19-172.00 SV Heritage Museum: Outside Agency Grant II" 7Z
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 Spokane Valley Heritage Museum,
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 17, 2019, 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 31.2021.
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 1,2020 to December 31, 2020.
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 $9,326.
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 2020 The proof of expenses shall be forwarded to the Finance Director
at the below stated address no later than January 15,2021.
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: Jayne Singleton, Director
Phone Number (509) 720-5040 Phone Number: (509)922-4570
Address' 10210 E. Sprague Ave Address: PO Box 141341
Spokane Valley, WA 99206 Spokane Valley, WA 99206
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.
I. 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.
I. 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 (b1 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 thiseday of L ,2019.
CITY OF SPOKANE VALLEY Entity:q C`xi Vat sut<KIR
i
.fic 11701
Mar Calhoun, City Manager By: /
ts: Authorized Representative
Pages of 6
ATTEST APPROVED AS TO FORM:
IN . ,e
Christine Bainbridge, ity Clerk / Office o e City A ey
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nco d CERTIFICATE OF LIABILITY INSURANCE 11//11 D149//20192019
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TNS 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 CERTEICATE OFF INSURANCE DOES NOT CONSTIPJTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: IT the certificate Nona,is an ADDITIONAL INSURED,the pollcy(Nq meat be*SEome&. N SUBROGATION IS WAIVED.subject to
the tonna and conditions of the pony,OMMn pollaee may require an aWonmlwR. A statement on this certificate does not confer 11916 to the
certificate holder hi lieu of such andoma ent(s).
ASSOCIATED AGENTS GROUP PRODUCER I RM]IGVV WilliamsFAx
PO Box 13008 P DM (509) 928-7528 IMC No(509) 924-4786
Spokane Valley, WA 99213 aoDRESB9rilliama@aagi.ua
MrlaEmal AFIRAMw cornea nNns
INSURER A Hartford
sameO Spokane Valley Heritage Museum "ISMER B
Po Box 141341 _ INSURER
Spokane Valley, WA 99214 INSURER
509 217 2737 INSURERE
(509)922-4570 INSURER
COVERAGES CERTIFICATE NUMBER REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE ENSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WDH 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,
EXCLUSIONSAND CONDMONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED
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Certificate Holder also listed as additional insured. City of Spokane Valley also listed as
additionally insured
CERTIFICATE HOLDER CANCELLATION
SHOIRD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Spokane Valley THE ENPMTION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WAIL THE POLICY PROVISIONS
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