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22-196.00 Junior Achievement of WA: 2023 Outside Agency Grant 22-196.00 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 Junior Achievement of Washington, 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 20, 2022, 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 retied 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 io 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 5umma-y report shall be flied no later than January 31,2024. 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 CityMa nager Mans er 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 I,2023 to December 31,2023. 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 nut 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. Page 1 of 5 22-196.00 7. Compensation. City agrees to reimburse Entity for out of pocket costs incurred in an amount not to exceed$4,143. 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 rcimburseuteul. 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 slim;be incurred in calendar year 2023 and paid by Entity no later than January 15,2024.City shall not reimburse any expenditures incurred prior to or after calendar year 2023 or paid after January 15,2024. The proof of expenses and payment shall be forwarded to the Finance Director at the below stated address no later than January 21,2024. 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: Janet Banaugh Phone Number. (509)720-5040 Phone Number: (509)220-0821 Address: 10210 E. Sprague Ave. Address: 8008 N.Milton Crt Spokane Valley,WA 99206 Spokane,WA 99208 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. Page 2 of 5 22-196.00 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 0001. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CC;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 CO 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: I. 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. Page 3 of 5 22-196.00 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 he 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 Agicemnent 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. Assiannrent and i eierarion. 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. Suacoatracts. 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 Page 4 of 5 22-196.00 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—on file with the City Clerk Exhibit 2: Insurance certificates Q The Parties have executed this Agreement thisf '�'day of �N t ,202 ' CITY OF SPOKANE VALLEY Entity: 2.19.23 At-t 617ane M John H man,City Mer By. Natalie Vega O'Neil, President + CEO Its; pnthori7e,r1 Representative APPROVED AS TO FORM: O c -o the ity A °me Page 5of5 • Client#: 1635526 JUNIOACH79 ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 3/08/2023 THIS 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 CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Hilary Heiner USI Insurance Services,LLC PHONE E:t:303 863-6238 FAX, No): 6501 S. Fiddlers Green Cir E IL Hilary.Heiner@usi.com ilary.Heiner@usi.com Greenwood Village,CO 80111 INSURER(S)AFFORDING COVERAGE NAIC 303 837-8500 INSURERA:Federal Insurance Company 20281 INSURED INSURER B;National Fire 8 Marine Insurance Co. 20079 Junior Achievement USA INSURER C: 12320 Oracle Blvd.,Suite 325 INSURER 0: Colorado Springs,CO 80921 — INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. LTR EXP TYPE OF INSURANCE -- 1 ADDL SUER POLICY POLICY NUMBER LIPOLICY Y),LM POLICY WAITS A X COMMERCIAL GENERAL LIABILITY 35788663 07/01/2022 07/01/2023 EACH OCCURRENCES1,000,000 CLAIMS-MADE X OCCUR PREMISES fEaENTa EoaK ence) S 1,000,000 MED EXP(My one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEC.AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 nPRan POLICY JECT LOC PRODUCTS-COMP/OP AGG S OTHER. AUTOMOBILE LIABILITY ? ANY AUTO BODILY INJURY(Per person) S — OWNED SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY D GE AUTOS ONLY AUTOS ONLY (Pa► ) $ B UMBRELLALIAB J X OCCUR 42UMC10002109 07/01/2022 07/01/2023 EACH OCCURRENCE $15.000,000 X EXCESS LIAR CLAIMS-MADE AGGREGATE s1 5,000,000 DED XI RETENTION S10000 _ S WORKERS COMPENSATION --- PER IOTH- AND EMPLOYERS'LIABILITY STATUTE 1ER ._ ANY PROPRIETOR/PARTNER/EXECUTIVE Y f N E.L EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S If yes,desc-oe .DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPtION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) RE: Economic Development/Social Services Grant,Junior Achievement of Washington Eastern Washington and Northern Idaho. The General Liability Policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the certificate holder,only when there is a written contract that requires such status. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley T SHOULD OF H ABOVEE HE EXPIRATION DATE HEREOFE POLICIES BE CANCELLEDBEFORE NOTICE WILL BE DELIVERED N 10210 E.Sprague Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Spokane,WA 99206 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S39347797/M38095105 S7MZP 22-19� u rutnA1%U7n ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MM1DDNYYY) 7/3112023 THIS CERTIFICATE G3 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 CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the potiey(InY must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsemen s). PRODUCER , Rita Nicholson USI Insurance Services, LLC 303 863-6238VAX � 6501 S. Fiddlers Green Cir den.cerN#t i.com Greenwood Village, CO 80111 INSURERM AFFORDING COVERAGE "Co INSURER A: Federal Insurance Company 20281 303 837-8500 INSURED Junior Achievement USA 12320 Oracle Blvd. Suite 310 Colorado Springs, CO 80921 INSURER B : National Fire S Marine Insurance Co. 20079 INSURERC: .INSURER D INSURER E INSURERF: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. ,M TYPE OF INSURANCE POLICY NUMBER LIMITS A j X COMMERCIAL GENERAL LIABILITY ; 35788663DEN 710112023 07/01/202 EACH OCCURRENCE $1 000 000 CLAIMS-MADE�X OCCUR 4 S M- Al 000000 . MED EXP Any one person t10 000 ' PERSONAL & ADV INJURY $1 000 000 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2.000.000 PRO- PRODUCTS - COMPIOP AGG POLICY 1 JECT LOC S 1 OOO OOO OTHER $ AUTOMOBILE LIABILITY -... - . BODILY INJURY (Per person) $ ANY AUTO j BODILY INJURY (Per accident) S £ AOY�VNW Y �OEDDULED HIREODOSS NON -OWNED $ AUTOS ONLY AUTOS ONLY j .L )—W----^--w^...-- '... ... �^,^--, $ B UMBRELLA LIAR x OCCUR 42UMC10002110 D710112023 07/01120 EACH OCCURRENCE S15,000,000 AGGREGATE $1 S 000 000 X EXCM Lwe X RETENTION S70000 S WORKERS COMPENSATION PER OTH-, - ....."" AND EMPLOYERS' LIABILITY" ANY PROPRIETORIPARTNER/EXECUTIVE� E,L EACH ACCIDENT $ OFFICERIMEMBEREXCLUDED? NIAg (Mary in NH) - E.L DISEASE - EA EMPLOYEE S E.L DISEASE - POUCY LIMIT 5..... It yes, dakube under '..DESri MION OF OPERATIONS below E i DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Addabnsl Remarks ScMduls, may be atlaebed N m m spay Is nquind) RE: Economic Development(Social Services Grant, Junior Achievement of Washington Eastern Washington and Northem Idaho. The General Liability Policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the certificate holder, only when there is a written contract that requires such status. � ;•set r �: i•. ■,a =.�BilNsl® City of Spokane Valley 10210 E. Sprague Avenue Spokane, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE w r - g,..,....,..,.............,,.._ .. _ .. --- ACORD 25 (2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD SM9997421M40638171 SCRZR