21-171.00 Spokane Valley Partners: Outside Agency GrantFL,
21-171.00
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 Partners, 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 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 21, 2021, 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 summary 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 summary report shall be filed no later than January 31,2023.
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 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 1,2022 to December 31,2022.
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$36,945.
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. For any
payroll related reimbursement requests, a description of the work performed for the hours being requested
must be submitted, along with any timesheets or similar payroll documents. 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 incurred in calendar year 2022 and paid
by Entity no later than January 15,2023.City shall not reimburse any expenditures incurred prior to or after
calendar year 2022 or paid after January 15,2023. The proof of expenses and payment shall be forwarded
to the Finance Director at the below stated address no later than January 21, 2023.
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. Entity shall assume all responsibility for maintaining 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 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: Cal Coblentz,CEO
Phone Number: (509) 720-5040 Phone Number: (509)927-1153 ext 13
Address: 10210 E. Sprague Ave. Address: 10814 E Broadway Ave
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.
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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.
A. Minimum Scope of Insurance. Entity's required insurance shall be of the types and coverages
described below:
1. Automobile liability insurance covering all owned, non-owned, hired, and leased
vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA
00 01.
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$1,000,000 per accident.
2. Commercial general liability insurance shall be written with limits no less than
$2,000,000 each occurrence,and$2,000,000 general aggregate.
C. Other Insurance Provisions. The Entity's policies are to contain, or be endorsed to contain,the
following provisions for automobile 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 self-insured pool coverage maintained by City shall be in
excess of Entity's insurance and shall not contribute with it.
2. Entity shall provide City and all additional insured for this work with written notice of
any policy cancellation within two business days of their receipt of such notice.
3. If Entity maintains higher insurance limits than the minimums shown above, City shall
be insured for the full available limits of commercial general and excess or umbrella
liability maintained by Entity, irrespective of whether such limits maintained by 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 Entity.
4. Failure on the part of Entity to maintain the insurance as required shall constitute a
material breach of the Agreement, upon which the City may, after giving at least five
business days'notice to Entity to correct the breach,immediately terminate the Agreement,
or at its sole discretion,procure or renew such insurance and pay any and all premiums in
connection therewith,with any sums so expended to be repaid to City on demand,or at the
sole discretion of the City,offset against funds due Entity from the City.
D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating
of not less than A:VII.
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E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,
Entity shall furnish the City with original certificates and a copy of the amendatory endorsements,
including but not necessarily limited to the additional insured endorsement, evidencing the
insurance requirements of the Agreement before commencement of the work.
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.
However,should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Entity and the City, its officers,
officials,employees,and volunteers,the Entity's liability,including the duty and cost to defend,hereunder
shall be only to the extent of the Entity's negligence. It is further specifically and expressly understood that
the indemnification provided herein constitutes the Entity's waiver of immunity under Industrial Insurance,
Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated
by the parties. The provisions of this section shall survive the expiration or termination of this Agreement.
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
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
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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
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The Parties have executed this Agreement this Ib day o _�E-�QWtI , 2021
CITY OF SPOKANE VALLEY Entity:
n,,ow ,� Cul-, �• � _ ce0
w� r
Mark Calhoun, City Manager By:
Its: Authorized Representative
APPROVED AS TO FORM:
C
Office of i Alt
ty
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Exhibit 1
ON FILE WITH CITY CLERK