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17-037.00 Eastern WA Orienteering Club: Recreational Svcs 11-(41 AGREEMENT FOR RECREATIONAL SERVICES Eastern Washington Orienteering Club THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Eastern Washington Orienteering Club,hereinafter"Contractor,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Work to Be Performed. Contractor shall provide all labor,services,and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Contractor. Prior to commencement of work,Contractor shall contact the City Manager or designee to review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee,Contractor shall commence work,perform the requested tasks in the Scope of Services, stop work, and promptly cure any failure in performance under this Agreement. B. Representations. The City has relied upon the qualifications of Contractor in entering into this Agreement. By execution of this Agreement,Contractor represents it possesses the ability,skill,and resources necessary to perform the work and is familiar with all current laws,rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of the City. Contractor represents that the compensation as stated in paragraph 3 is adequate and sufficient • compensation for its timely provision of all services required to complete the Scope of Services under this Agreement. Contractor shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Contractor shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Contractor shall exercise the degree of skill and diligence normally employed a person or entity performing the same or similar services at the time such services are performed. D. Modifications. The City may modify this Agreement and order changes in the work whenever necessary or advisable. Contractor will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Contractor shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by the City. Contractor shall complete its work within by December 31,2017,unless the time for performance is extended in writing by the Parties. Agreement for Recreational Services Page 1 of 7 Either party may terminate this Agreement for material breach after providing the other party with at least 10 days'prior notice and an opportunity to cure the breach. The City may,in addition,terminate this Agreement for any reason by at least 10 days'written notice to Contractor. In the event of termination without breach,the City shall pay Contractor for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. There will be no compensation paid by the City to the Contractor for this program. 4. Payment. N/A 5. Notice. Notice shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Name: Christine Bainbridge, City Clerk Name: Eastern Washington Orienteering Club Phone Number: (509)921-1000 Phone Number: (509) 838-7078 Address: 11707 East Sprague Ave, Suite 106 Address: PO Box 944 Spokane Valley,WA 99206 Spokane,WA 99210 (After September 1,2017: 10210 East Sprague Avenue Spokane Valley, WA 99206) 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws and regulations. Contractor warrants that its designs,construction documents,and services shall confirm to all federal, state,and local statutes and regulations. 7.Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor, and not the agent or employee of the City,that the City is interested in only the results to be achieved,and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of Contractor. Any and all employees who provide services to the City under this Agreement shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 8. Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Contractor under this Agreement shall be the property of the City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The City shall be permitted to retain these documents,including reproducible camera-ready originals of reports,reproduction-quality mylars of maps,and copies in the form of computer files,for the City's use. The City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement,provided that the Contractor shall have no liability for the use of the Contractor's work product outside of the scope of its intended purpose. 9.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date fmal payment is made hereunder. Agreement for Recreational Services Page 2 of 7 10. Insurance. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. If use of vehicles pursuant to the Agreement is only incidental,and Contractor will not transport any persons not directly related or affiliated with Contractor,then Contractor is only required to have automobile liability insurance to meet at least minimum Washington state requirements. 2.Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. The City shall be named as an insured under Contractor's commercial general liability insurance policy with respect to the work performed for the City. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. If Contractor will not use its vehicles in the performance of this Agreement, automobile liability insurance is only required to meet Washington statutory minimum requirements. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 each occurrence, $2,000,000 general aggregate. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain,the following provisions for automobile liability,professional liability and commercial general liability insurance: 1. Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by the City shall be excess of Contractor's insurance and shall not contribute with it. 2. Contractor shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Contractor. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to the City at the time Contractor returns the Agreement for Recreational Services Page 3 of 7 signed Agreement. The certificate shall specify all of the Parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to the City. Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 11.Indemnification and Hold Harmless. Contractor shall,at its sole expense,defend,indemnify,and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs,attorney's fees and costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Contractor, Contractor's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Contractor's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Contractor's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a) City or City's agents or employees, and(b)Contractor, Contractor's agents, subcontractors, subconsultants, and employees, shall apply only to the extent of the negligence of Contractor, Contractor's agents, subcontractors, subconsultants, and employees. Contractor's duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,losses, and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,and the reasonable value of any services rendered by the office of the City Attorney,outside consultant costs,court costs,fees for collection,and all other claim-related expenses. Contractor specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, Contractor's waiver of immunity under this provision extends only to claims against Contractor by City,and does not include,or extend to, any claims by Contractor's employees directly against Contractor. Contractor hereby certifies that this indemnification provision was mutually negotiated. 12.Waiver. No officer, employee,agent, or other individual acting on behalf of either party has the power, right,or authority to waive any of the provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions,nor shall it affect the validity of this Agreement or any part thereof. 13. Assignment and Delegation. Neither party may assign, transfer, or delegate any nor all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 14.Subcontracts. Except as otherwise provided herein,Contractor shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written consent of the City. Agreement for Recreational Services Page 4 of 7 15. Confidentiality. Contractor may,from time-to-time,receive information which is deemed by the City to be confidential. Contractor shall not disclose such information without the prior express written consent of the City or upon order of a Court of competent jurisdiction. 16. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between the City and Contractor shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Contractor agrees that it may, at the City's request, be joined as a party in any arbitration proceeding between the City and any third party that includes a claim or claims that arise out of,or that are related to Contractor's services under this Agreement. Contractor further agrees that the Arbitrator(s)' decision therein shall be final and binding on Contractor and that judgment may be entered upon it in any court having jurisdiction thereof. 17. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 18. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified,or altered except in writing signed by the Parties hereto. 19.Anti-kickback. No officer or employee of the City,having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 20. Business Registration. The business registration requirement is being waived because there are no fee's being collected by the Contractor. As such, Contractor is not doing business in the City. 21.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section, sentence,clause, or phrase of this Agreement. 22. Exhibits. Exhibits attached and incorporated into this Agreement are: 1. Scope of Services 2. Insurance Certificates Agreement for Recreational Services Page 5 of 7 4k The Parties have executed this Agreement this 4 day of March,2017. CITY OF SPOKANE VALLEY Contractor: US Orienteering Federation )Aaikt, CA,ai Mark Calhoun, City Manager By: / • n Beck /Eastern Washington Orienteering Club PO Box 944 Spokane, WA 99210 Its: Authorized Representative ATTEST/ ., . .. k 1 Christine Bainbridge,City Clerk APPROVED AS TO FORM: ..7. p.. /:....,,...,x, Office e City ey Agreement for Recreational Services Page 6 of 7 Exhibit A US Orienteering Federation will be offering Orienteering Classes through Spokane Valley Parks and Recreation utilizing CenterPlace Regional Event Center and Mirabeau Meadows Park. US Orienteering Federation is taking no monetary compensation for teaching the classes;registration fees go directly to the Parks and Recreation Department. Classes being offered are as follows: Orienteering Basics Classroom instruction is followed by an opportunity to test new skills on an outdoor course in Mirabeau Meadows. Date: Saturday, April 22, 2017 Time: 9:30—Noon Intermediate to Advanced Orienteering Class for people already familiar with topographic maps and how to use a compass,or who are also taking the Orienteering Basics Class. Classroom instruction is followed by an opportunity to test new skills on an outdoor course in Mirabeau Meadows. Date: Saturday,April 22,2017 Time: 1-3:30pm Fee: $20 for one class or$30 for both classes Agreement for Recreational Services Page 7 of 7 USORIEN-01 LGEORGE A m DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/19/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NA RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER N cQME:NrACT Lori George ON Loomis&LaPann,Ind. (NCC, o,Ext):(518)792-6561I FAX No):(518)792-3426 228 Glen Street,PO Box 2158 Glens Falls,NY 12801 E-NIAIL ADDRESS:I eor a loomisla ann.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Houston Casualty Company 42371 INSURED INSURER B: US Orienteering Federation and Its Member Clubs dba INSURER C: Orienteering USA Po Box 505 INSURER D: Riderwood,MD 21139 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VNTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE ADDL SUER POLICY NUMBER /YPOLICY EFF POLICY EXP LIMITS OF W INSURANCE INSD VD (MM/DDYYYI (MMIDD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR X 17/7006167 01/01/2017 01/01/2018 RIO ISES(Er:CI'Te nce) $ 300,000 MED EXP(Any one person) $ 5,000 PERSONAL 8 ADV INJURY 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE i 5,000,000 POLICY X JELL LOC PRODUCTS-COMP/OP AGG i 2,000,000 OTHER: $ D AUTOMOBILE LIABILITY (Ea acB.IcidenSINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY _ AUTOS yN LY (Ip pBODILY INJURY(Per accident) $ AUTOS ONLY AUTOS yON -err PROPERTYtpAMAGE $ $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PERTl1TE ETH H- AND EMPLOYERS'LIABIUTY Y/N ANFlPROPRIETOR/PARTNER/EXECUTIVE RRO/PRIETOR EXR NER/E ECUTIVE NIA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ • If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) EVENT NAME:Eastern Washington Orienteering Club Event EVENT DATE:April 22,2017 EVENT LOCATION:Mirabeau Point Park Certificate Holder is named as additional insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 2426 N Discovery Place Spokane,WA 99216 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AW Ro® VEHICLE OR EQUIPMENT CERTIFICATE OF INSURANCE DATE`MI°UDDIVYYY) 03/09/2017 This CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. This form is used to report coverages provided to a single specific vehicle or equipment.Do not use this form to report liability coverage provided to multiple vehicles under a single policy.Use ACORD 25 for that purpose. PRODUCER CONTACT NAME: KATHY KNECHTGES State&17/7 KATHY KNECHTGES INSURANCE AGENCY INC (AN1c�No,Ext. 509 468-8383 rAjc•No: 509 467-4632 7307 N DIVISION ST STE 301 E-MAIL o IDRESS: kathy@kathysf.com SPOKANE,WA 99208 PRODUCER CUSTOMER ID ar: INSURER(S)AFFORDING COVERAGE NAIC 0 INSURED INSURER A: State Farm Mutual Automobile Insurance Company 25178 JOHN H BECK INSURER B: 620 W 7TH AVE APT 302 INSURER C: SPOKANE,WA 99204 INSURER D: INSURER E: DESCRIPTION OF VEHICLE OR EQUIPMENT YEAR MAKE/MANUFACTURER MODEL. BODY TYPE VEHICLE IDENTIFICATION NUMBER 2013 HONDA ACCORD 4 DR 1HGCR2F34DA233168 DESCRIPTION VEHICLE/EQUIPMENT VALUE SERIAL NUMBER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICY(IES)OF INSURANCE LISTED BELOW HAS/HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD(S)INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICY(IES)DESCRIBED HEREIN IS/ARE SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICY(IES). INSR ADD'L POUCY EFFECTIVE POUCY EXPIRATION LTR WEED TYPE OF INSURANCE POLICY NUMBER DATE(MAUDD/YYYY) DATE(MM/DD/YYYY) LIMITS X I VEHICLE LIABILITY COMBINED SINGLE UNIT $ BODILY INJURY(Per person) $ 100,000 1 275 9894-B18-47E 02/18/2017 08/18/2017 BODILY INJURY(Per accident) $ 300,000 PROPERTY DAMAGE $ 50,000 GENERAL LIABILITY EACH OCCURENCE S OCCURRENCE GENERAL AGGREGATE $ CLAIMS MADE S INSR LOSS POLICY EFFECTIVE POLICY EXPIRATION LTR PAYEE TYPE OF INSURANCE POLICY NUMBER DATE(MMIDD/YYYY) DATE(MM/DOIYYYY) LIMITS!DEDUCTIBLE X VEH COLLISION LOSS275 9894-B18-47E 02/18/2017 08/18/2017 ❑ACV 0 AGREED AMT S LIMIT ❑ 0 STATED AMT $500 DED X VEH COMP I I VEH OTC 275 9894-818-47E 02/18/2017 08/18/2017 0 ACV 0 AGREED AMT LIMIT S ❑ 0 STATED AMT S 500 DED EQUIPMENT 0 ACV 0 AGREED AMT $ LIMIT BASIC — BROAD ❑RC ❑STATED ANT $ DED SPECIAL 0 REMARKS(INCLUDING SPECIAL CONDITIONS/OTHER COVERAGES)(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) ADDITIONAL INTEREST CANCELLATION Select one of the following: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED The additional interest described below has been added to the policy(les)listed herein by policy number(s). BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE A request has been submitted to add the additional Interest described below to the potcy(ies) DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. listed herein by polity number(s). VEHICLE!EQUIPIENT INTEREST: LEASED FINANCED DESCRIPTION OF THE ADDITIONAL INTEREST NAME AND ADDRESS OF ADDITIONAL.INTEREST ADDITIONAL INSURED LOSS PAYEE LENDER'S LOSS PAYEE LOAN/LEASE NUMBER AUTHORIZfrL .401111111111b © - 115 AG:RD CORPORATION.All rights _served. ACORD 23(2016/03) The ACORD name and logo are registered marks of ACORD 1004361 142987.3 01-28-2016