18-173.00 Widows Might: Outside Agency Grant 7�
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 Widows Might,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$21,546.
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: Wes Teterud,President
Phone Number: (509)720-5040 Phone Number: (509)922-4535
Address: 10210 E. Sprague Ave. Address: PO Box-44905 1`{o S(
Spokane Valley, WA 99206 Spokane Valley, WA 99214
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 deemedemployees 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. 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,
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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.
13. 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.
14. 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
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.
15. 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.
16. 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.
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17. 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.
18. 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.
19. 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).
20. 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.
21. 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.
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.
23. Exhibits. Exhibits attached and incorporated into this Agreement are:
Exhibit 1: Entity's proposal
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The Parties have executed this Agreement this4,1 day of Q,k(,(Aj, ,2019.
CITY OF SPOKANE VALLEY Entity: l,U Wo Go 5 illi 6 fl-T-
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Mark Calhoun, City Manager By:
Its: Authorized Representative
ATTEST: APPROVED AS TO FORM:
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Christine Bainbridge, ity Clerk Offi1,fthe 1 1rney
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