24-057.00LorriJohnstonGraphicDesignServices Contract No. 24-057.00
AGREEMENT FOR PROFESSIONAL SERVICES
Lorri Johnston
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State
of Washington, hereinafter "City" and Lorri Johnston, hereinafter "Consultant," jointly referred to as
"Parties."
IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows:
1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily
complete the Scope of Services, attached as Exhibit A.
A. Administration. The City Manager or designee shall administer and be the primary contact for
Consultant. Prior to commencement of work, Consultant shall contact the City Manager or
designee to review the Scope of Services,schedule,and date of completion. Upon notice from the
City Manager or designee, Consultant shall commence work, perform the requested tasks in the
Scope of Services,stop work,and promptly cure any failure in performance under this Agreement.
B. Representations. City has relied upon the qualifications of Consultant in entering into this
Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill,
and resources necessary to perform the work and is familiar with all current laws, rules, and
regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon
personnel shall be made without the prior written consent of City.
Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for
the timely provision of all professional services required to complete the Scope of Services under
this Agreement.
Consultant shall be responsible for the technical accuracy of its services and documents resulting
therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall
correct such deficiencies without additional compensation except to the extent such action is
directly attributable to deficiencies in City-furnished information.
C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed
by professional consultants engaged in the same profession, and performing the same or similar
services at the time such services are performed.
D. Modifications. City may modify this Agreement and order changes in the work whenever
necessary or advisable. Consultant shall accept modifications when ordered in writing by the City
Manager or designee, so long as the additional work is within the scope of Consultant's area of
practice. Compensation for such modifications or changes shall be as mutually agreed between the
Parties. Consultant shall make such revisions in the work as are necessary to correct errors or
omissions appearing therein when required to do so by City without additional compensation.
2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in
effect until completion of all contractual requirements have been met as determined by City. Consultant
shall complete its work by December 31, 2024,unless the time for performance is extended in writing by
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the Parties.
Either Party may terminate this Agreement for material breach after providing the other Party with at least
10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement
for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City
shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination
date.
3. Compensation.
City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of$25,000 inclusive of
any applicable taxes as full compensation for everything done under this Agreement,as set forth in Exhibit
B. Consultant shall not perform any extra,further,or additional services for which it will request additional
compensation from City without a prior written agreement for such services and payment therefore.
4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for
payment shall be sent to the City Finance Department at the below-stated address.
City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which
is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the
Scope of Services, City standards, City Code, and federal or state standards.
5. Notice. Notices other than applications for payment shall be given in writing as follows:
TO THE CITY: TO THE CONSULTANT:
Name: Marci Patterson, City Clerk Name: Lorri Johnston
Phone: (509) 720-5000 Phone: (509)270-8706
Address: 10210 East Sprague Avenue Address: 7707 N. Tucannon St.
Spokane Valley,WA 99206 Spokane,WA 99208-9052
6. Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply
with all applicable federal, state, and local laws and regulations. Consultant states that its designs,
construction documents,and services shall conform to all federal,state,and local statutes and regulations.
7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary
Covered Transactions.
A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief
that it and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared
ineligible,or voluntarily excluded from covered transactions by any federal department or
agency;
2. Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission of fraud or a criminal offense
in connection with obtaining, attempting to obtain, or performing a public (federal, state,
or local) transaction or contract under a public transaction; violation of federal or state
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Contract No. 24-057.00
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records,making false statements, or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the offenses
enumerated in paragraph(A)(2)of this certification; and
4. Have not within a three-year period preceding this application/proposal had one
or more public transactions(federal, state,or local)terminated for cause or default.
B.By executing this Agreement,Consultant further certifies that there is no agreement with a third
party, statute, or other legal authority preventing Consultant from providing the City with any of
the services identified in this Agreement and the exhibits thereto.
C. Where the prospective primary participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this Agreement.
8. Relationship of the Parties. It is understood and agreed that Consultant 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 Consultant. Any and all employees who provide services to City under
this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible
for the conduct and actions of all its employees under this Agreement and any liability that may attach
thereto.
9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared
by Consultant under this Agreement may be subject to disclosure pursuant to chapter 42.56 RCW or other
applicable public record laws. The written, graphic,mapped,photographic, or visual documents prepared
by Consultant under this Agreement shall,unless otherwise provided,be deemed the property of City. City
shall be permitted to retain these documents, including reproducible camera-ready originals of reports,
reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall
have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any
reports,data,drawings,images,or other material prepared under this Agreement,provided that Consultant
shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose.
10.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 Consultant's records with respect to all matters covered in
this Agreement. Such representatives shall be permitted to audit, examine, 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.
11. Insurance Not Required/Automobile Use Prohibited. The City is not requiring Consultant to
maintain insurance naming the City as an additional insured. In exchange for the City not requiring such
insurance,Consultant agrees and warrants that Consultant will not use any vehicle of any type in connection
with providing, either directly nor indirectly, the services identified herein to the City. Consultant agrees
that Consultant's duty to defend and indemnify the City includes any claims and/or damages brought against
the City arising out of Consultant's use of any vehicle of any type.
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12. Indemnification and Hold Harmless. Consultant 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 (a) Consultant's breach of paragraph 7 herein and/or (b) the wrongful or
negligent acts, errors, or omissions in the services provided by Consultant, Consultant'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 Consultant and the City,its officers,
officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend,
hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly
understood that the indemnification provided herein constitutes the Consultant'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.
13.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.
14. 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 prior written consent of the
other Party.
15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for
any of the work contemplated under this Agreement without obtaining prior written approval of City.
16. Confidentiality. Consultant may, from time-to-time, receive information which is deemed by City to
be confidential. Consultant shall not disclose such information without the prior express written consent
of City or upon order of a court of competent jurisdiction.
17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes
between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane
County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a
party in any arbitration proceeding between City and any third party that includes a claim or claims that
arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees
that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be
entered upon it in any court having jurisdiction thereof.
18. 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).
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19. 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.
20.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.
21. Business Registration. Consultant shall register with the City as a business prior to commencement
of work under this Agreement if it has not already done so.
22. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement,
the Consultant,for itself,its assignees,and successors in interest agrees as follows:
A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in
subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination
in federally-assisted programs as adopted or amended from time-to-time, which are herein
incorporated by reference and made a part of this Agreement.
B. Non-discrimination. Consultant,with regard to the work performed by it during this Agreement,
shall not discriminate on the grounds of race,color,or national origin in the selection and retention
of subcontractors, including procurements of materials and leases of equipment. Consultant shall
not participate directly or indirectly in the discrimination prohibited by the Acts and the
Regulations, including employment practices when the contract covers any activity, project, or
program set forth in Appendix B of 49 CFR Part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all
solicitations, either by competitive bidding, or negotiation made by Consultant for work to be
performed under a subcontract, including procurements of materials,or leases of equipment, each
potential subcontractor or supplier shall be notified by Consultant of Consultants's obligations
under this Agreement and the Acts and the Regulations relative to non-discrimination on the
grounds of race, color,or national origin.
D. Information and Reports. Consultant shall provide all information and reports required by the
Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books,
records,accounts,other sources of information,and its facilities as may be determined by the City
or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions.
Where any information required of Consultant is in the exclusive possession of another who fails
or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as
appropriate,and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non-
discrimination provisions of this Agreement,the City will impose such contract sanctions as it or
the WSDOT may determine to be appropriate,including,but not limited to:
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Contract No. 24-057.00
1. Withholding payments to Consultant under the Agreement until Consultant complies;
and/or
2. Cancelling,terminating,or suspending the Agreement,in whole or in part.
F. Incorporation of Provisions. Consultant shall include the provisions of paragraphs of these
Contract Clauses in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto.
Consultant shall take action with respect to any subcontract or procurement as the City or the
WSDOT may direct as a means of enforcing such provisions, including sanctions for
noncompliance. Provided,that if Consultant becomes involved in, or is threatened with litigation
by a subcontractor or supplier because of such direction, Consultant may request that the City enter
into any litigation to protect the interests of the City. In addition,Consultant may request the United
States to enter into the litigation to protect the interests of the United States.
G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the
Consultant agrees to comply with the following non-discrimination statutes and authorities;
including but not limited to:
Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits
discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part
26;
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal-aid programs and projects);
Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on
the basis of sex);
Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR Part 27;
The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits
discrimination on the basis of age);
Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as
amended, (prohibits discrimination based on race,creed,color,national origin,or sex);
The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act
of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of
the terms"programs or activities"to include all of the programs or activities of the Federal-
aid recipients, sub-recipients and contractors, whether such programs or activities are
Federally funded or not);
Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on
the basis of disability in the operation of public entities, public and private transportation
systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131-
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12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37
and 38;
The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123)
(prohibits discrimination on the basis of race,color,national origin, and sex);
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures Non-discrimination against
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on minority
and low-income populations;
Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of Limited English proficiency(LEP). To ensure compliance with
Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access
to your programs(70 Fed.Reg. at 74087 to 74100); and
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities(20 U.S.C. §1681 et seq.).
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:
A. Scope of Services
B.Fee proposal
C. Insurance Certificates
The Parties have executed this Agreement this 26 day of February 20 24 .
CITY OF SPOKANE VALLEY Consultant:
Jolln Hohman, City Manager By:Lorri N. Johnston
Its: Authorized Representative
APPROVED AS TO FORM:
f t oft e Ci Attorney
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Contract No. 24-057.00
Exhibit A-Scope of Services
In coordination with the City Communications Division staff,the Consultant shall provide on-call branding
and graphic design services, including:
• City-branded logos,colors, fonts and icons.
• Branded templates in Canva and Word,such as PowerPoints,posters,flyers,social media graphics,
business cards,letterhead and envelopes,postcards,graphic emails,and brochures.
• On-call graphic design services,as needed.
City staff will schedule and coordinate graphic design needs and provide the Consultant with a detailed
request prior to any work.
Exhibit B—Fee Proposal
$85 per hour
The cost shall not exceed$25,000 inclusive of any applicable taxes.
Exhibit C-Insurance Certificates
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