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HomeMy WebLinkAbout25-193.00 Spokane Co. Housing & Community Development - Homeless Outreach Services GrantCOSV CONTRACT # 25-193.00 AGREEMENT BETWEEN CITY OF SPOKANE VALLEY (CoSV) AND SPOKANE COUNTY IN CONJUNCTION WITH DOCUMENT RFCORDING FEE (DRF) FUNDING 1. Recipient 2.Contract Amount 3. Tax ID# CitryyufSQokoneVulley 10210 tppraguc A t: v c Spokane Valley, WA 99200 s 180,186 4. UEI# NSU3DBMM7JN9 Recipient Representative County's Representative Saruh Farr, Acccum ing & Finance Program Manager Chris Mekinne7 Cit)} orSpokwe Valley 10210F Sprague Ave, Homeless Services Program Manager Sppookane Vellty, WA 99206 Spokane County housing and Community Development Phottc Number. 509.720-5041 1026 W. BroadwayAvenue Spokane, WA 9920-2052 Email Address sfkrnC&,.spokaneva1Ieywagov 09) 477A500 emckinney(o)s)xrkanecounty.org 7. Recipient ID # Original Grant ID# Start Date 10. End Date 25-25438 N A 07/012025 06/30/2027 11. Funding Source ❑ Federal ® State ❑ Local 12. Assistance Listing Number 13. Assistance Listing Title N/A N/A 13. Contractor Selection Process; 14. Contractor Type: (check all that apply or qualify) (check all that apply) ❑Sole Source []Private Organization/individual ❑A/E Services ❑Public Organization/Jurisdiction ®Competitive Bidding ❑VENDOR [:]Pre -approved by Funder ®Municipality/local government ®Recipient ❑Non -Profit []For -Profit 15. Grant Purpose: The purpose of the Document Recording Fee (DRF) Funding is to fund homelessness crisis response systems and tr assist people who are experiencing or at risk of homelessness to obtain or maintain housing. 16. 1N WITNESS WHEREOF SPOKANE COUNTY and City of Spokane Valley (CoSV), as Identified above, acknowledge and accept the terms of this Agreement and attachments which are hereby incorporated In and made a part hereof, and have executed this Agreement as of the date referenced below. This Agreement Face Sheet; Scope of Work (Attachment A); Budget (Attachment B); and all other documents, exhibits and attachments expressly referenced and Incorporated herein contain all the terms and conditions agreed upon by the parties and govern the rights and obligations of the parties to this Agreement No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto, OR THE GRANTEE: F z ­10' zs� Signalm Date S um Date �n ��N1an Nivne Name Gi t r -file Title (FACE SHEET) DRF 25-25438 Grant Agreement Page 1 of 51 COSY CONTRACT # 25-193.00 WHEREAS, pursuant to the provisions of RCW 36.32.120(6), the Board of County Commissioners of Spokane County, Washington (hereinafter referred to as the "Board") has the care of county property and management of county funds and business; and WHEREAS, pursuant to the provisions of Chapter 43.185C RCW, and the Washington State Session Laws of 2005 (Chapter 484), the Board may engage in homeless housing and assistance programs and in conjunction therewith may contract with non-profit corporations relating to; and WHEREAS, the City of Spokane Valley (hereinafter "Recipient" or "CITY")) submitted a request to the Board, wherein it requested that Spokane County provide Four Hundred Sixty -Three Thousand Seven Hundred Seventy -Six Dollars ($463,776) to support RECIPIENT'S Street Outreach Project; and WHEREAS, the Board agreed to fund Recipient's Street Outreach Project in the amount of One Hundred Eighty Thousand One Hundred Eighty -Six Dollars ($180,186) subject to certain teens and conditions. NOW THEREFORE, for and in consideration of the mutual promises set forth hereinafter, the PARTIES hereto agree as follows: 1. PERIOD OF PERFORMANCE 1.1. Contingent on the receipt of a notice to proceed from Spokane County Housing and Community Development ("HCD"), this Agreement shall be effective July 1, 2025 and shall be completed no later than June 30, 2027 hereinafter referred to as the Project Period. All references in this Agreement to COUNTY and HCD shall be understood to refer to Spokane County. 1.2. Except as stated herein, the Project Period may be changed only by amendment to this Agreement executed no less than forty-five (45) days in advance of the expiration date of this Agreement, acceptance of which amendment shall be within the sole discretion of HCD. 2- PURPOSE 2.1. The purpose of this Agreement is the funding and completion of the project(s) identified as the Document Recording Fee Surcharge (DRF), hereinafter referred to as the "Project", which is a project funded through RCW 36.22.250 with that portion of the document recording fees the statute authorizes COUNTY to retain for its own use to address homelessness in Spokane County (hereinafter "DRF Rinds"). 3. AGREEMENT AND EXHIBITS 3.1. This Agreement shall consist of this Grant Agreement and all exhibits (Exhibits A through D) and attachments (Attachments A through F,) that are referred to herein. Any exhibits, attachments, or addenda referred to herein and/or attached to this Agreement and any Amendments hereto, are incorporated herein as if set forth in full. DRF 25-25438 Grant Agreement Page 2 of 51 COSH' CON'1'R (J' # 25-193.114) 3.2. The Recipient agrees to provide the services set forth herein and provide the required reporting of its contractual duties in a manner consistent with this Agreement and generally accepted practices. 3.3. The Recipient agrees to not hold the State of Washington or the DOC liable for claims or damages arising from the Recipient's performance of this contract. 4. SCOPE OF SERVICES 4.1. The Recipient will plan, administer, and implement the Project as described in the Scope of Work, attached hereto as Attachment A and incorporated herein by reference as though fully set forth. 4.2. The Recipient shall adhere to the agreed upon budgets, schedules, and commitments. 4.3. The Recipient shall comply with all applicable Federal, State, and local laws, regulations, policies, and guidelines, as amended, in connection with the Project and this Agreement, including without limitation RCW 36.22.250. 5. REIMBURSEMENT AND FUNDING 5.1. DRF funds will provide One Hundred Eighty Thousand One Hundred Eighty -Six Dollars ($180,186) pursuant to the terms of this Agreement. Only funds for the reimbursement of actual allowable costs will be disbursed to the Recipient. Any funds allocated for the Project remaining after reimbursement to the Recipient of all actual allowable costs pursuant to this Agreement shall be retained by HCD. 5.1.1. Under normal circumstances, reimbursement requests should be reviewed, approved and paid by the COUNTY within 30 business days of receipt. 5.2. The Recipient must abide by the limitations outlined in the Scope of Work, Attachment A, for the allowable and unallowable uses of funds under this program. 5.3. Requests for Reimbursement 5.3.1. The Recipient shall submit requests for reimbursement of actual allowable costs incurred by the Recipient in performance of this Agreement and in accordance with the attached budget, Attachment B. Requests for reimbursement must be accompanied by documentation substantiating eligibility of costs for which reimbursement is requested. The Recipient shall submit the final requests for reimbursement not later than thirty (30) days after this expiration of the close of the Project period. The final request for reimbursement shall provide a reconciliation of actual revenue and expenses for the entire period of this Agreement. 5.3.2. Costs incurred prior to the effective date of or after the expiration date of this Agreement, ineligible costs, or unallowable costs, will not be DRF 25-25438 Grant Agreement Page 3 of 51 COSV CONTRACT # 25-193.00 reimbursed by HCD, unless previously approved by HCD and subject to this Agreement being signed by all parties. 5.3.3. Only those budget line items that appear in the budget section of Attachment B will be considered for reimbursement. 5.3.4. All funds obligated or committed by the Recipient to contractors, suppliers, etc. during the Project Period must be expended on or before June 30, 2027 DRF funds. 5.3.5. Invoices are due by no later than the 15'•h day of the month following the provision of services. If the Recipient fails to submit an invoice prior to the 20'h of the month following the provision of services, without a reasonable explanation, HCD may withhold payment. 5.3.5.1. Invoice, Voucher Detail Worksheet for Reimbursement, and General Ledger Documentation must be submitted through the Neighborly Software Reporting Module. 5.4. Budgeting. 5.4.1. RCWs 36.22.250 and 43.185 shall apply to the Agreement and to all funds disbursed hereunder. Except as noted in the Agreement, costs are reimbursable under Washington State Fiscal/Program Requirements (formerly the Budgeting Accounting Reporting System (BARS) manual), including all supplements and revisions thereto, prescribed by the Washington State Auditor's Office. 5.4.2. All budget revisions must be requested in writing and approved by HCD in writing. The detailed budget form submitted upon application to deliver services for this contract shall be used when requesting revisions and will include a column for the original budget and a column clearly denoting the newly revised and requested budget. 5.5. Recovery of Overpayment to the Recipient. The Recipient shall not be reimbursed more than the amount of the allowable costs of performance of this Agreement. When the Recipient, HCD, or any other state or federal agency determines that the Recipient has received payments under this Agreement in excess of reimbursement described in the reimbursement subsection of this Agreement, or otherwise not in conformity with the Agreement, HCD shall recoup those payments, together with interest, from what would otherwise be HCD's liability under this Agreement. If the Recipient receives a notice of overpayment, which HCD shall be required to timely provide, the Recipient may protest the overpayment determination pursuant to the Dispute Resolution Section of this Agreement. Failure to invoke said section within fifteen (15) days of receipt of a notice of overpayment will result in an overpayment debt against the Recipient. 5.6. Fiscal Management 5.6.1. The Recipient shall establish and maintain a system of accounting and intemal controls that comply with generally accepted accounting DRF 25-25438 Grant Agreement Page 4 of 51 CUSS' CU\TRACT a 25-193.00 principles and all federal, state, and local accounting principles and governmental accounting and financial reporting standards that are applicable to federal, state and/or local grants, awards, and/or contracts. 5.6.1.1. Grantee shall establish written Accounting and Internal Control Policies and Procedures, including cost allocation plan and supporting documentation used to arrive at rate/costs if applicable. 5.6.2. The Recipient shall ensure that the Project is managed in the most cost effective and efficient manner possible. 5.6.3. The Recipient's financial management system at a minimum shall: 5.6.3.1. Be a viable, single organizational entity capable of effective and efficient processing of all of the fiscal matters, including proof of adequate protection against insolvency; 5.6.3.2. Have the ability to pay for all expenses incurred during the Agreement period, including services that have been provided under the Agreement but paid after the Project period; and 5.6.3.3. Include source documentation in support of allowable actual costs necessary to indicate costs incurred by the Recipient directly relating to the cost identified in the Budget. 5.7. Payment made under this Agreement is intended by both the Recipient and HCD to be inclusive of all services provided under this Agreement, and constitutes HCD's only financial obligation under the Agreement irrespective of whether the cost to the Recipient of providing services exceeds that obligation. 6. AUDIT REQUIREMENTS 6.1. Independent Audit Compliance. 6.1.1. If the Recipient receives more than One Hundred Thousand Dollars ($100,000.00), the Recipient shall have an annual independent fiscal audit conducted of its financial statement and condition, regarding the performance of the Agreement, readily delineating HCD funds. 6.1.1.1. The Recipient shall submit its audit report, including any "Management Letter" and/or all other correspondences referred to in the audit report, along with the Recipients' response to the audit and corrective action plan, if any, no later than six (6) months after the end of the Recipient's fiscal year. The Recipient hereby consents to the review of the independent auditor's working papers, upon request by HCD. 6.1.1.2. Failure to engage auditors and provide proof of such engagement shall be considered contractual non-performance and can result in correction action and withholding of payment. DRF 25-25438 Grant Agreement Page 5 of 51 CUSV CO\TRACT # 25-193.00 6.1.1.3. If, under separate agreement, the Recipient is required to provide a Code of Federal Regulations (CFR) 2 CFR Part 200 audit, annual independent audit, that at a minimum meet the requirements of the Agreement, then the compliance with the other separate agreement will also serve as compliance with the Agreement, provided that said audit is forwarded to HCD. 6.2. Single Audit Compliance. If the Recipient is a sub recipient and expends One Million Dollars ($1,000,000.00) or more in federal awards from all sources in any fiscal year, the Recipient shall procure and pay for a single audit or a program - specific audit for that fiscal year, Exhibit C attached hereto and incorporated herein by reference. Upon completion of each audit, the Recipient shall: 6.2.1. Submit its audit report, including any "Management Letter" and/or all other correspondences referred to in the audit report, along with the Recipient's response to the audit and corrective action plan, if any, no later than six (6) months after the end of the Recipient's fiscal year. The Recipient hereby consents to HCD review of the independent auditor's working papers, upon request by HCD; 6.2.2. Submit to the HCD contact person, listed on the cover page of this Agreement, the data collection form and reporting package specified in 2 CFR Part 200, Subpart F, reports required by the program -specific audit guide (if applicable), and a copy of any management letters issued by the auditor; and 6.2.3. Follow-up and develop corrective action for all audit findings in accordance with 2 CFR Part 200, Subpart F, and prepare a "Summary Schedule of Prior Audit Findings," reporting the status of all audit findings included in the prior audit schedule of findings and questioned costs. 7. FRAUD AND ABUSE 7.1. The Recipient shall establish, maintain and utilize internal systems and procedures sufficient to prevent, detect and correct incidents of waste, fraud and abuse in the performance of this Agreement and to provide for the proper and effective management of all Program and fiscal activities by the Agreement. Recipient's internal control systems and all transactions and other significant events are to be clearly documented and the documentation shall be readily available for monitoring by HCD. 7.2. The Recipient shall give HCD complete access to all of its records, employees and agents for the purpose of monitoring or investigating the performance of the Agreement and shall fully cooperate with HCD's efforts to detect, investigate, and prevent waste, fraud, and abuse. 7.3. The Recipient may not discriminate against any employee or other person who reports a violation of the terms of this Agreement or of any law or regulation to DRF 25-25438 Grant Agreement Page 6 of 51 COSV CU\'ITLAC 1' # 25-193.041 HCD or to any appropriate law enforcement authority, if the report is made in good faith. 8. GENERAL TERMS AND CONDITIONS 8.1. Relationship 8.1.1. The relationship of the Recipient to HCD shall be that of an independent contractor. No provision of this Agreement is intended or deemed to create any relationship between the Parties hereto other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Neither of the Parties hereto, nor any of their respective employees, shall be construed to be the agent, employee, representative, joint venture, or partner of the other. 8.1.2. The Recipient and its employees or agents will not hold themselves out as, nor claim to be, an agent, officer or employee of HCD, nor will they claim any of the rights, privileges, or benefits which might accrue to County employees. 8.1.3. The Recipient shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of services, and resulting compensation, for services described herein. 8.2. Modifications and Amendments 8.2.1. Except as provided otherwise herein, this Agreement may be amended only in writing by agreement of all parties hereto. 8.2.2. The Recipient hereby acknowledges that this Agreement is subject to all, RCWs, and Washington Administrative Codes (WAC) applicable to this Agreement. Any provision of the Agreement which conflicts with federal and state statutes or regulations is hereby amended to conform to the provisions of state law and regulations. Such amendment of the Agreement will be effective on the effective date of the statutes or regulations necessitating it and will be binding on the Parties even though such amendment may not have been reduced to writing and formally agreed upon and executed by the parties. HCD will provide notice of such amendment required by this paragraph when HCD is aware of them. The Recipient agrees to accept and execute any and all amendments offered by HCD needed to effectuate the, RCW, and/or WAC. 8.2.3. Any proposed change(s) in the project scope of service, budget, location, or the number of beneficiaries served as described in the Recipient's Grant Application and Scope of Work, must be submitted in writing to the HCD for approval prior to incurring any project costs or implementing any substantial project modifications. Any such changes shall be considered a request to modify or amend this Agreement. DRF 25-25438 Grant Agreement Page 7 of 51 COSH' CONTRACT H 25-193.111) 8.3. Waivers 8.3.1. No employee of HCD or the Recipient has the power, right, or authority to waive any of the terms, conditions, and/or covenants of this Agreement. 8.3.2. The waiver of any breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of the Contract. 8.3.3. The failure of HCD or the Recipient to enforce any of the terms or covenants of this Agreement or the failure to require performance under the Agreement shall not be construed as a waiver nor in any way affect the validity of the Agreement or the right of HCD or the Recipient to enforce each and every term of the Agreement. 8.4. Assiknability: The Recipient shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement to any party (whether by assignment or novation) without prior written consent of HCD. HCD may assign all or any of its interest in this Agreement as may be deemed necessary in the sole discretion of HCD. 8.5. Exhibits: Any exhibits, attachments or addenda referred to herein and/or attached to this Agreement and any Amendments hereto, are incorporated herein as if set forth in full. 8.6. Licensing, Accreditation, and Registration: The Recipient shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements or standards necessary for the performance of the work outlined in Attachment A Scope of Work, attached hereto and incorporated herein by reference. 8.7. Recapture: 8.7.1. In the event that the Recipient fails to perform activities outlined in this Agreement in accordance with state laws, federal laws, and/or the provisions of this Agreement, HCD reserves the right to recapture funds in an amount to compensate SPOKANE COUNTY for the noncompliance in addition to any other remedies available at law or in equity. 8.7.2. Repayment by the Recipient of funds under this recapture provision shall occur with the time period specified by HCD. In the alternative, HCD may recapture such funds from payments due under this Agreement. 9. ACCESS, EXAMINATION, AUDIT, AND MONITORING 9.1. IICD shall provide technical assistance to the Recipient, to the extent practicable. 9.2. HCD will monitor the performance of services and evaluate accomplishments and compliance with the terms of this Agreement throughout the project period. Monitoring may include a visit to the project site or to the Recipient organization, DRF 25-25438 Grant Agreement Page 8 of 51 COSH' CONTRACT # 25-193.00 reports on monthly or quarterly basis, desk monitoring, assessments, and process/time studies. 9.2.1. The Recipient shall provide right of access to its facilities, including those of any subcontractor, to the COUNTY, the state, and/or federal agencies or officials at all reasonable times in order to monitor and evaluate the services provided for herein. HCD shall provide reasonable notice of any COUNTY monitoring or evaluation, unless HCD has reason to believe that monitoring without notice is necessary. 9.2.2. The Recipient shall make available to the COUNTY, the state auditor, and/or HUD all records, books or pertinent information which Recipient shall have kept pertaining to this Agreement and as required by this Agreement, Federal law and/or Washington law. 9.23. Recipient shall also furnish such progress reports, schedules, financial and cost reports, and other such program or fiscal data reasonably required to evaluate the performance of this Agreement. 9.3. HCD will monitor the performance of the Recipient in attempts to mitigate fraud, waste, abuse, or non-performance based on goals and performance standards as stated with all other applicable federal, state and local laws, regulations, and policies governing the funds provided under this agreement further defined by 2 CFR 200.331. Substandard performance as determined by HCD will constitute noncompliance with this agreement. If corrective action is not taken by the Recipient within a reasonable period of time after being notified by HCD, contract suspension or termination procedures will be initiated according to Section 10.1.3. 9.4. The Recipient shall cooperate with HCD or its agent in the evaluation of the Recipient's performance under this Agreement and make available all information reasonably required by any such evaluation process. Request for information will be responded to within three (3) business days and followed through within ten (10) business days. The results and records of said evaluations shall be maintained and disclosed in accordance with RCW 42.56 and/or United States Code (USC) 5 USC 552 (Freedom of Information Act). 9.5. The Recipient shall respond timely and accurately to requests from HCD to provide information necessary to respond to inquiries from entities having authority to make such request. 9.6. The Recipient agrees to notify HCD in advance of any state or other formal inspections, audits, accreditation or program reviews and provide to HCD copies of said review, including any final written plan of correction or other written response, within thirty (30) days of receipt. 10. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990. PUBLIC LAW 101-336. also referred to as the "ADA" 28 CFR Part 35 DRF 25-25438 Grant Agreement Page 9 of 51 COSV CONTRACT tf 25-193.00 10.1. The Recipient must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION 11.1. "Confidential Information" as used in this section includes: All material provided to the Recipient by the COUNTY that is designated as "confidential" by COUNTY; 11.1.2. All material produced by the Recipient that is designated as "confidential" by the COUNTY; and 11.1.3. All personal information in the possession of the Recipient that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Ilcalth Information" under the federal Ilealth Insurance Portability and Accountability Act of 1996 (HIPAA). 11.2. The Recipient shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information, The Recipient shall use Confidential Information solely for the purposes of this contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of the COUNTY or as may be required by law. The Recipient shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Recipient shall provide the COUNTY with its policies and procedures on confidentiality. The COUNTY may require changes to such policies and procedures as they apply to this contract whenever the COUNTY reasonably determines that changes are necessary to prevent unauthorized disclosures. The Recipient shall make the changes within the time period specified by the COUNTY. Upon request, the Recipient shall immediately return to the COUNTY any Confidential Information that the COUNTY" reasonably determines has not been adequately protected by the Recipient against unauthorized disclosure. 11.3. Unauthorized Use or Disclosure: The Recipient shall notify HCD within five (5) working days of any unauthorized use or disclosure of any confidential information and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 12. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTION DRF 25-25438 Grant Agreement Page 10 of 51 COSH' CONTRACT so 25-193.00 12.1. The Recipient, defined as the primary participant and its principal, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: 12.1.1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State department or agency; 12.1.2. Have not within a three-year period preceding this Agreement, been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; 12.1.3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this section; and 12.1.4. Have not within a three (3) year period preceding the signing of this Agreement had one or more public transactions (Federal, state, or local) terminated for cause of default. 12.2. Where the Recipient is unable to certify to any of the statements in this Agreement, the Recipient shall attach an explanation to this Agreement. 12.3. The Recipient agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the COUNTY. 12.4. The Recipient further agrees by signing this Agreement that it will (a) require lower tier grantees to execute Exhibit D attached hereto, and (b) include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," in paragraphs 12.5 and 12.6 below, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: 12.5. LOWER TIER COVERED TRANSACTIONS 12.5.1. The lower tier grantee certifies, by signing this Agreement that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal or State department or agency. 12.5.2. Where the lower tier grantee is unable to certify to any of the statements in this Agreement, such grantee shall attach an explanation to this Agreement. 12.6. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and DRF 25-25438 Grant Agreement Page 11 of 51 COS%' CON TACT a 25-193.00 voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact HCD for assistance in obtaining a copy of these regulations. 13. TERMINATION FOR CONVENIENCE 13.1. Notwithstanding any provisions of this Agreement, the Recipient may terminate this Agreement by providing written notice of such termination to HCD's Key Personnel identified on the Face Sheet, specifying the effective date thereof, at least thirty (30) days prior to such date. 13.2. Except as otherwise provided in this Agreement, COUNTY, in its sole discretion and in the best interests of COUNTY, may terminate this Agreement in whole or in part by providing ten (10) calendar days' written notice, beginning on the second day after mailing to the Recipient. Upon notice of termination for convenience, COUNTY reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Recipient from incurring additional obligations of funds. In the event of termination, the Recipient shall be liable for all damages as authorized by law. The rights and remedies of COUNTY provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. 14. TERMINATION OR SUSPENSION FOR LOSS OF FUNDING 14.1. The COUNTY may unilaterally terminate or suspend all or part of this Agreement, or may reduce its Scope of Work and Budget, if there is a reduction in funds by the source of those funds, and if such funds are the basis for this Agreement. SPOKANE COUNTY will email the Recipient ten (10) business days prior to termination. 15. TERMINATION OR SUSPENSION FOR CAUSE 15.1. In the event the COUNTY, in its sole discretion, determines the Recipient has failed to fulfill in a timely and proper manner its obligations under this Agreement, is in an unsound financial condition so as to endanger performance hereunder, is in violation of any laws or regulations that render the Recipient unable to perform any aspect of the Agreement, or has violated any of the covenants, agreements or stipulations of this Agreement, the COUNTY has the right to immediately suspend or terminate this Agreement in whole or in part. 15.2. The COUNTY may notify the Recipient in writing of the need to take corrective action and provide a period of time in which to cure. The COUNTY is not required to allow the Recipient an opportunity to cure if it is not feasible as determined solely within the COUNTY's discretion. Any time allowed for cure shall not diminish or eliminate the Recipient's liability for damages or otherwise affect any other remedies available to COUNTY. If the COUNTY allows the Recipient an opportunity to cure, the COUNTY shall notify the Recipient in writing of the need DRF 25-25438 Grant Agreement Page 12 of 51 C0SV C0.N'1'l1A( 1' # 25-193.00 to take corrective action. If the corrective action is not taken within ten (10) calendar days or as otherwise specified by the COUNTY, or if such corrective action is deemed by the COUNTY to be insufficient, the Agreement may be terminated in whole or in part. 15.3. The COUNTY reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Recipient from incurring additional obligations of funds during investigation of the alleged compliance breach, pending corrective action by the Recipient, if allowed, or pending a decision by COUNTY to terminate the Agreement in whole or in part. 15.4. In the event of termination, the Recipient shall be liable for all damages as authorized by law, including, but not limited to, any cost difference between the original Agreement and the replacement or cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of administering the competitive solicitation process, mailing, advertising and other associated staff time. The rights and remedies of the COUNTY provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. 15.5. If it is determined that the Recipient: (1) was not in default or material breach, or (2) failure to perform was outside of the Recipient's control, fault or negligence, the termination shall be deemed to be a "Termination for Convenience". 16. TERMINATION PROCEDURES 16.1. In addition to the procedures set forth below, if the COUNTY terminates this Agreement, the Recipient shall follow any procedures specified in the termination notice. Upon termination of this Agreement and in addition to any other rights provided in this Agreement, the COUNTY may require the Recipient to deliver to the COUNTY any property specifically produced or acquired for the performance of such part of this Agreement as has been terminated. 16.2. If the termination is for convenience, the COUNTY shall pay to the Recipient an agreed upon price, if separately stated, for properly authorized and completed work and services rendered or goods delivered to and accepted by COUNTY prior to the effective date of Agreement termination, the amount agreed upon by the Recipient and the COUNTY for (i) completed work and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services and/or equipment or supplies provided which are accepted by the COUNTY, (iii) other work, services and/or equipment or supplies and services which are accepted by the COUNTY, and (iv) the protection and preservation of property. 16.3. Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this Agreement. if the termination is for cause, the COUNTY shall determine the extent of the liability of the COUNTY. The COUNTY shall have no other obligation to the Recipient for termination. The COUNTY may DRF 25-25438 Grant Agreement Page 13 of 51 COSV CONTRACT # 25-193.00 withhold from any amounts due the Recipient such sum as the COUNTY determines to be necessary to protect the COUNTY against potential loss or liability. 16.4. The rights and remedies of the COUNTY provided in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law. 16.5. After receipt of a notice of termination, and except as otherwise directed by the COUNTY in writing, the Recipient shall: 16.5.1. Stop work under the Agreement on the date, and to the extent specified, in the notice; 16.5.2. Place no further orders or sub -contracts for materials, services, supplies, equipment and/or facilities in relation to this Agreement except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; 16.5.3. Assign to the COUNTY, in the manner, at the times, and to the extent directed by the COUNTY, all of the rights, title, and interest of the Recipient under the orders and sub -contracts so terminated, in which case the COUNTY has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; 16.5.4. Settle all outstanding liabilities and all claims arising out of such termination of orders and sub -contracts, with the approval or ratification of the COUNTY to the extent the COUNTY may require, which approval or ratification shall be final for all the purposes of this clause; 16.5.5. Transfer title to the COUNTY and deliver in the manner, at the times, and to the extent directed by the COUNTY any property which, if the Agreement had been completed, would have been required to be furnished to the COUNTY; 16.5.6. Complete performance of such part of the work as shall not have been terminated by the COUNTY in compliance with all contractual requirements; and 16.5.7. Take such action as may be necessary, or as the COUNTY may require, for the protection and preservation of the property related to this Agreement which is in the possession of the Recipient and in which the COUNTY has or may acquire an interest. 17. REMEDIES FOR NON-COMPLIANCE 17.1. The suspension process may include, but is not required to include, the following steps: 17.1.1. When an issue involving non-performance or insufficient performance arises, HCD will engage in informal discussions with the Recipient. The Recipient shall correct any deficiencies in performance. Technical DRF 25-25438 Grant Agreement Page 14 of 51 COSY CONTRACT 4 25-193.O0 Assistance, to the maximum extent practicable, will be provided by HCD to help the Recipient successfully conduct the activity. 17.1.2. If informal discussion does not result in improved performance, HCD may schedule a monitoring visit to review the area of performance that must be improved. A written report will be provided to the Recipient which will outline the results of the monitoring and identify the specific performance deficiencies. The Recipient shall respond to the report with a proposed course of corrective action and a time frame in which to implement corrective actions. 17.1.3. If the Recipient fails to improve the performance problem area, the Recipient will be notified by HCD in writing, that the Agreement is suspended. DRF funds may not be expended for any activities that have been suspended. 17.1.4. Suspension will (except in the case of illegal or improper action) include an identification of the specific performance deficiencies, the required course of corrective action, and a timeline for achieving the corrections. Corrective action plans shall require a fifteen (15) to sixty (60) day period of resolution (within the HCD's discretion, depending upon the performance issue). 17.1.5. Suspension will only be lifted by HCD upon Recipient's correction of the deficient performance to HCD's satisfaction as evidenced by a written release from HCD. 18. DISPUTE RESOLUTION 18.1. Except as otherwise provided in this Agreement, when a bona fide dispute arises between the Parties and it cannot be resolved through discussion and negotiation, either party may request a dispute resolution panel to resolve the dispute. For the purpose of this Agreement, disputes shall not include the following: 1) failure to fulfill in a timely and proper manner the obligations contain within this Agreement, 2) financial insolvency or in a financial condition so as to endanger the performance contained within the Agreement or 3) violation of any laws or regulations that renders the Recipient unable to perform any aspect of the Agreement. A request for a dispute resolution panel shall be in writing, shall state the disputed issue(s), shall state the relative positions of the Parties and shall be sent to all Parties. The panel shall consist of a representative appointed by the COUNTY, a representative by the Recipient and a third party mutually agreed upon by both Parties, who shall be a member in good standing of the Washington State Bar Association with a minimum of ten (10) years' relevant experience. In the event that the Parties are unable to reach agreement on the third panel member the dispute over such member the appointment issue shall be submitted to the Spokane County Superior Court whom shall have the authority to appoint any person as the third panel member with relevant experience and licensure as set forth above. The panel shall by majority vote, resolve the dispute. Each party shall bear the cost for its panel member and its own attorney fees and costs and share DRF 25-25438 Grant Agreement Page 15 of 51 COS\' ('O\'I'RACI' f0 25-193,00 equally the cost of the third panel member. The decision of the Panel shall be final and binding upon the Parties. The Panel shall be governed by the duly promulgated rules and regulations of the American Arbitration Association or its successor, and RC W 7.04A. The situs of any proceeding before the panel shall occur in Spokane County, Washington. The decision of the panel may be entered as a judgment in any court of the State of Washington or elsewhere. 19. SEVERABILITY 19.1. The provisions of this Agreement are intended to be severable. If any term or provision of this Agreement, or portion thereof, is held invalid by any court of rightful jurisdiction, the remainder of this Agreement shall not be affected, providing the remainder continues to conform to applicable Federal and State law(s) and regulations and can be given effect without the invalid provision. 20. MAINTENANCE AND RETENTION OF RECORDS AND REPORTS 20.1. The Recipient shall maintain such program records as may be required by applicable federal, state and HCD regulations, all of which are incorporated herein by reference. 20.2. Records Maintenance 20.2.1. The Recipient shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. 20.2.2. The Contractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. 20.2.3. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 20.3. Records Retention 20.3.1. During the term of this Agreement and for six (6) years following termination or expiration of this Agreement. If any audit, claim, litigation, or other legal action involving the records is started before expiration of the six (6) year period, the records shall be retained until completion and resolution of all issues arising there from or until the end of the six (6) year period, whichever is later. 20.3.2. The Recipient shall maintain records sufficient to: DRF 25-25438 Grant Agreement Page 16 of 51 COSH' CONTRACT N 25-193.00 20.3.2.1. Document performance of all acts required by law, regulation, or this Agreement; 20.3.2.2. Substantiate the Recipient's statement of its organization's structure, tax status, capabilities, and performance; and 20.3.2.3. Demonstrate the accounting procedures, practices, and records that sufficiently and properly document the Recipient's invoices to HCD and all expenditures made by the Recipient to perform as required by this Agreement. 20.3.3. The Recipient shall maintain books, records, documents, and other materials relevant to this Agreement which sufficiently and properly reflect all payments made. 20.3.4. Project shall include evidence of benefit to homeless persons, persons at risk of homelessness and extremely tow income, description of the work, financial records (source and use of funds, authorization to expend funds, obligations, unobligated balance, assets, liabilities, outlays and income), property acquisition, fair housing, equal opportunity, property disposition, etc. The public shall be granted reasonable access to all "public records" pursuant to RCW 42.56 and/or 5 USC 552. 21. PROCUREMENT AND SUBCONTRACTS 21.1. No part of this agreement may be assigned or subcontracted without the written consent of HCD, which consent, if given at all, shall be at HCD's sole discretion and judgment. The Parties anticipate that the Recipient will seek to contract with Frontier Behavioral Health for the provision of services under this Agreement. 21.2. All procurement actions and subcontracts shall be in accordance with applicable State law relating to contracting by public agencies. For procurement actions requiring a written contract, the Recipient may, upon HCD's specific written approval of the contract instrument, enter into any subcontract or procurement action authorized as necessary for the successful completion of this Agreement. The Recipient will remain fully obligated under the provisions of this contract Agreement not withstanding its designation of any third party to undertake all or any of the Projects. The Recipient may not award or permit an award of a contract to a party that is debarred, suspended or ineligible to participate in a Federal or State program. 21.3. By signature of this Agreement, the Recipient herby certifies that neither the Recipient nor their respective officers, directors, shareholders, employees, partners or member are subject to debarment, suspension or determination, of ineligibility, and acknowledge that the County is relying upon this declaration in entering into the Agreement, 21.4. By signature of this Agreement, the Recipient agrees to perform debarment and suspension checks on all officers, directors, shareholders, employees, partners or member, contractors and subcontractors prior to entertaining into contracts, and DRF 25-25438 Grant Agreement Page 17of51 C0SV CONTRACT # 23-193,00 will provide documentation to the County prior to entering into contracts, and will provide documentation to the County prior to any DRF funds being disbursed. The Recipient will use the System for Award Management (SAM), to perform such debarment and suspension checks. The website is: http://www.sanl.gov and the Office of the Inspector General WIG) Exclusions Database. 21.5. The Recipient shall consult with HCD to develop a plan of action to comply with Executive Orders 11625, 12138 and 12432 and Public Law 95-507 dealing with the use of minority and woman owned business enterprises. 22. REPORTING 22.1. At a minimum, the Recipient shall use the City of Spokane's Ilomeless Management Information System (HMIS) to the extent required by the Department of Commerce, unless otherwise approved by the funder. 22.1.1. Submission for reimbursement shall be completed through Neighborly software and shall include all related supporting documentation to reimbursable expenses. 22.2. All reports unless otherwise specifically noted are be due by the 15`h of each month and will contain data obtained during the preceding month, or other indicated reporting period. Any reports provided by the Recipient may be forwarded to the Spokane Board of County Commissioners and the Housing and Community Development Advisory Committee to document performance. 22.3. Additional reports may be requested from the Recipient, if necessary, to comply with federal requirements, 22.5. Accurate and timely input and maintenance of data in an approved HMIS (CMIS) is a condition of funding, and is subject to monitoring by HCD staff. 22.6. Reimbursement for project costs incurred will be contingent upon submission of HMIS data and requested reports (when applicable). 22.7 By signature of this Agreement, the Recipient certifies its consent to allow COUNTY access of all information entered on behalf of DRF-funded project(s) in accordance with RCW 43.185C.180. 23. INDEMNIFICATION AND INSURANCE 23.1. Indemnification 23.1.1. To the fullest extent permitted by law, CITY shall indemnify, defend and hold harmless the COUNTY, and all officials, agents and employees of the COUNTY, from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as used in this contract, means any financial loss, claim, suit, action, damage or expense, including but not limited to attorneys fees, attributable for bodily injury, sickness, disease, death or injury to or the destruction of tangible property DRF 25-25438 Grant Agreement Page 18 of 51 COSV CONTRACT # 25-193.00 including loss of use therefrom. 23.1.2. CITY's obligation to indemnify, defend and hold harmless includes any claim by CITY's agents, employees, representatives or any subgrantee/subcontractor or its employees. 23.1.3. CITY expressly agrees to indemnify, defend and hold harmless the COUNTY For any claim arising out of or incident to CITY's or any subgrantee's/subcontractor's performance or failure to perform under this Agreement. CITY's obligation to indemnify, defend and hold harmless the COUNTY shall not be eliminated by actual or alleged concurrent negligence of the COUNTY (or its agents, employees and/or officials) and the CITY (or its agents, employees, and/or officials), and said obligation shall apply only to the extent of negligence of the CITY, its agents, employees, and/or officials. 23.1.4. The COUNTY shall protect, defend, indemnify, and hold harmless CITY, its officers, officials, employees, and agents while acting within the scope of their employment as such, from any and all costs, claims, judgments, and/or awards of damages (both to persons and/or property). The COUNTY will not be required to indemnify, defend, or save harmless CITY if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the sole negligence of CITY. 23.1.5. The COUNTY and CITY agree that its obligations under this section extend to any claim, demand and/or cause of action brought by, or on behalf of, any COUNTY or CITY employees or agents while performing work authorized under this Agreement. For this purpose, the COUNTY and CITY, by mutual negotiation, hereby waives any immunity that would otherwise be available to it against such claims under the Industrial Insurance provisions of chapter 51.12 RC W. 23.1.6. These indemnifications and waiver shall survive the termination of this Agreement. 23.1.7. No officer or employee of CITY or the COUNTY shall be personally liable for any act, or failure to act, in connection with this Agreement, it is understood that in such matters they are acting solely as agents of their respective agencies. 23.2. Insurance 23.11. The Recipient shall furnish and maintain all insurances as required herein and comply with all limits, terms and conditions stipulated therein, at their expense, for the duration of the Agreement. Following is a list of requirements for this Agreement. Any exclusions that may restrict required coverage must be pre -approved by the Spokane County Risk Management Department. Work under this Agreement shall not commence until evidence of all required insurance, policy endorsement, DRF 25-25438 Grant Agreement Page 19 of 51 COSH' CONTRACT # 25-193.00 and bonding is provided to SPOKANE COUNTY. The Recipient's insurer shall have am inimum A.M. Best's rating of A-VII and shall be licensed to do business in the State of Washington. Evidence of such insurance shall consist of a completed copy of the certificate of insurance, signed by the insurance agent for the Recipient and returned to the Spokane County department with whom the Agreement is executed. The insurance policy or policies will not be cancelled, materially changes or altered without forty-five (45) days' prior notice submitted to the department with whom the Agreement is executed. The policy shall be endorsed and the certificate shall reflect that SPOKANE COUNTY is an additional named insured on the Recipient's general liability policy with respect to activities under the Agreement. The policy shall provide and the certificate shall reflect that the insurance afforded applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company's liability. 23.2.1.1. Evidence of Self-insurance by a governmental entity is sufficient to meet the insurance requirements in this section. 23.2.2. The policy shall be endorsed and the certificate shall reflect that the insurance afforded therein shall be primary insurance and any insurance or self-insurance carried by SPOKANE COUNTY shall be excess and not contributory insurance to that provided by the Recipient. 23.2.3. The Recipient shall not commence work, nor shall the Recipient allow any subcontractor to commence work on any subcontract until a Certificate of Insurance with additional insured endorsement, meeting the requirements set forth herein, has been approved by Spokane County Risk Management Department and filed with the department with whom the Agreement is executed. Upon request, the Recipient shall forward to the Spokane County Risk Management Department the original policy, or endorsement obtained, to the Recipient's policy currently in force. 23.2.4. Failure of the Recipient to fully comply with the insurance requirements set forth herein, during the term of the Agreement, shall be considered a material breach of contract and cause for immediate termination of the Agreement at SPOKANE COUNTY's discretion. Alternatively, SPOKANE COUNTY may procure and maintain, at the Recipient's sole expense, insurance to the extent deemed proper up to the amount of the required coverage(s). SPOKANE COUNTY may offset the cost of such insurance against payment due to the Recipient under the Agreement. 23.2.5. Providing coverage in the amounts listed shall not be construed to relieve the Recipient from liability in excess of such amounts. 23.2.6. REQUIRED COVERAGE: The insurance shall provide the minimum coverage as set forth below: DRF 25-25438 Grant Agreement Page 20 of 51 C'OSV CONTRACT H 25-193.00 23.2.6.1. General Liability Insurance: The Recipient shall carry, for the duration of this Agreement, Commercial General Liability Insurance in the amount of One Million Dollars ($1,000,000.00); Sub -recipient Insurance policy deductibles that exceed $25,000 require written proof from the contractor of the company's financial strength to support potential liability losses within their deductible.; General Aggregate Two Million Dollars ($2,000,000.00). The policy shall include general liability arising out of premises, operations, independent Contractors, products, completed operation, personal injury, fire damage, advertising injury, medical expense, and liability assumed under and insured contract. 23.2.6.2. Additional Insured Endorsement: General Liability Insurance must state that SPOKANE COUNTY, its officers, agents and employees, and any other entity specifically required by the provisions of this Agreement will be specifically named additional insured(s) for all coverage provided by this policy of insurance and shall be fully and completely protected by this policy from all claims. Language such as the following should be used "Spokane County, it's Officers, Agents and Employees are Named Additional Insured." 23.2.6.3. Proof of Automobile Insurance: The Recipient shall carry, for the duration of this Agreement, comprehensive automobile liability coverage of One Million Dollars ($1,000,000.00), for any vehicle used in conjunction with the provision of services under the terms of this Agreement. Said policy shall provide that it shall not be cancelled, materially changed, or renewed without forty-five (45) days written notice thereto to SPOKANE COUNTY. 23.2.6.4. Workers Compensation: When the Recipient has employees of the company, the Recipient shall carry Worker's Compensation Industrial Injury Insurance Coverage and which must be effective in Washington. Proof of insurance shall be reflected on the Recipient's Certificate of Insurance or by providing the Recipient's State Industrial Account Identification Number. 23.2.6.5. Professional Liability Insurance: The Recipient shall carry Professional Liability Insurance coverage in the minimum amount of One Million Dollars ($1,000,000.00) Per Occurrence; Three Million Dollars ($3,000,000.00) aggregate covering Spokane County. 23.3. Waiver of Subrobation. CITY and COUNTY each hereby waive all rights of subrogation that each may possess, if any, against the other for recovery of damages to the extent the damages are covered by general liability, excess, property, professional, or umbrella maintained pursuant to the Agreement. DRF 25-25438 Grant Agreement Page 21 of 51 COSY CONTRACT # 25-193.00 24. CONFLICT OF INTEREST 24.1. No officer or employee or governing body member of the COUNTY or the Recipient exercising any functions or responsibilities with respect to the project during his or her tenure, shall have any personal or pecuniary gain or interest, direct or indirect, in any contract, subcontract, or the proceeds thereof, for work to be performed in connection with the project assisted under this Agreement. 24.2. The COUNTY may, in its sole discretion, by written notice to the Recipient terminate this Agreement if it is found after due notice and examination by the COUNTY that there is a violation of the Conflict -of -interest provisions contained within this Agreement. 24.3. In the event this Agreement is terminated as provided in this conflict -of -interest clause, the COUNTY shall be entitled to pursue the same remedies against the Recipient as it could pursue in the event of a breach of the Agreement by the Recipient. The rights and remedies of the COUNTY provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the COUNTY makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Agreement.. 25. POLITICAL ACTIVITY AND LOBBYING 25.1. No portion of the funds provided hereunder shall be used for any partisan political activity or to further the election or defeat of any candidate for public office or influence or defeat of any ballot issue. No member or delegate to the Congress of the United States of America, nor resident Commissioner, nor any other Federal official shall be admitted to any share or part of the Federal funds provided by this Agreement. 25.2. Pursuant to Section 1352, title 31, U.S. Code, Recipient lobbying activity funded by other than federally appropriated funds, shall be reported. 25.3. The Recipient shall require that the language of this section be included in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose accordingly. 26. ORDER OF PRECEDENCE 26.1. The Agreement is entered into pursuant to and under the authority granted by the laws of the State of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. 26.2. In the event of any inconsistency in the terns of this Agreement or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: DRF 25-25438 Grant Agreement Page 22 of 51 COS\' ('ON1'R.%C'1' # 25-193.011 26.2.1. Applicable State Statutes and Regulations (RCW 36.22.250); 26.2.3. Express terns of this Agreement and any amendments. 27. JURISDICTION 27.1. This Agreement shall be construed and enforced in accordance with, and the validity and performance shall be governed by the laws of the state of Washington. Venue of any suit between the Parties arising out of this Agreement shall be the Superior Court of Spokane County, Washington. The Recipient, by execution of this Agreement, acknowledges the jurisdiction of the courts of the State of Washington. 28. TREATMENT OF ASSETS 28.1. Title to all property furnished by the COUNTY shall remain with the COUNTY. Title to all property furnished by the Recipient, for the cost of which the Recipient is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in the COUNTY upon delivery of such property by the Recipient. Title to other property, the cost of which is reimbursable to the Recipient under this contract, shall pass to and vest in the COUNTY, upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by the COUNTY in whole or in part, whichever first occurs. 28.1.1. Any property of the COUNTY furnished to the Recipient shall, unless otherwise provided herein or approved by the COUNTY, be used only for the performance of this contract. 28.1.2. The Recipient shall be responsible for any loss or damage to property of the COUNTY that results from the negligence of the Recipient or which results from the failure on the part of the Recipient to maintain and administer that property in accordance with sound management practices. 28.1.3. If any COUNTY property is lost, destroyed or damaged, the Recipient shall immediately notify the COUNTY and shall take all reasonable steps to protect the property from further damage. 28.1.3. The Recipient shall surrender to the COUNTY all property of the COUNTY prior to settlement upon completion, termination or cancellation of this contract. 28.2. All reference to the Recipient under this clause shall also include the Recipient's employees, agents or Subcontractors. DRF 25-25438 Grant Agreement Page 23 of 51 (*0SN' CONTRACT h 25-193.00 29. PROPRIETARY RIGHTS 29.1. Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the COUNTY. The COUNTY shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Recipient hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to the COUNTY effective from the moment of creation of such Materials. 29.2. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. 29.3. For Materials that arc delivered under the Contract, but that incorporate pre- existing materials not produced under the Contract, the Recipient hereby grants to the COUNTY a nonexclusive, royalty -free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Recipient warrants and represents that the Recipient has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the COUNTY. 29.4. The Recipient shall exert all reasonable effort to advise the COUNTY, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Recipient shall provide the COUNTY with prompt written notice of each notice or claim of infringement received by the Recipient with respect to any Materials delivered under this Contract. The COUNTY shall have the right to modify or remove any restrictive markings placed upon the Materials by the Recipient. 30. IMISCELLANEOUS 30.1. Further Documentation. The Recipient agrees to execute, acknowledge, and deliver upon reasonable request by HCD any document, which HCD reasonably deems necessary or desirable to evidence or effectuate the rights herein conferred or to implement or consummate the purposes and intents hereof. 30.2. headings. The headings are for convenience only and do not in any way limit or affect the terms and provisions hereof. 30.3. Calculation of Time Periods. Unless otherwise specified, in calculating any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, DRF 25-25438 Grant Agreement Page 24 of 51 COSV CON TRACT # 25-193.00 Sunday, or County holiday, in which case the last day of the period shall be the next business day. The final day of any such period shall be deemed to end at 5 o'clock p.m., Pacific Time. 30.4. Time of Essence. Time is of the essence of this Agreement. 30.5. Gender and Grammar_ Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of certain genders shall be deemed to include either or both of the other genders. DRF 25-25438 Grant Agreement Page 25 of 51 COSV CONTRACT # 25-193.00 EXHIBIT A ASSURANCES AND REPRESENTATIONS Certification of Compliance The Recipient and all its consultants and contractors shall comply with the following State and Federal laws, regulations and County policies as they pertain to project compliance and shall include notification and/or documentation as required by the County (Said laws and regulations are incorporated herein and made a part hereof by reference). Please initial each section and certify by authorized signature, once complete. AMERICAN WITH DISABILITIES ACT OF 1990 (a) Title II of the ADA prohibits discrimination based on disability in programs and activities provided or made available by public entities. HUD enforces Title II with respect to housing -related programs and activities of public entities, including public housing, housing assistance and housing referrals. (b) Title III of the ADA prohibits discrimination based on disability in the goods, services, facilities, privileges, advantages, and accommodations of places of public accommodations owned, leased, or operated by private entities. The Department of Justice enforces Title III of the ADA, but certain HUD recipients and private entities operating housing and community development programs are covered by Title III of the ADA. SECTION 504 OF THE REHABILITATION ACT OF 1973, AS AMENDED 00 (a) Section 504 of the Rehabilitation Act of 1973 (P.L. 93-112) as amended, dealing with employment of handicapped persons and program benefits to handicapped persons and regulations issued pursuant thereto, and accessibility for handicapped persons (RCW 1927 and RCW 70.92). REAL PROPERTY ACQUISITION, DISPLACEMENT AND RELOCATION ASSISTANCE (a) Relocation requirements of Title II and acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and regulations issued pursuant thereto (24 CFR Part 42). (b) Spokane County's Displacement and Relocation Policy relating to persons affected by Community Development Block Grant activities. CIVIL RIGHTS ACT OF 1964, AS AMENDED, EQUAL OPPORTUNITY AND AFFIRMATION ACTION (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and Section 109 of the Housing and Community Development Act of 1974 as amended relating to nondiscrimination in performance of this project and to the benefits deriving from it, and regulations issued pursuant thereto (24 CFR Parts 1 and 570 and RCW 49.60). (b) The Age Discrimination Act of 1975, as amended (P.L. 94-135), and regulations issued pursuant thereto. DRF 25-25438 Grant Agreement Page 26 of 51 COSV CONTRACT # 25-193.00 (c) Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974, dealing with employment of Veterans, Disabled Veterans and Veterans of the Vietnam Era and regulations issued pursuant thereto. (d) Section 3 of the Housing and Community Development Act of 1974 as amended, and regulations issued pursuant there to (24 CFR Part 135), dealing with employment of County low-income residents as employees and use of County businesses as contractors, subcontractors, and suppliers. (e) Executive Order 11246 dealing with nondiscrimination in employment as a result of Federally assisted construction contracts as amended by Executive Orders 11375 and 12086, and regulation issued pursuant thereto (41 CFR Chapter 60). (f) Recipients who receive CDBG funds and who deliver human services to low and moderate income persons, will be required to affirmatively market such services to persons in Spokane County regardless of race, religion, sex, age, national origin, color, handicap, or familial status. DRUG FREE WORKPLACE ACT OF 1988 6* (a) The Recipient will comply with the Drug -Free Workplace Act of 1988, P.L. 100-690, and shall certify that they will maintain a drug -free work place, develop and adopt a written policy and implement organizational policies and procedures as required by the Drug -Free Workplace Act of 1988, related laws and regulations. LABOR STANDARDS (a) Labor standards and wage rate requirements set forth in Section 110 of the Housing and Community Development Act of 1974, as amended, 24 CFR 570.605 and HUD regulations issued pursuant there to, including the Davis -Bacon Act as amended, the Copeland Act and the Contract Work Hours and Safety Standards Act and Prevailing Wages, RCW 39.12. ENVIRONMENTAL PROTECTION 0* (a) Executive Order 11988 relating to evaluation of flood hazards and Executive Order 11288 relating to the prevention, control and abatement of water pollution. (b) Flood insurance purchase requirements of Section 102 and 202(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234). (c) Lead Based Paint Poisoning Act (42.U.S.C. 4801 et seq.) and regulations issued pursuant thereto (24CFR Part 35 Subpart B). PURCHASE AND IMPROVEMENT OF PROPERTY ACQUIRED AND/OR IMPROVED WITH CDBG FUNDS: (a) Any property under the Recipient's control, that is acquired or improved, in whole or in part, with CDBG funds in excess of Twenty -Five Thousand Dollars ($25,000.00) is subject to the regulation at 24 CFR Part 570.503(b)(7)-Reversion of Assets, which requires property acquired or improved with CDBG funds to be used for a purpose which meets a national objective for a period of five (5) years from the expiration of this agreement. Disposition of any property acquired or improved with CDBG funds during the five (5) year period requires repayment of the CDBG funds to Spokane County. Such property DRF 25-25438 Grant Agreement Page 27 of 51 COSV CONTRACT # 25-193.00 disposition will be reported to the County within thirty (30) days of the intent to dispose of said property. (b) At a minimum, all property acquired and/or improved with CDBG funds will be inventoried and reported on an annual basis by the Recipient. A letter detailing the current usage and status of said property will be sent to the County. The report shall be required for a period of five (5) years from the expiration of this Agreement. Promissory Notes, Deeds of Trust or other documents may additionally be negotiated as a term for receipt of funds. (c) If the Recipient intends to dispose of a property acquired and/or improved with CDBG funds, it will be incumbent on the Recipient to report, in writing, to the County, such intent to dispose of said property thirty (30) days prior to the negotiation and/or agreement to dispose of said property. 2 CFR 200 APPENDIX II CONTRACT PROVISIONS FOR NON-FEDERAL ENTITIES: (a) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." (b) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction'). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or Recipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. DRF 25-25438 Grant Agreement Page 28 of 51 COSH' CONTRACT # 25-193.00 (c) Contract Work I lours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (d) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or Recipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or Recipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. (e) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (f) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., P. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (g) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352}--Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other DRF 25-25438 Grant Agreement Page 29 of 51 COSV CONTRACT # 25-193.00 award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non - Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. AFFIRMATIVELY FURTHERING FAIR HOUSING .>t (a) Implement Fair Housing Laws and affirmatively market services to otherwise qualified persons, without regard to age, sex, color, ethnic origin, religion, disability or familial status; I, the authorized representative, affirm that I have read and fully understand the applicable portions of the above Acts. I furthermore affirm that neither the Recipient, the services provided by the Recipient, the physical location in/on, where any of these services are rendered, nor any other aspect of the Recipient's operations, violates the relevant provisions or explicit intent of the Acts. I understand that a failure to comply with any applicable certification may be grounds for termination of the contract agreement. Signature of Authorized Representative Printed Name of Authorized Representative J d k A H-4rvAall Date: /1- r a,- DRF 25-25438 Grant Agreement Page 30 of 51 COSV CONTRACT # 25-193.00 EXHIBIT B CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents of all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub - recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, United States Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Organization: � �4 p S(�i K aN p l9 Q I fI4 Street Address: /DalD S/jraguAG AVt City, State, Zip: 51,,�tfCA N VA ell /d� 9 ,7-oAt-1 /fos{. -4,- C e �:X .ti � r.-L Certified by: (Print Name) Title - _z r Date DRF 25-25438 Grant Agreement Page 31 of 51 EXHIBIT C 2 CFR PART 200 SUBPART F AUDIT CERTIFICATION FORM Audits of States, Local Governments, Indian Tribes and Non -Profit Organizations Contact Information Subrecipient Name: City of Spokane Valley Authorized Chief Financial Officer: Chelsie Walls, Finance Director Address: 10210 E Sprague Ave Email: cwalls@spokanevalleywa.gov Phone #: 509-720-5040 Purpose: As a pass -through entity of federal grant funds, SPOKANE COUNTY is required by 2 CFR Part 200 Subpart F to monitor activities of subrecipients to ensure federal awards are used for authorized purposes and verify that subrecipients expending $1,000,000 or more in federal awards during their fiscal year have met the 2 CFR Part 200 Subpart F Audit Requirements. Your entity is a subrecipient subject to such monitoring by SPOKANE COUNTY because it is a non-federal entity that expends federal grant funds received from SPOKANE COUNTY as a pass -through entity to cant' out a federal program. 2 CFR Part 200 Subpart F should be consulted when completing this form. Directions: As required by 2 CFR Part 200 Subpart F, non-federal entities that expend $1,000,000 in federal awards in a fiscal year shall have a single or program -specific audit conducted for that year. If your entity is not subject to these requirements, you must complete Section A of this form. If your entity is subject to these requirements, you must complete Section B of this form. When completed, you must sign, date and return this form with your grant agreement and every fiscal year thereafter until the grant agreement is closed. Failure to return this completed Audit Certification Form may result in delay of grant agreement processing, withholding of federal awards or disallowance of costs and suspension or termination of federal awards. SECTIONA: Entities NOT subject to the audit requirements oft CFR Part 200 Subpart F Our entity is not subject to the requirements of 2 CFR Part 200 Subpart F because (check all that apply): ❑ We did not expend $1,000,000 or more of total federal awards during the fiscal year. ❑ We are a for -profit agency. ❑ We are exempt for other reasons (describe): However, by signing below, I agree that we are still subject to the audit requirements, laws and regulations governing the program(s) in which we participate, that we are required to maintain records of federal funding and to provide access to such records by federal and state agencies and their designees, and that SPOKANE COUNTY may request and be provided access to additional information and/or documentation to ensure proper stewardship of federal funds. SECTION B: Entities that ARE subiect to the requirements of 2 CFR Part 200 Subpart F (Complete the information below and check the appropriate box We completed our last 2 CFR Part 200 Subpart F Audit on [enter date] 9/25/2025 for Fiscal Year ending [enter date 2024 ]. There were no findings related to federal awards from SPOKANE COUNTY. No follow-up action is required by SPOKANE COUNTY as the pass -through entity. A complete copy of the audit report, which includes exceptions, corrective action plan and management response, is either provided electronically to the SPOKANE COUNTY Office of Financial Assistance, is enclosed or is available online at: htt://www: sao.wa. ov ❑ We completed our last 2 CFR Part 200 Subpart F Audit on [enter date] for Fiscal Year ending [enter date] There were findings related to federal awards. A complete copy of the audit report, which includes exceptions, corrective action plan and management response, is either provided electronically to the SPOKANE COUNTY Office of Financial Assistance, is enclosed or is available online at: http://www: ❑ Our completed 2 CFR Part 200 Subpart F Audit will be available on [enter date] for Fiscal Year ending [enter date] . We will forward a copy of the audit report to SPOKANE COUNTY Office of Financial Assistance at that time or provide the state auditor report number: I hereby certify that I am an individual authorized by the above identified entity to complete this form. Further, I certify that the above information is true and correct and all relevant material findings contained in audit report/statement have been disclosed. Additionally, I understand this Form is to be submitted every fiscal year for which this entity is a subrecipient of federal grant funds from SPOKANE COUNTY until the grant agreement contract is closed. /^1 .0 n n Signature of Authorized Financial Official: O Date: Print Name & Title: 011 S (7ty1uyA c _e(- COSY CONTRACT # 25-193.00 EXHIBIT D DEBARMENT, SUSPENSION, INELIGIBILITY OR VOLUNTARY EXCLUSION CERTIFICATION FORM NAME I S �GN ll i Doing business as (DBA) ADDRESS Ave Applicable WA Uniform Federal Employer Tax / o9 10 C. s ra f�� P ao Procurement or Business Identification #: s P° xG,,e ;ra 1<y Solicit ion #, if any: Identifier (UBI) Al This certification is submitted as part of a request to contract. Instructions For Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transactions READ CAREFULLY BEFORE SIGNING THE CERTIFICATION. Federal regulations require contractors and bidders to sign and abide by the terms of this certification, without modification, in order to participate in certain transactions directly or indirectly involving federal funds. 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the department, institution or office to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable CFR, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under applicable CFR, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Non -procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business activity. DRF 25-25438 Grant Agreement Page 33 of 51 COSV CONTRACT # 25-193.00 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under applicable CFR, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transaction The prospective lower tier participant certifies, by submission of this proposal or contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this form. Contractor Signature: /�/' l� Date: Print Name and Title: 4o V11 Aapi MQ n e-t o rr DRF 25-25438 Grant Agreement Page 34 of 51 C10S%' C0\1 ltACT # 25-193.00 Attachment A: SCOPE OF SERVICE A. PROJECT DESCRIPTION The City of Spokane Valley (CoSV) will use DRF funds to meet and track required client outcomes for the street outreach intervention. CoSV will use awarded funded to subcontract street outreach program components to both Frontier Behavioral Health (Frontier) and Spokane Valley Police Department (SVPD) to engage in the funded activity aligning with COSV outreach model. DRF Grant funds will maintain Frontier contract including operational costs, Homeless Outreach Deputy Officers, CoSV Homeless/Housing Coordinator, and an Accounting & Finance Program Manager. Estimated Unduplicated Beneficiaries 0-30% = 600 31-50% = 120 51-80% = 80 B. ALLOWABLE ACTIVITIES/EXPENSES/REGULAT'IONS Eligible activities, also referred to as eligible cost categories, are the allowable uses of HCD Program funds. Approved costs are the budget line items (BLIs) specifically approved by HUD/Commerce in the recipient's grant agreement. A program can only expend HCD funds on approved costs. See CHG Guidelines, RCW 36.22.250, and/or 24 CFR Part 576 & 2 CFR Part 200 for additional information. C. PERFORMANCE MONITORING The RECIPIENT will be responsible for administering the project in a manner satisfactory to the County and in accordance with RCW 43.185C.050 and the Spokane City/Spokane County 2020-2025 Strategic Plan to Prevent and End Homelessness. Data Performance standards are established by the Five -Year Strategic Plan to Prevent and End Homeless as outlined in the Performance Management Plan (Plan), UNLESS, it is a project that may not be included in the Plan, then the RECIPIENT and COUNTY will determine what existing intervention data standards most closely align with the proposed project. Performance compliance will also include: Timely submission of Monthly Data Quality Reports (MDQR) and Quarterly Performance Reports (QPR). The QPR's will be shared, regularly but no less than quarterly, with the City of Spokane City Council, Spokane County, City of Spokane Valley, Continuum of Care Board, Board of County Commissioners, Housing & Community Development Advisory Committee, Community Housing and Human Services Board (CHHS), Homeless & Housing Task Force; and will be posted on a publicly facing dashboard via Spokane County's and The City of Spokane's website or its designee. Prior to making these reports public, the City will send them to the providers for their review. DRF 25-25438 Grant Agreement Page 35 of 51 COS\' CON'fltACT U 25-193.00 Attachment A: SCOPE OF SERVICE See Attachment E for additional guidance. Minimum Performance Requirements will also include (depending on the contracted project) attendance at applicable regional meetings, including (but not limited to): Outreach Huddle/Hotspotters, Continuum of Care Subcommittees, and the HMIS Committee. The COUNTY will monitor the performance of the RECIPIENT against program goals and performance measures as stated in attachment E. In signing this contact, Recipients agree to submit complete and timely monthly performance data and invoice submissions no later than the I Ot' of each month. DRF 25-25438 Grant Agreement Page 36 of 51 COS1' CONTIZ CT # 25-193M) ATTACHMENT B: BUDGET Any amendments to the budget must be requested in writing by the RECIPIENT and shall be submitted to the COUNTY's Contract Representative If approved, the COUNTY will notify the RECIPIENT in writing. Budgeted amounts shall not be shifted between categories or programs without written approval by the COUNTY, and any costs for completing the project over and above the amount awarded by the COUNTY shall be the responsibility of the RECIPIENT. Requests for amendments to the budget must be submitted in writing. This is not an exhaustive list of all eligible and/or allowable activities for CHG, DRF, or ESG For more information on eligible andallowable costs/activities, please refer to the CHG Guidelines, RC 36.22.250, or 24 CFR Part 576 - ESG. Organization: City of Spokane Valley Request: $463,776.00 Award: $180,186.00 Funding Source: Document Rec Fees Project/Activity (s): Street Outreach Period of Performance: 07/01/2025 - 06/30/2027 Approved Use of Funds: Street Outreach Operating Costs Personnel Costs (salaries, benefits, taxes) $140,000.00 Office Space $2,71S.00 Utilities $776.00 Supplies $1,939.00 Phone $1,029.00 Internet $400.00 Training $892.00 Equipment $1,939.00 Travel Flex Funding $16,879.00 Subtotal Operating Costs: $166,569.00 Administrative Costs Personnel (Salaries/Benefits) (Indirect cost) Fees $13,61T00 Subtotal Administrative Costs: $13,617.00 TOTAL PROJECT COST: $180,186.00 DRF 25-25438 Grant Agreement Page 37 of 51 COSH' CONTRACT 1t 25-I93.00 Attachment C: HMIS A. GENERAL RECIPIENT shall enter data into HMIS and abide by all stipulated guidelines, rules, and/or directions, as specified in the HMIS Policies and Procedures, the Agency Partnership Agreement, the Data Quality Plan, and any subsequent agreements, entered into before, or during, the term of this Agreement. Failure to enter data into HMIS will be considered a breach of contract and the Agreement may be terminated pursuant to the contract terms. CITY HMIS stall will post the most current versions of all applicable documents, reports, and operational guidelines to www.spokanecmis.org. Communications regarding updates to the website will be distributed via e-mail to current HMIS users or those that opt -in to the HMIS listsery (those wishing to opt -in to the HMIS listsery should submit a request to HMIS@hsaokanecity.or_g). RECIPIENT should submit questions regarding participation in the HMIS, including data collection responsibilities, via the support request tool in the HMIS. Those without access to the HMIS should submit their question(s) to I1MIS(cbspokanecity.org. B. VIOLENCE AGAINST WOMEN ACT (VAWAUVICTIMS OF CRIME ACT (VACA) If the RECIPIENT is a designated Victim Service Provider, as defined under the Violence Against Women Act "VAWA" or the Victims of Crime Act "VOCA", the RECIPIENT must establish a comparable database that follows all HUD requirements. Upon request, the RECIPIENT must provide aggregated data to fulfil contractual performance measures and validation of overall data quality within the comparable database. The HMIS Program Manager is responsible for certifying a database as "comparable". C. DATA QUALITY The RECIPIENT shall enter data into the Homeless Management Information System for every client served under this Agreement in accordance with current HUD/HMIS Data Standards, the Data Quality Plan, and other quality/completeness standards as established by the local Continuum of Care. Client records shall be submitted and updated, as required, no less frequently than monthly on or before the loth day of each month. HMIS required data elements are determined by the funder and the HMIS Committee of the Continuum of Care Board. D. HMIS TRAINING The RECIPIENT shall ensure that all applicable staff are fully trained to operate in the HMIS within ninety (90) days of providing services under this Agreement. Visit the City of Spokane HMIS Training website to register for training and for more information. DRF 25-25438 Grant Agreement Page 38 of 51 C0S\' CONTRACT a 25-193.00 Attachment C: HMIS E. PROJECT BED/UNIT INVENTORY RECIPIENT staff that are responsible for maintaining and/or updating the housing inventory will respond promptly to questions regarding housing inventory posed by either City of Spokane or Spokane County staff. All unit information shall be updated within forty-eight (48) hours of an occupancy change, or at whatever frequency is determined by mutual agreement between the RECIPIENT and COUNTY. RECIPIENTS who receive awards for Night -by -Night Emergency Shelters are responsible for the use of and operation of the HMIS-based housing tool. F. REPORTING REQUIREMENTS The RECIPIENT shall verify the accuracy and completeness of all data within twenty (20) days of the termination of this Agreement. The RECIPIENT shall communicate acknowledgement to the CITY that data is as accurate and complete as possible by sending notice in the form of an email communication to chhsreports@spokanecity.org including the grant identifier of the project. RECIPIENT shall submit data required for the following reports (as applicable per funding source); • Annual Performance Report (APR) • Annual Homeless Assessment Report (AHAR) • Commerce Annual Report • Housing Inventory Count (HIC) • Annual Point -in -Time Count (PIT) • System Performance Measures Report (SPM) • Longitudinal Systems Analysis (LSA) RECIPIENT will fulfill other reporting obligations as identified by the COUNTY, City of Spokane HMIS, or HMIS Committee of the CoC Board. DRF 25-25438 Grant Agreement Page 39 of 51 ('O5N' CONTRACT ft 25-193.00 Attachment D: COORDINATED ENTRY A. PARTICIPATION Homeless housing and homelessness prevention projects funded by, but not limited to, the fund sources listed below must participate in CE as an access point or by accepting referrals. Participating in projects accepting referrals must fill openings exclusively through the CE system and eliminate all side doors. • Consolidated Homeless Grant (CHG) • Fedcral Emergency Solutions Grant (F,SG) • If the Recipient is a county government, homeless housing projects funded by local homeless housing surcharge revenue (local document recording fees) must also participate in the CE system. It is recommended that all homeless housing and homelessness prevention projects within the crisis response system participate in the CE system. B. EXCEPTIONS The following are not required to participate in Coordinated Entry (CE) as an access point or by accepting referrals: • Victim Service Providers • Emergency Shelter Projects • Homelessness Prevention Projects IF ---the county has enough funding to serve all households at risk of homelessness in need of services OR ---the project is operated by a By and For organization By and For organizations may include ethnic and racial minorities; immigrants and refugees; individuals who are lesbian, gay, bisexual, and transgender; individuals with disabilities or who are deaf; and Native Americans. c. PRIORITIZATION At a minimum, criteria used by the CE system to determine prioritization for homeless households must include: • Chronic homelessness as defined by HUD • Length of time homeless • Unsheltered homelessness DRF 25-25438 Grant Agreement Page 40 of 51 CUSV CONTRACT tt 25-193.00 Additional criteria used for prioritization may include: • Vulnerability to illness or death • Vulnerability to victimization, including physical assault, trafficking, or sex work D. TRAINING The RECIPIENT shall ensure that all applicable staff are fully trained to administer the applicable Assessment Workflow and Prioritization Tool in HMIS prior to using the Coordinated Entry systems within ninety (90) days of providing services under this Agreement. Review of the WA0502 Spokane Regional Continuum of Care (CoC) Coordinated Entry Policies & Procedures for more information DRF 25-25438 Grant Agreement Page 41 of 51 COSY' CON'I*RACT tt 25-193.00 Attachment E: PERFORMANCE METRICS Pursuant to the "lnterlocal Agreement For A Collective Regional Effort Centered on the 5-Year Plan To End Homelessness", Spokane County Housing and Community Development (HCD) has an obligation to the Regional Homeless System to monitor and evaluate the performance of funded projects in accordance with the "Spokane Regional Continuum of Care Five -Year Performance Management Plan 2025-2030". Spokane County Recipients should familiarize program staff with the Performance Management Plan, specifically Providers' Responsibilities and Meeting Performance Objectives. Projects will be evaluated on a quarterly basis via the Homeless Management Information System (HMIS) generated Quarterly Performance Report (QPR). The QPR provides project -level performance information for each measure listed in this document. Spokane County will also monitor enrollment information for completeness (in accordance with HMIS Data Standards Manual) regularly throughout the period of performance, to ensure ongoing data quality. Projects that fail to maintain minimum performance standards or make progress towards system performance targets outlined by HCD shall be required to participate in a Corrective Action Planning process. During this process, HCD staff will evaluate applicable System Performance Metrics and provide the Recipient a reasonable amount of time to make progress towards a specific system performance target. Ongoing poor performance could result in a reduction or loss of project funding. DRF 25-25438 Grant Agreement Page 42 of 51 COSY CONTRACT # 25-193.O0 Attachment E: PERFORMANCE METRICS The following tables outline Project Performance Measures by Intervention Type: Emergency Shelter Projects Performance Measures 11 Measure Minimum Performance Standard System Performance Target Length of Time Emergency Shelter (ES) projects Emergency Shelter (ES) projects will have Homeless in ES will have an average length of an average length of stay of no more (SPM Metric 1a.1) stay of no more than 90 days than 30 days At least 40% of persons in ES At least 50% of persons in ES projects Exits to Permanent projects will move into will move into permanent housing at Housing permanent housing at exit exit (SPM Metric 7b.1) Returns to ES projects will have no more than ES projects will have no more than 10% Homelessness 200A of adults who exited to of adults who exited to permanent (SPM Metric 2b) permanent housing return to housing return to homelessness within homelessness within two years of two years of exit exit Employment and At least 35% of person in ES At least 50% of person in ES projects will income Growth (SPM projects will gain or increase gain or increase employment or non - Metric 4.6) employment or non -employment employment cash income at exit, when cash income at exit, when they they have a Date of Engagement. have a Date of Engagement. Average Length of The average length of time for The average length of time for persons Time persons enrolled in ES projects enrolled in ES projects between to Date of between enrollment and the enrollment and the person's date of Engagement person's date of engagement shall engagement shall be no greater than 10 (Local Measure) be no greater than 30 days days DRF 25-25438 Grant Agreement Page 43 of 51 COSV' ( ()Nl It-1(f 2�;-193.00 Attachment E: PERFORMANCE METRICS Continuous Stay Emergera':V Shelter Projects Performance Measures Measure Minimum Performance Standard System Performance Target Continuous Stay Emergency Shelter Continuous Stay Emergency Shelter Length of Time (CSES) projects will have an average (CSES) projects will have an average Homeless in ES length of stay of no more than 90 length of stay of no more than 30 days days (SPM Metric 1a.1) At least 55% of persons in CSES At least 80% of persons in CSES Exits to Permanent projects will move into permanent projects will move into permanent Housing housing at exit housing at exit (SPM Metric 7b.1) CSES projects will have no more CSES projects will have no more Returns to than 20% of adults who exited to than 10% of adults who exited to Homelessness permanent housing return to permanent housing return to homelessness within two years of homelessness within two years of (SPM Metric 2b) exit exit The average numbers of persons The average numbers of persons Average Rate of enrolled in CSES projects per night enrolled in CSES projects per night Utilization will represent no less than the 85% will represent no less than the 95% of projects' total bed inventory of projects' total bed inventory (Local Measure) At least 40% of person in CSES At least 50% of persons in CSES Employment and projects will gain or increase projects will gain or increase Income Growth (SPM employment or non -employment employment or non -employment Metric 4.6) cash income or at exit. cash income or at exit. DRF 25-25438 Grant Agreement Page 44 of 51 COSV CONTItACT # 25-193.00 Attachment E: PERFORMANCE METRICS easure inimum Performance Standard System Performance Target uccessfully At least 55% of persons in Homeless At least 80% of persons in Homeless iverted from the Diversion projects are successfully diverted Diversion projects exit to permanent omeless System housing at program exit. Includes both xits to PH and emp stays with riends and a m ily) Local Measure)_ eturns to Diversion projects will have no more than Diversion projects will have no more omelessness % of persons who exited to permanent than 5% of persons who exited to Local Measure) housing return to homelessness within 1 permanent housing return to ear. homelessness within 1 year. +E+ss Prevention Projects Performance measures; rep,stare Minimum Performance Standard ystem Performance Target oyment and At least 20% of persons in HP projects At least 40% of persons in HP projects ncome Growth will gain or increase employment or will gain or increase employment or SPM Metric 4.6) on -employment cash income at exit. non -employment cash income at exit Nits to Permanent At least 70% of persons in Homeless At least 80% of persons in Homeless ousing Prevention projects exit to permanent Prevention projects exit to permanent Local Measure) housing at program exit. housing at program exit. eturns to Homeless Prevention projects will have Homeless Prevention projects will omelessness no more than 10% of persons who have no more than 15% of persons Local Measure) xited to permanent housing return to ho exited to permanent housing homelessness within six months of the return to homelessness within six nrollment exit date. months of the enrollment exit date. DRF 25-25438 Grant Agreement Page 45 of 51 COS\' CO.N'H4AC'1' i$ 25-193.00 Attachment E: PERFORMANCE METRICS It mwi_.� #3; Measure inimum Performance System Performance Target tandard rmanent t least 40% of persons in Street t least 50% of persons in Street Outreach SPM Metric utreach (50) projects will move (SO) projects will move into permanent a.1) into permanent housing at exit. housing at exit. _ Average time from The average length of time from The average length of time from date of Date of Engagement date of engagement to successful engagement to successful exit is 60 days. o Successful Exit exit is 90 days. Changed from Average Length of Time to Date of Engagement) (Local Measure) Exits to Temporary or At least 25% of persons in SO At least 30% of persons in SO projects will Institutional Settings projects will move to certain move to certain temporary and institutional SPM Metric 7a.1) temporary and institutional settings at program exit. settings at program exit uccessful Exits from t least 55% of persons in SO At least 65% of person in SO projects will Street Outreach (SPM projects will move into move into permanent housing or to certain Metric 2b) permanent housing or to certain temporary housing and institutional settings at temporary and institutional program exit. (Change from 80%) settings at program exit. Returns to SO projects will have no more SO projects will have no more than 10% of Homelessness (SPM than 20% of adults who exited to adults who exited to permanent housing Metric 2b) permanent housing return to return homelessness within two years of homelessness within two years exit. f exit Serving those with At least 64% of persons served by At least 75% of persons served by SO he Long Lengths of SO projects will have lengths of projects will have lengths of Homelessness homelessness greater than 12 homelessness greater than 12 months. (Local Measure) months. J DRF 25-25438 Grant Agreement Page 46 of 51 ,ment and At least 35% of person in SO Growth (SPM projects will gain or increase 4.6) employment or non - employment cash income at exit when they have a Date of COSH' CO.N'I'It V 1 N 2;_193.00 least 50% of persons in SO projects will n or increase employment or non- iployment cash income at exit when they ve a Date of Engagement. Attachment E: PERFORMANCE METRICS .. � . --.._ easure Minimum Performance Standard System Performance h of Time ,less in TH Metric 1a.2) to Permanent ing (SPM Metric :mployment and ncome Growth SPM Metric 4.6) :urns to melessness (SPM !tric 2b) Ferage Rate of .ilization (Local easure) Transitional Housing (TH) projects will have an average length of stay of no more than 160 days (270 for youth and young adult projects) At least 55% of persons in TH projects will move into permanent housing at exit least 35% of person in TH projects will n or increase employment or non- iolovment cash income or at exit TH projects will have no more than 10% of adults who exited to permanent housing return to homelessness within two years of exit The average numbers of persons enrolled in TH projects per night will represent no less than the 85% of projects' total bed inventory. Both unit and bed utilization. DRF 25-25438 Grant Agreement Page 47 of 51 Transitional Housing (TH) projects will have an average length of stay no more than 90 days (120 days for youth and young adults) At least 80% of persons in TH projects will move Into permanent housing at exit At least 50% of persons in TH projects will gain or increase employment or non -employment cash income or at exit TH projects will have no more than 5% of adults who exited to permanent housing return to homelessness within two years of exit The average numbers of persons enrolled in TH projects per night will represent no less than 95% of oroiects' total bed inventory C0SN' C0.NTWW I* q 2;-193.(H) Attachment E: PERFORMANCE METRICS d5 Measure inimum Performance Standard System Performance Target Rapid Placement into RH projects will place persons into RRH projects will place persons into Permanent Housing ermanent housing within 60 days of permanent housing within 90 days of Local Measure) roject entry project entry Exits to Permanent kt least 70% of persons entering RRH At least 80% of persons entering RRH housing (SPM Metric rojects will remain in permanent projects will remain in permanent 7b.1) ousing at exit housing at exit Employment and t least 20% of persons in RRH projects At least 40% of persons in RRH Income Growth (SPM will gain or Increase employment or projects will gain or increase Metric 4.6) on -employment cash income at exit employment or non -employment cash Specify Singles and Families) income at exit Returns to RRH projects will have no more than RRH projects will have no more than Homelessness (SPM 10% of adults who exited to 5% of adults who exited to permanent Metric 2b) permanent housing return to housing return to homelessness within homelessness within two years of exit two years of exit DRF 25-25438 Grant Agreement Page 48 of 51 COSV CON'1'1tAC 1' # 25-193.00 Attachment E: PERFORMANCE METRICS permanent 5upparthte Housing I other Permanent Housing Projeds Performan i inimum Performance Standard System Performance Target le��ure stoor Retention t least 93% of housed persons remain in At least 95% of housed persons ermanent ermanent Supportive Housing (PSH) remain in Permanent Supportive using roject or exit to permanent housing (PH) Housing (PSH) project or exit to SPM Metric 7b2) s of the end of the reporting period or at permanent housing (PH) as of the rogram exit end of the reporting period or at program exit Employment and Nt least 50% of persons entering a PSH At least 55% of persons entering a Income Growth for 3roject will gain or increase employment PSH project will gain or increase stayers (SPM Metric r non- employment cash income during employment or non- employment 4.3) he reporting period or at annual cash income during the reporting ssessment period or at annual assessment Employment and t least 45% of persons entering a PSH At least 50% of persons entering a Income Growth for project will gain or increase employment PSH project will gain or increase Leavers r non- employment cash income at exit. employment or non- employment (SPM Metric 4.6) cash income at exit %nnual Income At least 25% of persons in a PSH project At least 30% of persons in a PSH rowth and/or Non will gain or Increase income or non -cash project will gain or increase income ash Benefits benefits (ie: food assistance) on an annual or non -cash benefits (ie: food Local Measure) basis. assistance) on an annual basis. eturns to SH projects will have no more than 5% of PSH projects will have no more than 3% Homelessness (SPM adults who exited to permanent housing of adults who exited to permanent Metric 2b) return to homelessness within two years of housing return to homelessness within exit I two years of exit DRF 25-25438 Grant Agreement Page 49 of 51 (*OSN' C0N I'IZ.%C 1' 9 25-I93.00 ge Rate of he average numbers of persons enrolled In The average numbers of persons ition (Local SH projects per night will represent no less enrolled in PSH projects per night will ure) han 85% of projects' total bed Inventory. represent no less than the 95% of projects' total bed Inventory easure applies to unit utilization and bed Attachment E: PERFORMANCE METRICS DRF 25-25438 Grant Agreement Page 50 of 51 ('OS\ CONTRAC 14 2f-193.00 toordinated Entry Performance Measures Measure Minimum Performance Standard System Performance Target At least 40% of referrals made by SHCA, HFCA and YYA CE to requesting providers Successful shall have a successful outcome. These referrals outcomes are to be managed by the CE Leads but the responsible party of entering (Local Measure) the outcome in HMIS is the requesting provider. Average Length The average length of time from date of of time from Assessment to Referral Placement shall be Assessment to no longer than 3D Days. Referral Placement (Local Measure) Average Length The average length of time from date of of Time from referral placement to referral outcome shall Date of Referral be no longer than 15 days. Placement to Referral Outcome (Local Measure) DRF 25-25438 Grant Agreement Page 51 of 51 At least 60% of referrals made by SHCA, HFCA and YYA CE to requesting providers shall have a successful outcome. These outcomes are to be managed by the CE Leads but the responsible party of entering the outcome in HMIS is the requesting provider. The average length of time from date of Assessment to Referral Placement shall be no longer than 45 Days. The average length of time from date of referral placement to referral outcome shall be no longer than 30 days.