18-065.00 Spokane Parks Foundation: Free Open Swim Days AGREEMENT FOR SERVICES
Spokane Parks Foundation
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of
Washington,hereinafter"City"and Spokane Parks Foundation,hereinafter"Foundation,"jointly referred to as
"Parties."
IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows:
1.Purpose. The Foundation has made changes to its"Make-A-Splash in a Kid's Life"program that supports
its commitment to funding swimming opportunities and lessons for all children. The Foundation desires to
work with the City to provide free open swim days at each of the City's three outdoor swimming pools.
2. Foundation Responsibilities. Foundation shall provide funding in the amount of$18,840 to allow the City
to provide one four-hour session of swimming free of charge to all patrons at each of its Park Road,Terrace
View,and Valley Mission outdoor pools each week from June 18 to August 26. The Foundation shall make
payment to the City no later than June 15, 2018. The Foundation shall provide three banners to the City to
hang at each of the City pools during the swim season. The banner design shall be approved by the City,but
may include the Foundation logo and City logo.
3. City Responsibilities. Upon receipt of payment,City shall provide one four-hour session of swimming free
of charge to all patrons at each of its Park Road,Terrace View,and Valley Mission outdoor pools from each
week from June 18 to August 26. The City shall be entitled to choose which day of the week and which four-
hour period shall be available for free swimming at each of its pools. The City shall provide a calendar of the
free swim dates and times to the Foundation,which shall distribute and publish it on the Foundation website.
The City shall post the calendar on its website and make it available for distribution to citizens as part of its
normal park and pool media materials. Media materials shall include a''/-page article with photo(s)describing
the City pools and any upcoming pool-related activities,along with information about what makes City pools
unique. The article shall be provided to the Foundation for distribution. The City shall post the Foundation's
logo on the City's website with a direct link to the Foundation's website. The City shall hang the Foundation-
provided banners at each of its pools during the swim season.
4. Administration. The City Manager or designee shall administer this Agreement.
5. Modifications. The City may modify this Agreement and order changes in the work whenever necessary or
advisable. Foundation 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. Foundation
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.
6. 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.
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 Foundation. In the event of termination without breach,the
City shall pay Foundation for all work previously authorized and satisfactorily performed prior to the
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termination date.
7. Notice. Notice shall be given in writing as follows:
TO THE CITY: TO THE FOUNDATION:
Name: Christine Bainbridge,City Clerk Name: Spokane Parks Foundation
Phone Number: (509) 720-5000 Phone Number: (509)326-5233
Address: 10210 East Sprague Avenue Address: 222 W. Mission, Suite 10
Spokane Valley,WA 99206 Spokane, WA 99201
8.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. Foundation warrants that its services shall confirm
to all federal, state, and local statutes and regulations.
9. Relationship of the Parties. It is understood and agreed that Foundation 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 Foundation. Any and all employees who provide services to the
City under this Agreement shall be deemed employees solely of Foundation. Foundation shall be solely
responsible for the conduct and actions of all its employees under this Agreement and any liability that may
attach thereto.
10.Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by
Foundation 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 Foundation shall have no liability for the use of the
Foundation's work product outside of the scope of its intended purpose.
11.Records. The City or State Auditor or any of their representatives shall have full access to and the right to
examine during normal business hours all of Foundation'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 final payment is made hereunder.
12.Indemnification and Hold Harmless. Foundation 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 Foundation,
Foundation's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,
subject only to the limitations provided below.
Foundation'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.
Foundation's duty to defend, indemnify, and hold City harmless against liability for damages arising out of
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such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b)
Foundation,Foundation's agents,subcontractors,subconsultants,and employees,shall apply only to the extent
of the negligence of Foundation,Foundation's agents,subcontractors, subconsultants, and employees.
Foundation'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.
Foundation 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,
Foundation's waiver of immunity under this provision extends only to claims against Foundation by City,and
does not include,or extend to,any claims by Foundation's employees directly against Foundation. Foundation
hereby certifies that this indemnification provision was mutually negotiated.
13.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.
14. 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.
15.Subcontracts. Except as otherwise provided herein,Foundation shall not enter into subcontracts for any
of the work contemplated under this Agreement without obtaining prior written consent of the City.
16.Confidentiality. Foundation may,from time-to-time,receive information which is deemed by the City to
be confidential. Foundation shall not disclose such information without the prior express written consent of the
City or upon order of a Court of competent jurisdiction.
17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes
between the City and Foundation shall be resolved in the Superior Court of the State of Washington in
Spokane County. Notwithstanding the foregoing, Foundation 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 Foundation's services under this Agreement. Foundation further
agrees that the Arbitrator(s)'decision therein shall be final and binding on Foundation and that judgment may
be entered upon it in any court having jurisdiction thereof
18. 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).
19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the
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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.
20.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.
21.Business Registration. Prior to commencement of work under this Agreement,Foundation shall register
with the City as a business if it has not already done so.
22.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.
The Parties have executed this Agreement this Z3 day of April, 2018.
CITY OF SPOKANE VALLEY Spokane Parks Foundation
edik&r/t
Mark Calhoun, City Manager By:
Its: Authorized Representative
ATTEST:
Christine Bainbridge, City Clerk
APPROVED AS TO FORM:
Office of City Att
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