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18-174.00 Valleyfest: Outside Agency Grant Is-n4 OUTSIDE AGENCY GRANT AGREEMENT WITH THE CITY OF SPOKANE VALLEY THIS AGREEMENT is made by and between the City of Spokane Valley,a non-charter code City of the State of Washington, hereinafter referred to as "City," and Valleyfest, hereinafter referred to as "Entity,"jointly referred to as "Parties." DEFINITION Fund(s). "Fund(s)"is defined as any amount of compensation derived from the monies of the City of Spokane Valley granted to Entity. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for Entity to receive funds from the City in order to provide economic development or social services within the City. 2. Administration. The City Manager or his designee shall administer and be the primary contact for Entity regarding terms of this Agreement. For good cause, as solely determined by City, City may direct that Entity is no longer entitled to the use of said funds and terminate this Agreement. 3. Representations. Entity shall use the funds received from City for economic development or social services solely for the purposes and in accordance with the proposal submitted by Entity to the City and its presentation to the City Council on September 18, 2018, incorporated herein by reference. Entity shall perform the services and work set forth in the proposal and presentation and promptly cure any failure in performance. City has relied upon the representations made by Entity in the proposal and presentation. By execution of this Agreement, Entity represents that the funds will be used for economic development or social services in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of City. City shall make decisions and carry out its other responsibilities in a timely manner. 4. Reporting. Entity shall file an annual report outlining and describing the use of the funds provided by City and the services provided and the benefits of such services to the community. The annual report shall be filed no later than January 31, 2020. 5. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Entity shall accept modifications consistent with state and local law when directed orally or in writing by the City Manager or his designee. 6. Term of Contract. This Agreement shall be in full force and effect upon full execution, and shalt remain in effect until terminated when(a)Entity expends all of the funds granted by City and(b) Entity provides the annual report required pursuant to Section 4 of this Agreement. Services and work set forth in the proposal and presentationshall be completed from January 1,2019 to December 31, 2019. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the City that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination,City shall cease and desist from distributing any further funds to Entity for work performed or otherwise and Entity may be required to reimburse the City for any funds expended for a purpose other than as stated in this Agreement. Page 1 of 6 7. Compensation. City agrees to reimburse Entity for out of pocket costs incurred in an amount not to exceed $49,687. 8. Payment. City shall reimburse Entity periodically upon presentation of an invoice to City. Entity shall be responsible for showing that the City funds were used for economic development or social services. Accordingly, the City shall not reimburse any expenses until Entity provides summary/cover sheet, a detailed description of the services, goods,or other costs incurred and expended, as well as copies of the invoices and receipts and proof of payment for which Entity is requesting reimbursement. In the event no invoice was provided to Entity, Entity shall provide an affidavit under penalty of perjury as to the detailed description of the use of the funds expended. Qualified expenditures shall be expended in calendar year 2019.The proof of expenses shall be forwarded to the Finance Director at the below stated address no later than January 15,2020. If the amount awarded is less than the requested amount in the application, Entity shall be reimbursed for line items or projects in the application up to the amount awarded. Also, Entity shall not be reimbursed for specific line items or projects in an amount greater than the budget submitted for that line item or project in the application. Entity is an independent contractor and shall be solely responsible for all employee payroll related costs or expenditures. No City funds may be used for employee payroll costs or expenditures. Entity shall assume all responsibility for maintain complete payroll records on programs where City funds have been used. If payroll costs are disallowed by the Washington State Auditor's office or another oversight agency, Entity shall reimburse the City for any City funds used in the program. City reserves the right to withhold payment of funds under this Agreement or to seek reimbursement of funds distributed under this Agreement which are determined in the reasonable judgment of the City Manager or his designee to be noncompliant with the scope of work, City standards, and City ordinances,or federal or state law. 9. Notice. Notice shall be given in writing as follows or such change in address as provided by either Party: TO CITY: TO ENTITY: Name: Chelsie Taylor, Finance Director Name: Peggy Doering Phone Number: (509)720-5040 Phone Number: (509)922-3299 Address: 10210 E. Sprague Ave. Address: PO Box 368 Spokane Valley, WA 99206 Spokane Valley, WA 99037 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state,and local laws,ordinances,and regulations. 11. Relationship of the Parties. It is understood, agreed and declared that Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method,and means in which the services are performed is solely within the discretion of Entity. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Entity. Entity shall be solely responsible for the conduct and actions of all employees of Entity under this Agreement and any liability that may attach thereto. 12. Insurance. Entity 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 Entity, its agents,representatives,employees or subcontractors. Page 2 of 6 A.Minimum Scope of Insurance. Entity 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(150)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 Entity will not transport any persons not directly related or affiliated with Entity,then Entity is only required to have automobile liability insurance to meet at least minimum Washington state requirements. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury and advertising injury. City shall be named as an additional insured under Entity's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Entity shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. If Entity 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 for each occurrence, and $2,000,000 for general aggregate. C.Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following provisions for automobile liability, professional liability and commercial general liability insurance: 1. Entity'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 in excess of Entity's insurance and shall not contribute with it. 2. Entity shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Entity. 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, Entity shall furnish acceptable insurance certificates to the City at the time Entity returns the 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. Entity shall be financially responsible for all pertinent deductibles, self- insured retentions,and/or self-insurance. F. Failure to Maintain Insurance. Failure on the part of the Entity to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving at Page 3 of 6 least five days' written notice to Entity to cure the breach, immediately terminate the Agreement or, at the City's discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to the City on demand,or at the sole discretion of the City, offset against funds due the Entity from the City. G. City Full Availability of Entity's Insurance Limits. If the Entity maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by the Entity, irrespective of whether such limits maintained by the Entity are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Entity. 13. Indemnification and Hold Harmless. Entity shall,at its sole expense,defend,indemnify, and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Entity, Entity's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Entity'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 pursuant to RCW 4.24.115. Entity'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) Entity, Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Entity,Entity's agents, subcontractors, subconsultants,and employees. Entity'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, 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. Entity specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation,or benefits payable to or for any third party under workers'compensation acts,disability benefit acts, or other employee benefits acts. Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by City, and does not include, or extend to, any claims by Entity's employees directly against Entity. Entity hereby certifies that this indemnification provision was mutually negotiated. 14. 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 Entity's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts,invoices,materials,payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 15. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power,right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative,and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the Page 4 of 6 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. 16. Assignment and Delegation. Neither Party shall assign, transfer or delegate any nor all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 17. Subcontracts. Except as otherwise provided herein, Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 18. Confidentiality. Entity may, from time to time, receive information which is deemed by the City to be confidential. Entity shall not disclose such information without the prior express written consent of the City or upon order of a Court of competent jurisdiction. 19. Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes between the City and Entity shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Entity 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 Entity's services under this Agreement. Entity further agrees that the Arbitrator(s)decision therein shall be final and binding on Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 20. 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). 21. 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. 22. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement,or have solicited,accepted or granted a present or future gift,favor,service or other thing of value from any person with an interest in this Agreement. 23. 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. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: Exhibit 1: Entity's proposal Exhibit 2: Insurance certificates The Parties have executed this Agreement thisaiday of n(Jy-fiat p4./ ,2018. CITY OF SPOKANE VALLEY Entity: 11267I8 Mark Calhoun,City Manager By: 7.ctc . Its: Authorized Representative Page5 of6 ATTEST: APPROVED AS TO FORM: _,..a IA^( ,c YUP ristine Bainbridge, City Clerk Office of o City Att ey Page 6 of 6 AMERICAN ALTERNATIVE INSURANCE COMPANY ADDITIONAL INSURED—DESIGNATED PERSON OR ORGANIZATION (GENERAL LIABILITY) Named Insured Non Profit Insurance Program(NPIP) Policy Number Endorsement Effective N1A2-RLL000013-09 6/1/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART This endorsement changes the policy effective on the Inception date of the policy unless another date is indicated above. Schedule Person or Organization(Additional Insured): As Per Schedule on file with Clear Risk Solutions,Underwriting Administrator Atm:Mark Calhoun City of Spokane Valley 11707 E Sprague Ave#106 Spokane Valley,WA 99206 Regarding use of City facilities and property for the festival.City of Spokane Valley is named as Additional Insured regarding this use only and is subject to policy terms,conditions and exclusions. A. With respects to the General Liability Coverage Part only,the definition of Insured In the Llabiity Conditions,Definitions and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above Schedule.Such Person or Organization is an Insured only with respect to liability for Bodily Injury,Property Damage,or Personal and Advertising Injury caused in whole or in part by your acts Of omissions or the acts a omissions of those acting on your behalf: 1. In performance of your ongoing operations:or 2. In connection with your premises owned or rented to you. B. The limits of Insurance applicable to the additional Insured are those specified in either the: 1. Written contract of written agreement:or 2. Declarations for this policy, whichever is less.These limits of Insurance are inclusive and not in addition to the limits Of Insurance shown in the Declarations. All other terms and conditions remain unchanged. Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. RL 2163 12/12 Page 1 of 1 3399923 Valli Revised E sxx• :l a311.13' ' $:3r3..m. xrrt vra neljiM 95..97"5 fRei ria rot v,ta4A *,' 'S,gILVii a b..nA i _.. # Aa wPyx r,a N fi tg rR °S _ 4t.h Fr Iy,t T,d_3"'r-g 4'kcjek, ,:h on a, ` s h 4,i b l A A a '3 s s 1 do �^ �Y+ P< s.`,a"'*.4 J 4kFdZ 9 'At :rs#4 , ,00 t' o x &x 84 B' �A A 4,B,r nth A*TM•.yam*I Kt h 41 A t a y A NI R IW • K:8 vµ d A MNenHT Mar rts,�tti FY�n �"4".4i..A a } 71'ts tI'f' 'W, %. . » , i',. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONYERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF COVERAGE DOES NOT CONSTRUE A CONTRACT BETWEEN THE ISSUING INSURER(S).AUTHORIZED REPRESENTAT NE OR PRODUCER,AND THE CERT IFICATE HOLDER. IMPORTANT the certificate holder is an ADDITIONAL INSURED,the Pdoy(iesl must be endorsed. If$UBROGRATION IS WANED,subject to the terms and mn&tionsor the PAW caarttan coverage may require an endorsement A statement on Ws cet cate does not confer rights to the waifcate holder in lieu of such endorse nera(s). GENERAL LIABILITY Clear Risk Solutions American Alternative Insurance Corporation,et al. 451 Diamond Drive Ephrata,WA 98823 AUTOMOBILE LIABILITY American Alternative Insurance Corporation,et al. e4seJu.. .. ....., .. Valleyfest American Alternative Insurance Corporation,et al. PO Box 368 MISCELLANEOUS PROFESSIONAL LIABILITY Spokane Valley,WA 99037 Princeton Excess and Surplus Lines Insurance Company THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED, NOT WRHSTANDING ANY REQUIREMENT, TERM OR E AFFORDED ON OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EXCLUSIONS CATS MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUAND CONDITIONS OF SUCH POLICIES. LIMBS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. y ""°` 7k F .3*Vt4S130.`2" 9rta 1r'bx ;volt COMMERCIAL GENERAL LIABILITY N1A2-RL-0000013-09 06/01/2018 06/01/2020 PER OCCURRENCEm $1,000,000 OCCURRENCE FORM PER MEMBER AGGREGATE $2,000,000 INCLUDES STOP GAP PRODUCTCO MP/OP $1,000,000 PERSONAL a ADV.INJURY $1,000000 (LIABILITY IS SUBJECT TO A$50000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $50004000 ANY AUTO NI-A2RL000001309 06/01/2018 06/01/2020 COMBINED SINGLE LIMIT $1,000,000 LIABILIYy+pIS SUBJECT TO A,500.000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE N1-A2-85-000001309 06101/2018 06101/2020 ALL RISK PER OCC EXCL EO&FL 915,000,000 EARTHQUAKE PER OCC EXCLUDED FLOOD PER OCC EXCLUDED (PROPERTY IS SUBJECT TO A$50000 SIR PAYABLE FROM PROGRAM FUNDS ANNUAL POOL AGGREGATE NONE N1A3RL000006009 06/01/2018 06/01/2020 PER CLAIM 4 EXCLUDED IABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $40000000 *J." , onits*tittotattvostiatswoott Regarding use of City facilities and property far the festival.City of Spokane Valley is named as Additional Insured regarding this use only and is subject to poky terms,conditions and exclusions. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF.NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLI CY PROVISIONS. �y�.�y-� �,yy�y ».+.n n .....H'i...S »+n .. .� �-.,--.�.Ma9YaMFN.�A9FRpppY,,,y��-m .m Can:Mark kaFDun ACity ttn: SpokaneValley Spokane airy, Ave 4106 Valley, WA 99206 3399922