18-183.00 Big Brothers Big Sisters: Outside Agency Grant18-i33
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 Big Brothers Big Sisters of the Inland
Northwest, 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 shall 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 presentation shall 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.
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7. Compensation. City agrees to reimburse Entity for out of pocket costs incurred in an
amount not to exceed $5,500.
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:
Name: Chelsie Taylor, Finance Director
Phone Number: (509) 720-5040
Address: 10210 E. Sprague Ave.
Spokane Valley, WA 99206
TO ENTITY:
Name: hriristensen
Phone Number: (509) 328-8310 x213
Address: 222 W Mission Ave, Suite 40
Spokane, WA 99201
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.
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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 (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 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
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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
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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 this ay of ✓ lam/" , 2018.
CITY OF SPOKANE VALLEY
6
Mark Calhoun, City Manager
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Entity:
By: , ,,v C -44r -4/.. st-a
Its: Authorized Representative
ATTEST: APPROVED AS TO FORM:
Christine Bainbridge, City Clerk
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Offic
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the City' M'torney
BBBSINW10
on Profit Insurance Program
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203.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
NOT AMEND, EXTEN D OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUE A CONTRACT
BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTAT IVE OR PRODUCER, AND THE CERT IFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGRATION IS WAIVED, subject to the terms and conditions of
the policy, certain coverage may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
COMPANIES AFFORDING COVERAGE
Clear Risk Solutions
451 Diamond Drive
Ephrata, WA 98823
INSURED
Big Brothers Big Sisters of the INW
222 W Mission #40
Spokane, WA 99201
GENERAL LIABILITY
American Alternative Insurance Corporation, et al.
AUTOMOBILE LIABILITY
American Alternative Insurance Corporation, et al.
PROPERTY
American Alternative Insurance Corporation, et al.
MISCELLANEOUS PROFESSIONAL LIABILITY
Princeton Excess and Surplus Lines Insurance Company
COVERAGES
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 WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH 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.
'TYPE OF INSURANCE
POLICY NUMBER
OLICY EFF
POLICY EXP
DATE
DESCRIPTION
LIMITS
GENERAL, LIABILITY
COMMERCIAL GENERAL LIABILITY N1 -A2 -RL -0000013.09
OCCURRENCE FORM
INCLUDES STOP GAP
06/01/2018
(LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
AUTOMOBILE LIABILITY
06/01/2020
PER OCCURRENCE
PER MEMBER AGGREGATE
PRODUCT -CO MP/OP
PERSONAL & ADV. INJURY
ANNUAL POOL AGGREGATE
$5,000,000
$10,000,000
$5,000,000
$5,000,000
$50,000,000
ANY AUTO N1 -A2 -RL -0000013.09 06/01/2018
(LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
PROPERTY
06/01/2020 COMBINED SINGLE LIMIT
ANNUAL POOL AGGREGATE
$5,000,000
NONE
N1 -A2 -RL -0000013-09 06/01/2018
(PROPERTY 15 SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
MISCELLANEOUS PROFESSIONAL LIABILITY
06/01/2020
ALL RISK PER OCC EXCL EQ & FL
EARTHQUAKE PER OCC
FLOOD PER OCC
ANNUAL POOL AGGREGATE
$75,000,000
EXCLUDED
EXCLUDED
NONE
N1 -A3 -RL -0000060.09 06/01/2018
(LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS)
06/01/2020 PER CLAIM
ANNUAL POOL AGGREGATE
$5,000,000
$40,000,000
DESCRPTION OF OPERATIONS/ LLOCATIONS / VEHICLES / SPECIAL ITEMS
Regarding grant funds to provide economic development or social services within the City. The City of Spokane Valley is named as
Additional Insured regarding these funds only and is subject to policy terms, conditions, and exclusions. Additional Insured
endorsement is attached. NPIP retained limit is primary and non-contributory.
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE
THE POLI CY PROVISIONS.
CERTIFICATE HOLDER ,; ..., ' . �_' ..
. AUTHORIZED REPRESENTATIVE_,..
City of Spokane Valley
10210 E Sprague Avenue
Spokane Valley, WA 99206
3492854
AMERICAN ALTERNATIVE
INSURANCE COMPANY
ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION
(GENERAL LIABILITY)
Named Insured
Non Profit Insurance Program (NPIP)
Policy Number
N1 -A2 -RL -0000013-09
Endorsement Effective
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
City of Spokane Valley
10210 E Sprague Avenue
Spokane Valley, WA 99206
Regarding grant funds to provide economic development or social services within the City. The City of Spokane Valley is named as
Additional Insured regarding these funds only and is subject to policy terms, conditions, and exclusions. Additional Insured
endorsement is attached. NPIP retained limit is primary and non-contributory.
A. With respects to the General Liability Coverage Part only, the definition of Insured in the Liability 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 or omissions or the acts or 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 Li mits of Insurance applicable to the additional Insured are those specified in either the:
1. Written contract or 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
3492855