SF SITE 1.87 89,758 Retaining Walls - NONE INCLUDED 1 LS 0 0 Site Fencing 116 LF 55 6,380 Site Labor (All Contract Labor) 6,720 MH 35 235,200 1,457,304 DIVISION 3- CONCRETE Rebar 1 LS 10,000 10,000 Vapor Barrier 1 LS 4,250 4,250 Structural Concrete - Footings/Walls 21,631 SFBP 9.37 202,682 Structural Concrete - SOG 21,631 SFBP 1.90 41,099 Structural Concrete - Concrete Supply 21,631 SFBP 4.20 90,850 Structural Concrete - Concrete Pumping 1 LS 18,000.00 18,000 Gyperete with Acoustimat Throughout 36,000 SF 4.39 158,112 524,994 17 of 34 elfflandGroup 23-140.00 DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL SUBTOTALS DIVISION 4- MASONRY CMU Trash Enclosure 1 LS 22,792.00 22,792 Brick Veneer 9,297 SF 29.30 272,439 295,231 DIVISION 5- METALS Bolts and Fasteners 45,060 GSF 0.20 9,012 Simpson and Holdown Hardware 45,060 GSF 1.04 46,862 Structural Steel 45,060 GSF 6.90 310,914 Miscellaneous Steel 45,060 GSF 1.09 49,115 415,904 DIVISION 6- WOOD AND PLASTICS Framing Labor 45,060 SF WF 12.00 540,720 Rough Lumber Materials [including 2x joist] 45,060 SF WF 7.12 320,827 Trusses 21,933 SF ROOF 5.00 109,665 Tool Rental 14 MO 1,500.00 21,000 Tool Purchase 14 MO 2,000.00 28,000 Forklift 14 MO 3,250.00 45,500 Craning (Mobile) 1 LS 15,000.00 15,000 Cabinets - Units & Common 20 UNITS 5,778.30 115,566 Countertops - units & common 20 UNITS 4,197.00 83,940 1,280,218 DIVISION 7-THERMAL AND MOISTURE PROTECTION Waterproofing (Elevator Pit & Masonry) 1 LS 22,000.00 22,000 Building Insulation 45,060 GSF 2.20 99,321 Siding: Nichiha 17,915 SF 44.00 788,260 Gutters/Downspouts 1 LS 0.00 0 Membrane Roof Inc. Back of Parapet 15,502 SF 15.12 234,390 Standing Seam Metal Roof 6,966 SF 30.00 208,980 Misc. Flashing 1 LS 11,000.00 11,000 lCaulking & Fire stopping 45,060 GSF 0.09 4,055 1,368,007 18 of 34 OInland Group 23-140.00 DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL SUBTOTALS DIVISION 8- DOORS AND WINDOWS Doors, Hardware, and Trim 45,060 GSF 6.57 295,909 Aluminum Storefront incl. Doors and Frames 45,060 GSF 4.26 192,068 Access Doors 1 LS 10,775.00 10,775 Vinyl Windows 45,060 GSF 1.52 68,491 Trash Coiling Door & Kitchen Service Door 1 LS 16,000.00 16,000 Accordion Door 1 LS 27,000.00 27,000 Glass Railing 552 SF 100.00 55,200 Mirrors 20 UNITS 285.25 5,705 Misc. Glazing / rated glass / glass repairs 1 LS 1 7,500.00 7,500 678,648 DIVISION 9- FINISHES Gypsum Wallboard 45,060 GSF 12.67 570,713 Flooring 45,060 GSF 13.11 590,737 Painting 45,060 GSF 1 4.70 211,818 ACT Ceilings 1 LS 12,401.40 12,401 Wall Paneling 1 LS - - Final Clean 45,060 SF 0.57 25,684 Dumping 14 MO 4,000.00 56,000 1,467,353 DIVISION 10- SPECIALTIES Mailboxes 20 UNITS 204.00 4,080 Interior Signage 1 LS 5,500.00 5,500 Building Logo 2 EA 23,573.00 47,146 Knox Box 3 EA 700.00 2,100 Fire Extinguishers 12 EA 257.00 3,084 Lockers 90 LF 345.00 31,050 Fireplace 1 LS 10,000.00 10,000 Bike Racks 20 EA 200.00 4,000 106,960 DIVISION 11- EQUIPMENT Unit Appliances 20 EA 1 0.00 0 Common Area Kitchens 2.0 EA 4,131.00 8,262 Commercial Kitchen 1 LS 48,726.80 48,727 Commercial Kitchen Hood 1 LS 23,356.90 23,357 80,346 19 of 34 OInland Group 23-140.00 DESCRIPTION QUANTITY UNIT UNIT PRICE- TOTAL SUBTOTALS DIVISION 12- FURNISHINGS Blinds 20 UNITS 499.10 9,982 Wire Shelving 20 UNITS 219.56 4,391 Window Tinting 1 LS 0.00 0 14,373 DIVISION 14- CONVEYING SYSTEMS Elevator 3 STOPS 39,528.00 118,584 Trash Compactor 1 LS 37,882.00 37,882 156,466 DIVISION 15- MECHANICAL Fire Sprinklers 45,060 GSF 2.89 130,314 Plumbing & Passive Radon System 45,060 GSF 15.63 704,288 Shower Repair 1 LS 5,000.00 5,000 HVAC- Common and Units 45,060 GSF 18.09 815,135 1,654,737 DIVISION 16- ELECTRICAL Electrical 45,060 GSF 15.50 698,430 Fire Alarm/Security/Access Control/CCTV 45,060 GSF 3.41 153,655 Temp Power 14 MO 3,000.00 42,000 894,085 20 of 34 �O9 23-140.00 ESM"VN QUAWITY UNIT UNIT PRICE TOTAL SUBTOTALS SUBTOTAL DIVISION 1-16 11,203,126 11,203,126 Warranty Reserve 25,000 Contingency 0 General Liability, Auto, Pollution Insurance 1.30% 145,641 GC Overhead and Profit 6.00% 682,426 WA State B&O Tax 0.00471% 56,785 Builders Risk Insurance 0.40% 48,452 GC Payment and Performance Bond 0.00% 0 WA State Sales Tax - By Owner &70% By Owner SUBTOTAL DIVISION 17 1958,303 TOTAL $12,161,4291 12,161,429 21 of 34 23-140.00 Exhibit D- Timeline, Milestones & Performance Metrics I. PERFORMANCE INDICATORS The following information will be provided on a quarterly basis by the l5th day following each quarter through the expiration of this agreement. - Total number of youth served at Facility Average age Demographic information Number of youth with City zipcode served at Facility Percent transitioned to housing/connected to housing resources Supportive services provided, information on participation and outcomes II. PROJECT PERIOD Execution date through December 31, 2030, III. KEY MILESTONES AND DELIVERABLES Milestones: All funding closed: Fall 2023 Ground breaking: TBD Substantial completion: TBD Move Crosswalk to Facility: Fall 2024 Project Completion: December 2024 Deliverables: The following deliverables will be provided as outlined in Section 6. Project budget and expenses report during construction: By 151h day of following month or as Grant Recipient submits for reimbursement. Construction progress report: Quarterly by 15`h day of following month Third party auditor cost certification (completion report): December 31, 2024 22 of 34 23-140.00 Exhibit E- Insurance Requirements Grant Recipient shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Grant Recipient, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Grant Recipient's required insurance shall be of the types and coverages as stated below: i. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. ii. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Grant Recipient's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 2026. iii. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. iv. Professional liability insurance appropriate to Grant Recipient's profession. B. Minimum Amounts of Insurance. Grant Recipient shall maintain the following insurance limits: i. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. ii. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. iii. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. C. Other Insurance Provisions. Grant Recipient's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: i. Grant Recipient's insurance coverage shall be primary insurance with respect to 23 of 34 23-140.00 the City. Any insurance, self-insurance, or self -insured pool coverage maintained by City shall be in excess of Grant Recipient's insurance and shall not contribute with it. ii. Grant Recipient shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. iii. If Grant Recipient maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Grant Recipient, irrespective of whether such limits maintained by Grant Recipient are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Grant Recipient. iv. Failure on the part of Grant Recipient to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Grant Recipient to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Grant Recipient from the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANH. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Grant Recipient shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 24 of 34 23-140.00 Exhibit F- Restrictive Covenant Aereement When Recorded Return to: City Clerk The City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, 99206 THE CITY OF SPOKANE VALLEY RESTRICTIVE COVENANT AGREEMENT GRANTOR: Volunteers of America of Eastern Washington and Northern Idaho GRANTEE: The City of Spokane Valley, a municipal corporation of the State of Washington ABBREVIATED LEGAL DESCRIPTION: [Fill in] ASSESSOR'S TAX PARCEL NO.: [Fill in] 25 of 34 23-140.00 THE CITY OF SPOKANE VALLEY RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement (the "Covenant Agreement") is effective as of the day of , 202_, and is made and executed by Volunteers of America of Eastern Washington and Northern Idaho (the "Grant Recipient"), and by and in favor of the City of Spokane Valley (the "City"), a municipal corporation of the State of Washington (the "City"). In this Covenant Agreement, Volunteers of America of Eastern Washington and Northern Idaho and the City may also be referred to collectively as the "Parties" and individually as "Party." RECITALS A. Grant Recipient is the owner of real property located in the City of Spokane Valley, State of Washington, legally described in Exhibit A, attached hereto and made part hereof (the "Property"). B. Pursuant to an agreement, between the City and Grant Recipient, dated , Grant Recipient has constructed a licensed emergency shelter (the "Facility") on the Property for the purpose of providing shelter and support services for runaway and homeless youth. A map of the Property and Facility is attached to and made part of this Covenant Agreement as Exhibit B. C. The purpose of this instrument is to place on record those certain Restrictive Covenants (as defined below) which, pursuant to the City's funding of the Project in the amount of $500,000 to construct the Facility on said Property (the "Grant Award"), requires that the Facility be restricted to uses in accordance with the funds used to construct said Facility. The Property was acquired by deed recorded under recording No. [cite recorded deed for purchase], between [prior owner's name] and Volunteers of America of Eastern Washington and Northern Idaho COVENANT AGREEMENT NOW, THEREFORE, in consideration of the mutual promises herein, Grant Recipient and the City agree, covenant and declare that the Facility is subject to the following restrictive covenants, which covenants shall run with the land and burden the Facility for the sole benefit of the City. All the terms and provisions hereof shall be construed to effectuate the purposes set forth in this Covenant Agreement and to sustain the validity hereof. Covenant. Grant Recipient and the City agree and declare that the covenants and conditions contained herein touch and concern the land and shall bind and the benefits shall inure to, respectively, Grant Recipient and its successors and assigns and all subsequent owners of the Facility, and to the City and its successors and assigns and all subsequent owners of the City's benefited property interests, subject to modification thereof as specifically provided below. Each and every contract, deed or other instrument hereafter executed conveying any portion or interest in the Facility, shall contain an express provision making such conveyance subject to the covenants and conditions of this Covenant Agreement, provided 26 of 34 23-140.00 however, that any such contract, deed or other instrument shall conclusively be held to have been executed, delivered and accepted subject to such covenants and conditions, regardless of whether or not such covenants and conditions are set forth or incorporated by reference in such contract, deed or other instrument. 2. Term. Grant Recipient covenants and declares on behalf of itself and all heirs, assigns, and successors in interests into whose ownership the Facility might pass that the Facility will be preserved and maintained in accordance with the restrictions and obligations described in this Covenant Agreement for at least twenty (20) years. It is the intent of the Grant Recipient that such covenants shall supersede any prior interests Grant Recipient has in the Property and Facility and shall run with the land for the benefit of the City, and be binding on any and all persons who acquire any portion of, or interest in, the Property or Facility. Grant Recipient and the City agree that the City shall have standing to enforce these covenants. 3. Public Purpose. Grant Recipient acknowledges that the Facility was constructed on the Property for public purposes with funding from the City, and Grant Recipient covenants that the Facility will be used for the emergency youth shelter that constitutes the public purpose of the Grant Award, and that the Facility shall not be converted to a different status or use for a period of twenty (20) years unless a full reimbursement of the City award amount is made to the City. 4. Public Access. Grant Recipient covenants that it and any successor in interest will maintain the Facility for the emergency youth shelter that constitutes the public purpose of the Grant Award. The Facility shall be open and accessible to the public at reasonable hours and times. Grant Recipient shall notify the public of the availability of use by posting and updating that information on its website and by maintaining at entrances and/or other locations openly visible signs with such information. Fees for use of the Facility shall be no greater than those generally charged by public operators of similar facilities in the City. Parties Bound. This Covenant Agreement shall benefit and be enforceable only by City and Grant Recipient and their successors or assigns and shall not be enforceable by any third parties. 6. Remedies. The City, its successors, designees or assigns shall have the following remedies against Grant Recipient, its successors, designees or assigns for violation of this Covenant Agreement: a. Default. If Grant Recipient fails to observe or perform any of the terms, conditions, obligations, restrictions, covenants, representations or warranties of this Covenant Agreement, and if such noncompliance is not corrected as provided herein, then such noncompliance shall be considered an event of default. b. Notice of Default. Before the City pursues a remedy against Grant Recipient for breach of this Covenant Agreement, the City shall provide written notice specifying the default to Grant Recipient. Grant Recipient shall thereafter have a thirty (30) 27 of 34 23-140.00 day period to cure such default (or if such default is not capable of cure within thirty (30) days, such additional period as is reasonably necessary for Grant Recipient to complete such cure, provided that Grant Recipient commences cure within such thirty (30) day period and thereafter diligently pursues it to completion). c. City's Remedies. The City shall have available all remedies under law and equity. 7. No Waiver. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the same or obtain relief against or recover for the continuation or repetition of such breach or violation or any other breach or violation thereof at any later time or times. 8. Miscellaneous Provisions. 8.1 AgEeement to Record. Grant Recipient shall cause this Covenant Agreement to be recorded in the real property records of Spokane County, Washington. Grant Recipient shall pay all fees and charges incurred in connection with such recording and shall provide the City with a copy of the recorded document. 8.2 Time of the Essence. Time is of the essence of this Covenant Agreement and of every provision thereof. 8.3 Notices. Notices, certificates, reports, or other communications shall be deemed delivered on the third day following the date on which the same have been mailed by certified or registered mail, postage pre -paid, return receipt requested, or on the date on which the same have been personally delivered with proof of receipt, at the addresses specified below, or at such other addresses as may be specified in writing by the parties listed below: If to the City of Spokane Valley: City Clerk City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 If to Volunteers of America of Eastern Washington and Northern Idaho: Volunteers of America of Eastern Washington and Northern Idaho 525 West Second Ave Spokane, WA 99201-4301 8.4 Severability. If any provision of this Covenant Agreement shall be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 8.5 Amendments. This Covenant Agreement shall be amended only by a written instrument executed by the Parties hereto or their respective successors in title, and 28 of 34 23-140.00 duly recorded in the real property records of Spokane County, Washington 8.6 Governing Law, Venue, Attorneys' Fees. This Covenant Agreement is entered into in Spokane County, Washington. Disputes between City and Grant Recipient shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Grant Recipient agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Grant Recipient's services or other actions under this Agreement. Grant Recipient further agrees that the Arbitrator(s)' decision therein shall be final and binding on Grant Recipient and that judgment may be entered upon it in any court having jurisdiction thereof. 8.7 Reliance. The City and Grant Recipient hereby recognize and agree that the representations and covenants set forth herein may be relied upon by each other. 8.8 No Conflict with Other Documents. Grant Recipient and the City warrant that they have not executed and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that in any event the requirements of this Covenant Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith. 8.9 Sale or Transfer of the Facility. Grant Recipient agrees to notify the City at least thirty (30) days' prior to any sale or other transfer of Grant Recipient's ownership interest in the Facility. 8.10 Captions. The titles and headings of the sections of this Covenant Agreement have been inserted for convenience of reference only and are not to be considered a part hereof. They shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this document or any provision thereof or in ascertaining intent, if any question of intent shall arise. 8.11 No Third Party Beneficiaries. This agreement is made and entered into for the sole protection and benefit of the Parties hereto and their successors and assigns. No other person shall have any right of action based on any provision of this Covenant Agreement. IN WITNESS WHEREOF, Volunteers of America of Eastern Washington and Northern Idaho and the City have executed this Covenant Agreement on the date set forth above. GRANT RECIPIENT: Volunteers of America of Eastern Washington and Northern Idaho By: Its: 29 of 34 23-140.00 City, a municipal corporation of the State of Washington By: _ Name: Its: [Notary Block on following page] 30 of 34 23-140.00 STATE OF WASHINGTON ) ss. County of Spokane ) On this _ day of 2023 before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the of , the corporation that executed the foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of the corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the instrument. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. NOTARY PUBLIC, in and for the State of Washington, residing at My commission expires: Printed Name STATE OF WASHINGTON ) ) ss. County of Spokane ) On this - day of 2023 before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the of , the corporation that executed the foregoing instrument, and acknowledged the instrument to be the free and voluntary act and deed of the corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the instrument. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. NOTARY PUBLIC, in and for the State of Washington, residing at My commission expires: Printed Name 31 of 34 23-140.00 RESTRICTIVE COVENANT AGREEMENT EXHIBIT A LEGAL DESCRIPTION 32 of 34 23-140.00 RESTRICTIVE COVENANT AGREEMENT EXHIBIT B PROPERTY AND FACILITY MAP 33 of 34 23-140.00 EXHIBIT G PREVAILING WAGE CERTIFICATION The GRANT RECIPIENT, by its signature, certifies that all contractors and subcontractors performing work on the Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as applicable to the Project funded by this Agreement, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The GRANT RECIPIENT shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for the City of Spokane Valley's review upon request. The following information is provided pursuant to RCW 39.12.030: A. State of Washington prevailing wage rates applicable to this public works project, published by L&I, are located at the L&I website address: https:Hlnl.wa.gov/licensing-permits/public-works-projects/prevailing-wage-rates/ B. This Project is located in Spokane County. C. The effective prevailing wage date is the same date as the bid due date as referenced in the original request for bids and as may be revised by addenda. For any funds are used by the GRANT RECIPIENT for the purpose of construction, applicable State Prevailing Wages must be paid. The GRANT RECIPIENT, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANT RECIPIENT's governing body as of the date and year written below. 41N� OG�1✓11 DATE: D (1 O� Z 3 34 of 34 VOLUOFA-02 KBLAN CERTIFICATE OF LIABILITY INSURANCE DATE (MMI023 A E(MMI023 DDNYYY) 8/10/2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTA ME:CT Laurie Stewart NA Hub International Northwest LLC PHONE FAX PO Box 3144 (A/C, No, Ext): (509) 462-7864 (A/C, No)_ Spokane, WA99220 AD RESs;_laurie.stewart@hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Nonprofits' Insurance Alliance of California, Inc 01184 INSURED INSURER B ; Alliance of Nonprofits for Insurance, Risk Retention Group (ANI) 10023 Volunteers of America of Eastern WA & Northern ID INSURER C : 525 W.Second Avenue INSURERD: Spokane, WA 99201 - -_ INSURER E INSURER F : r`nVFDArFC /`CDTIFI!`ATF 111,11 IUM=D• DCVICInN NIIIIARCD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR MSD POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -_. CLAIMS -MADE X OCCUR X 202370692 7/30/2023 7/30/2024 DAMMAGET ERoccurrence) $ 500,000 20,000 _ MED_EXP (Any one person) , $. 1,000,000 PERSONAL & ADV INJURY $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ X POLICY JE 0. LOC PRODUCTS -COMP/OP AG $ 3,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT accident) _$__-_ 1,000,000 X ANY AUTO 202370692 7/30/2023 7/30/2024 BODILY INJURY (Per person) $ - OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accidentT $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY pAMAGE (Per accident) $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAR CLAIMS -MADE 202370692UMB 7/30/2023 7/30/2024 AGGREGATE $ _ DED X RETENTION $ 0 Agg & Personal $ 5,000,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PER OTH- _ _. STATUTE ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE - NIA E.L.EACH ACCIDENT $. - - OFFICER/MEMBER EXCLUDED? (Mandatory in NH) -- E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liabili 202370692 7/30/2023 7/30/2024 Aggregate 3,000,000 A Abuse/Molestation 202370692 7/30/2023 7/30/2024 Abuse/Molest Liab 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Fidelity Bond issed through Travelers Casualty & Surety Company of America Policy #105810603 effective 6l1/2022 to 6/1/2025. Employee Dishonesty Limit $2,000,000 The City of Spokane Valley its agents, officers, and employees are Additional Insureds but only with respect to the Company's services to be provided under services agreements with the City of Spokane. CFRTIFICATF I-ini I'1FR CAli I ATIAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valle ty P y City Clerk THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave AUTHORIZED REPRESENTATIVE vOOP / Sr Spokane Valley, WA 99206 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ALLIANCE OF ❑ NONPROFITS FOR INSURANCE A Head for Insurance. A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — PRIMARY AND NON-CONTRIBUTORY - FOR DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "damages" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations. The insurance extended by this endorsement is primary coverage when you have so agreed in a written contract or agreement and will be considered non-contributory with the additional insured(s) own insurance. ANI RRG-E02 01 17 Page 1 of 1 VOLUOFA-02 GKUMAR ACORla' CERTIFICATE OF LIABILITY INSURANCE DATE8/11/202, /1l22 �• THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.' CERTIFICATE 4�- DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOR_— REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hub International Northwest LLC PHONE FAX PO Box 3144 (A/C, No, Ext): (509 ) 747-3121 _ (AIC, No):(509) 623-1073 Spokane, WA 99220 ADORES.: nowspkinfo@hubinternationaLcoin I INSURERS) AFFORDING COVERAGE NAIC # _ INSURER A! Nonprofits' Insurance Alliance of California, Inc 01184 INSURED INSURER 8 , Alliance of Nonprofits for Insurance, Risk Retention Group (AN]) 10023 Volunteers of America of Eastern WA & Northern ID 525 W. Second Avenue Spokane, WA 99201 INSURER C INSURER D : INSURER F : CAVCDAI_CC PCOTICrr`ATC ►u reeMCO. nean�rnar w ueoere. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. --- INSRI ADDL SUBR�-- - _-_' TR TYPE OF INSURANCE INSp WVD I POLICY NUMBER POLICY EFF j POLICY EXP (MMIDOlYYYYI fMMIQ_DR'YYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE. 1,000,000 _ CLAIMS -MADE X OCCUR X 2024-70692 7/30/2024 7/30/2025 D'' AGETOr NTED MISE$ _e8E,Ea eccurrenco) 500,000 MEED_EXP(Any,oneperson _ 20,000 PERSONAL& ADV INJURY $ 1,000,000 GENERAL AGGREGATE S 3,000,000 WL AGGREGATE LIMIT APPLIES PER: X POLICYC PEO LOC 3,000,000 PRODUCTS-COMP/OPAGG S A AUTOMOBILE LIABILITY ',, COMBINED SINGLE LIMB I I $ 1,000,000 X_ ANY AUTO 2024-70692 7/30/2024 7/30/2025 1 BODILY INJURY Per rson S OWNED SCHEDULED _ AUTOS ONLYPAUTOS BODILY INJURY (Per acc dent S X HIRED NON-OyyNED AUTOS ONLY AUTOS ONLY GE PW X B UMBRELLA LIAB X OCCUR !, BEACH OCCURRENCE 5,000,000 S EXCESS LIAB CLAIMS -MADE 2024-70692-UMB 7/30/2024 7/30/2025 AGGREGATE 5,000,000 _ DED X RETENTIONS 0 i WORKERS COMPENSATION AND EMPLOYERS' I I PER ( OTH- II LIABILITY Y f N $ ANY PROPRIETOR/PARTNER/EXECUTIVE -i OFFICERR.IEMBER EXCLUDED? ��MIA EJ.. EACH ACCIDENT E.L DISEASE- EA EMPLOY S IMandatorycin NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT S A Professional Liabili 2024-70692 7/30/2024 7/30/2025 Aggregate 3,000,000 A Abuse/Molestation '2024-70692 7/30/2024 i 713012025 Abuse/Molest Llab 1,000,000 DESCRIPTION OF OPERATIONS; LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Fidelity Bond issed through Travelers Casualty & Surety Company of America Policy #105810603 effective 6/1/2022 to 6/112025. Employee Dishonesty Limit $2,000,000 A.M. Best Rating SEE ATTACHED ACORD 101 City of Spokane Valley City Clerk 10210 E Sprague Ave Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: VOLUOFA-02 LOC #: 1 AC" ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Hub International Northwest LLC Volunteers of America of Eastern WA & Northern ID ;525 W. Second Avenue POLICY NUMBER _ Spokane, WA 99201 EE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 _ SEE P 1 EFFECTIVE DATE: SEE PAGE 1 _ _ ADDITIONAL REMARKS .__ THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: Nonprofits Insurance Alliance of California A (Excellent) VIII Alliance of Nonprofits for Insurance, Risk Retention Group A (Excellent) VIII GKUMAR Page 1 c The City of Spokane Valley its agents, officers, and employees are Additional Insureds but only with respect to the Company's services to be provided under services agreements with the City of Spokane. ACORD 101 (2008/01) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ALLIANCE OF NMI NONPROFITS FOR INSURANCE A Head for Insurance. A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — PRIMARY AND NON-CONTRIBUTORY - FOR DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "damages" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations. The insurance extended by this endorsement is primary coverage when you have so agreed in a written contract or agreement and will be considered non-contributory with the additional insured(s) own insurance. ANI RRG-E02 01 17 Page 1 of 1