24-052.00SpokaneValleyPartnersHomelessOutreachServices 24-052.00
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,also known
as Partners Inland Northwest,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 through June 30,2024("Initial Term"),unless terminated earlier as provided herein.The Initial
Term may be extended through the end of calendar year 2024 upon written agreement of the Parties.If the
Initial Term is extended through the end of 2024,the Parties may extend the Agreement through calendar
year 2025 if both parties so agree in writing. Either Party may terminate this Agreement before the
expiration of the Initial Term,or any extension thereof,by providing 60 days written notice to the other
Party.
4. Contractual obligations.
A. Partners' obligations:
I. Provide one or more persons to deliver outreach services.Outreach workers will spend 35 hours
per week in the field,with remaining time used to complete administrative tasks as needed.
2. Maintain eligibility/access to the Community Management Information System (CMIS)so
housing referrals may be placed on behalf of unsheltered individuals;and
a.Cross-check 90%of all contacts with CMIS database to determine if the client is already in the
system
b. Enter into CMIS 90% of those contacts who are not already in the CMIS system
c.At least 15 contacts per month will receive a Coordinated Entry enrollment, and associated
housing referrals as appropriate.
Page I of 8
24-052.00
3. 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
a.Use database to participate in and inform local and regional I-Iomeless Outreach case
conferencing efforts
b. Initiate and manage local case conferencing in partnership with other area providers
4.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.
5. Make at least 30 non-duplicated contacts per month
6. Provide at least 3 emergency,transitional,or permanent housing interventions per month.
7.Maintain consistent communications regarding availability and follow-up to agreed upon tasks.
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 I 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. City agrees to reimburse Partners out-of-pocket costs incurred and
expensed in an amount not to exceed$93,322,
Partners shall submit monthly requests for reimbursement of actual allowable costs incurred and expended
in performance of this agreement and in accordance with the Scope of Work which includes an agreed upon
budget identified in Exhibit A attached hereto. Requests for reimbursement shall be submitted with a
summary/cover sheet,a detailed description of the services,goods,or other costs incurred and expended,
as well as copies of the invoices and receipts and proof of payment for which Partners is reque sting
reimbursement. For any payroll related reimbursement requests,a description of the work performed for
the hours being requested must be submitted,along with any tirnesheets or similar payroll documents.
Additionally,Partners shall provide the City with(a)all invoices/requests for reimbursement it submitted
to Spokane County requesting payment for services it provided to Spokane County during January 2024;
and(b)documents verifying the amounts received by Partners from Spokane County for services provided
in January, 2024.
Unless the Initial Term is extended,qualified expenditures shall be incurred between January 1,2024,and
June 30,2024,and paid by Partners no later than July 30,2024. If the Initial Term is extended through the
end of 2 024,then the qualified expenditures must be incurred during the 2024 calendar year and paid before
the end of January 2025. The request,cover sheet,proof of expenses and payment shall be forwarded to the
Accounting and Finance Program Manager at the below stated address or submitted electronically to
accountspayable@spokanevalleywa.gov. Instructions shall be provided to Partners within 15 days of the
execution of this agreement.
Page 2of8
24-052.00
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:
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-minted 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
Page 3of8
24-052.00
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 o f immunityun der 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.
10.Insurance. Consultant 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 Consultant,its agents,representatives,employees,or subcontractors.
A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and
coverages described below:
1. 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
0001.
2.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 Consultant'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 20 26.
3. Workers' compensation coverage as required by the industrial insurance laws of the
State of Washington.
B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits:
1.Automobile liability insurance with a minimum combined single limit for bodily injury
and property damage of$1,000,000 per accident.
2. Commercial general liability insurance shall be written with limits no less than
$2,000,000 each occurrence, and$2,000,000 general aggregate.
C.Other Insurance Provisions. The Consultant's policies arc to contain,or be endorsed to contain,
the following provisions for automobile liability and commercial general liability insurance:
Page 4of8
24-052.00
1. Consultant's insurance coverage shall be primary insurance with respect to the City.
Any insurance,self-insurance,or self-insured pool coverage maintained by City shall be
in excess of Consultant's insurance and shall not contribute with it.
2.Consultant 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.
3.If Consultant 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 Consultant, irrespective of whether such limits maintained by
Consultant 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
Consultant.
4.Failure on the part of Consultant 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 Consultant 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 Consultant 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 A:V11.
E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,
Consultant 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.
11.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 t is
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.
12.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.
13. 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. If Partners changes its legal name to"Partners Inland Northwest"or any other
name,the terms of this Agreement shall remain in full force and effect,and shall automatically apply to he
newly-named entity without prior action or approval of the City or Partners.
14.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.
Page 5of8
24-052.00
15.Confidentiality.Partners may,from time-to-time,receive infonnation which is deemed by the City to
be confidential. Partners shall not disclose such infonnation without the prior express written consent of
the City or upon order of a Court of competent jurisdiction.
16.Jurisdiction and Venue.This Agreement is entered into in Spokane County,Washington. Disputes
between the City and Partners shall be resolved in the SuperiorCourt 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.
17. Cost and Attorney's Fees.The prevailing party in any litigation or arbitration arising out of this
Agreement shall be cntitledto its attorney's fees and costs of such litigation(inc hiding expert witness fees).
18.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.
19.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.
20.Severability.If any section,sentence,clause or phrase of this Agreement should beheld 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.
21.Exhibits. Exhibit A: Budget
Exhibit B:Insurance certificates
The Parties have executed this Agreement this day of 1 Z /Mt/ ,2024.
CITY OF SPOKANE VALLEY Spokane Valley Partners (a/k/a Partners
Inland Northwest):
64
John ohman, City Ma ger By: Ci.. J in 13. 'CAA 4.L l Ct o
Its: Authorized Representative
APPROVED AS FORM:
Offi of the Ci Attorney
Page 6 of 8
24-052.00
Exhibit A
Budget: Provided by Partners and attached below
Homeless Outreach Partners Inland Northwest
Proposed Budget: $ 66,822 $ 13,998 $ 12,502 $ 93,322
Salaries,Taxes, Operating and Direct Assistance
Date and Benefits Admin Costs and Outreach Total
Remaining $66,822.00 $13,998.30 $12,501.70 $93,322.00
Page 7of8
24-052.00
Exhibit B
Insurance Certificates: Attached
Page 8 of 8