23-202.00GreaterSpokaneValleyChamberOfCommerceDomainNamePurchaseAgreementPURCHASE AGREEMENT
BETWEEN
GREATER SPOKANE VALLEY CHAMBER OF COMMERCE
AND
CITY OF SPOKANE VALLEY, WASHINGTON
This Purchase Agreement (the "Agreement") is made by and between the City of Spokane Valley,
a code City of the State of Washington ("City"), and the Greater Spokane Valley Chamber of Commerce
("Chamber") jointly referred to as the "Parties".
PURPOSE
The purpose of this Agreement is to establish terms between the Chamber and the City that facilitates
the transfer of the domain name "discoverspokanevalley.com" (the "domain name") and associated
Instagram handle "@discoverspokanevalley" (the "handle") from the Chamber to the City.
AGREEEMENT
IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows:
1. Both the Chamber and the City agree that the Chamber (transferor) is the current owner of the
domain name "discoverspokanevalley.com" and the new owner will be the City (transferee) after
the transfer process is completed.
Both the Chamber and the City agree that the Chamber (transferor) currently owns the
Instagram handle "@discoverspokanevalley," meaning the Chamber has claimed this handle on
Instagram, and the new owner will be the City (transferee) after the transfer process is
completed.
3. The Chamber guarantees that it has not trademarked the domain name nor the Instagram
handle and has the legal authority to transfer ownership of the same.
4. The Chamber guarantees that, to its knowledge, the use of the domain name or the Instagram
handle does not infringe on any existing trademarks.
The Chamber agrees to transfer ownership of the domain name "discoverspokanevalley.com" to
the City. The Chamber shall comply with any necessary processes to complete such transfer. The
necessary processes shall be determined in the sole judgment of Chad Knodel, IT Manager for
the City. The Parties will work together to ensure that all necessary processes are followed to
transfer ownership of the domain name to the City. In no event shall the Chamber withhold any
assistance as deemed necessary in the sole judgment of the City.
6. The Chamber agrees to transfer ownership of the Instagram handle "@discoverspokanevalley"
to the City. The Chamber shall comply with any necessary processes to complete such transfer.
The necessary processes shall be determined in the sole judgment of Chad Knodel, IT Manager
for the City. The Parties will work together to ensure that all necessary processes are followed to
transfer ownership of the handle to the City. In no event shall the Chamber withhold any
assistance as deemed necessary in the sole judgment of the City.
7. Within 30 days of written verification from Chad Knodel, IT Manager, that the transfers of
ownership have been successful, the City shall pay the Chamber an amount of $103.94.
8. If the City, in its sole discretion, determines that it no longer wishes to maintain ownership of the
domain name and Instagram handle, and it intends to allow ownership of the domain name and
handle to expire, the City, after following all local, state, and federal disposition requirements as
applicable, will allow the Chamber to acquire ownership of the domain name and handle from
the City at the pro -rated cost of the pre -paid registration fee for the domain name, if any, to be
calculated as follows:
(Cost of prepaid registration and other costs) x (# of months remaining in the registration period)
(total # of months of the registration period)
9. Indemnification and Hold Harmless. Chamber shall defend, indemnify and hold the City, its
officers, officials, employees and volunteers harmless from any and all claims, injuries, damages,
losses or suits including attorney fees, arising out of or in connection with the performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City.
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 Chamber
and the City, its officers, officials, employees, and volunteers, the Chamber's liability hereunder
shall be only to the extent of the Chamber's negligence. It is further specifically and expressly
understood that the indemnification provided herein constitutes the Chamber's waiver of
immunity under Industrial Insurance, Title 51 RCW, solely for the purposes 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.
10. 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. No
waiver in one instance shall be held to be 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.
11. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the
responsibilities of this Agreement or the benefits received hereunder without first obtaining the
written consent of the other party.
12. Entire Agreement. This 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.
13. Confidentiality. Chamber may, from time -to -time, receive information which is deemed by City
to be confidential. Chamber shall not disclose such information without the prior express written
consent of City or upon order of a Court of competent jurisdiction.
14. Disputes. All disputes arising under or related to this Agreement that cannot be resolved through
informal discussion and negotiations shall be resolved by litigation filed in the Superior Court of
the State of Washington for Spokane County, unless otherwise required by applicable federal or
state law.
15. 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.
16. PARTY REPRESENTATIVES
The Chamber shall be represented by Lance Beck, President & CEO, 10808 E. Sprague Ave., Spokane
Valley, WA 99206. Telephone: 509-924-4994. Email: lance@spokanevalleychamber.com
The City shall be represented by Mike Basinger, Economic Development Director, 10210 E. Sprague Ave.,
Spokane Valley, WA 99206. Telephone: 509-720-5331. Email: mbasinger@spokanevalleywa.gov
The City, for the purposes of executing the transfers, shall be represented by Chad Knodel, IT Manager,
10210 E. Sprague Ave., Spokane Valley, WA 99206. Telephone: 509-720-5055. Email:
cknodel@spokanevalleywa.gov
We, the undersigned, agree to the terms of the foregoing Agreement. This Agreement shall become
effective upon execution, and shall remain in effect from the execution date until, and unless, the City, in
its sole discretion, chooses to stop using the domain name, and Instagram handle.
The Parties have executed this Agreement this / sr day of , 2023.
CITY OF SPOKANE VALLEY,
.1n Hohman, City Manager
APPROVED AS TO FORM:
ce of the City Attorney
Chamber:
By: 6,CEO
Its: Authorized Representative