22-222.00 Avista Corporation: 2021 Appleway Stormwater Project Delay Settlement 22-2�2-
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement ("Agreement") is entered into by and between the City
of Spokane Valley, a political subdivision of the state of Washington, hereinafter referred to as
"City," and Avista Corporation, a Washington corporation, hereinafter referred to as "Avista,"
together with their respective affiliates, assigns, predecessors or successors in interest,
employees, attorneys,representatives, shareholders,members, officers and directors.
1. Recitals
1.1 WHEREAS, the City submitted a claim, Avista Claim No. L1223374 (the
"Claim"), to Avista claiming damages of$53,777.12 related to cost overruns from
the City's contractor, LaRiviere, on the City's Appleway stormwater project along
Appleway Blvd between Farr Road and University Road (the "Project") due to
delays caused by the relocation of Avista's natural gas facilities;
1.2 WHEREAS, Avista disputes it's liability and the amount charged by the City's
contractor for cost overruns; and
1.3 WHEREAS,the parties wish to fully and finally settle and resolve the Claim.
2. Payment & Release. In consideration of the actions, forbearances, and mutual promises
contained herein, the receipt and sufficiency of which are hereby acknowledged, the City and
Avista agree as follows:
2.1 Avista agrees to pay to the City, and the City accepts, the amount of FIFTY-
THREE THOUSAND SEVEN HUNDRED SEVENTY-SEVEN AND 12/100 DOLLARS
($53,777.12) (the "Settlement Amount"), in order to fully and finally resolve the Claim arising
from delays caused by the relocation of Avista's natural gas facilities.
2.2 For and in consideration of the payment of the Settlement Amount as set forth in
Section 2.1 above, the City hereby releases Avista from all future claims or demands related to
the Claim.
2.3 The City understands that the facts in respect of which this Agreement is made
may hereafter turn out to be other than or different from the facts now known or believed by the
City to be true. The City accepts and assumes all risk of facts turning out to be different, than
now known, anticipated or expected. In spite of this risk, The City agrees that this Agreement
shall be and remain in all respects effective and not subject to termination or rescission by virtue
of any such mistake, change or difference in facts.
3. Joint Effort. The preparation of this Agreement has been a joint effort of the City and
Avista, and the resulting documents shall not be construed more severely against either party.
4. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
the City and Avista and their respective legal representatives, successors, or assigns.
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5. No Waiver. Any failure by either of the parties to enforce any of the provisions of this
Agreement or to require at any time performance by any other party of any of the provisions
hereof during the pendency of this Agreement shall in no way affect the validity of this
Agreement, or any part hereof and shall not be deemed a waiver of the rights of any party
hereinafter to enforce any and each such provision.
6. No Admission. The execution of this Agreement effects the settlement of the Claim,
which is disputed, contested, and denied. The parties understand and agree that nothing herein is
intended, nor shall be deemed nor construed to be, an admission of liability by any party in any
respect to any extent whatsoever.
7. Authority. Each person signing this Agreement represents and warrants that he or she
has the legal right, status and authority to enter into this Agreement.
8. Free and Voluntary Agreement. The parties acknowledge that each has been fully
advised by legal counsel concerning the language and legal effect of this Agreement and
knowingly enters into this Agreement freely and without coercion of any kind.
9. Execution by Counterpart and Electronic Signatures. The City and Avista agree that
this Agreement may be executed separately or independently in any number of counterparts each
of which together shall be deemed to have been executed simultaneously and for purposes of this
Agreement. Signature of a digital or electronic copy of this Agreement and transmission of a
signature by electronic means, shall bind the signing party to the same degree as delivery of a
signed original.
10. Governing Law; Consent to Jurisdiction and Venue. This Agreement shall be
interpreted and enforced according to the laws of the State of Washington. The City and Avista
agree to submit to the jurisdiction and venue of the Spokane County Superior Court in
connection with the enforcement of this Agreement. In any action to enforce the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs, including
expert costs and fees.
11. Entire Agreement. This Agreement constitutes the entire agreement between The City
and Avista concerning the subject matter hereof. This Agreement may not be modified except
by a writing signed by both parties. Neither the City nor Avista are entering into the Agreement
in reliance on any oral or written promises, inducements, representations, understandings, nor
agreements other than those contained in this Agreement.
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12. Effective Date.The effective date of this Agreement is December ?m ,2022.
AVISTA CORP TIO
By
Authorized Representative
CITY OF SPOKANEE VALLEY
By /4 -.____
Authorized Representative
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