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24-016.00JAKTFoundationFarmersMarket2024EconDevGrant 24-016.00 CITY OF SPOKANE VALLEY GRANT AGREEMENT—OUTSIDE AGENCY Economic Development or Social Services Grant Recipient: JAKT Foundation Project: Farmers Market Award Amount: S13,600. Category: Economic Development Contract#: 24-016.00 Term Period: January 1,2024 To December 31,2024 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 JAKT Foundation, hereinafter referred to as "Grant Recipient,"jointly referred to as "Parties." NOW THEREFORE, in consideration of the promises, covenants, and other provisions set forth in this Agreement,the Parties agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for Grant Recipient to receive funds from the City in order to provide economic development or social services within the City. As detailed in the scope of work outlined in the proposal in Exhibit 1,the Project serves a fundamental governmental purpose, is a City purpose for which the City is receiving consideration in the form of community benefits,and is a City purpose in support of the poor or infirm,as provided in the State constitution. Pursuant to RCW 35.21.703, it is a public purpose to engage in economic development and in furtherance of that purpose the City may contract with nonprofit organizations. 2. Administration. The Accounting and Finance Program Manager shall administer and be the primary contact for Grant Recipient regarding terms of this Agreement. For good cause, as solely determined by City, City may direct that Grant Recipient is no longer entitled to the use of said funds and terminate this Agreement. 3. Representations. Grant Recipient 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 Grant Recipient to the City and its presentation to the City Council on September 19, 2023 incorporated herein by reference. Grant Recipient 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 Grant Recipient in the proposal and presentation. By execution of this Agreement, Grant Recipient 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. Grant Recipient 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 31,2025. Page 1 of 9 24-016.00 5. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Grant Recipient shall accept modifications consistent with state and local law when directed orally or in writing by the Accounting and Finance Program Manager. 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) Grant Recipient expends all of the funds granted by City and(b) Grant Recipient 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, 2024 to December 31,2024. 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 Grant Recipient for work performed or otherwise and Grant Recipient may be required to reimburse the City for any funds expended for a purpose other than as stated in this Agreement. 7. Compensation. City agrees to reimburse Grant Recipient for out-of-pocket costs incurred and expended in an amount not to exceed$13,600. 8. Payment. City shall reimburse Grant Recipient periodically upon presentation of an invoice to City. Grant Recipient 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 Grant Recipient 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 Grant Recipient 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 Grant Recipient,Grant Recipient 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 2024 and paid by Grant Recipient no later than January 15, 2025. City shall not reimburse any expenditures incurred prior to or after calendar year 2024 or paid after January 15, 2025. The proof of expenses and payment shall be forwarded to the Accounting and Finance Program Manager at the below stated address no later than January 21, 2025. If the amount awarded is less than the requested amount in the application, Grant Recipient shall be reimbursed for line items or projects in the application up to the amount awarded. Also, Grant Recipient 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. An updated project budget shall be provided by Grant Recipient and approved by City in Exhibit 2. Grant Recipient is an independent contractor and shall be solely responsible for all employee payroll related costs or expenditures. Grant Recipient 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, Grant Recipient 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: Page 2 of 9 24-016.00 TO CITY: TO GRANT RECIPIENT: Name: Sarah Farr Name:Adam Hegsted Accounting and Finance Program Manager President Phone Number: (509)720-5041 Phone Number: (509)768-2178 Address: 10210 E. Sprague Ave. Address: PO Box 85 , Spokane Valley,WA 99206 Newman Lake, WA 99025 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 Grant Recipient, 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 Grant Recipient. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Grant Recipient. Grant Recipient shall be solely responsible for the conduct and actions of all employees of Grant Recipient under this Agreement and any liability that may attach thereto. 12. Insurance. Grant Recipient 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 Grant Recipient, its agents, representatives, employees,or subcontractors. A. Minimum Scope of Insurance. Grant Recipient's required insurance shall be of the types and coverages described below unless initialed as not applicable to Grant Recipient's operations: 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 Grant Recipient'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. Does not apply; Grant Recipient is not required to carry Workers' compensation coverage B. Minimum Amounts of Insurance. Grant Recipient shall maintain the following insurance limits unless checked as not applicable to Grant Recipient's operations: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. Does not apply; Grant Recipient does not own or operate automobiles Page 3 of 9 • 24-016.00 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 Grant Recipient's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1.Grant Recipient'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 Grant Recipient's insurance and shall not contribute with it. 2. Grant Recipient 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 Grant Recipient 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 Grant Recipient, irrespective of whether such limits maintained by Grant Recipient 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 Grant Recipient. 4. Failure on the part of Grant Recipient 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 Grant Recipient 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 Grant Recipient 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. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Grant Recipient 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. Grant Recipient 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 Grant Recipient, Grant Recipient'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 Grant Recipient and the City, its officers,officials,employees,and volunteers,the Grant Recipient's liability,including the duty and cost to defend, hereunder shall be only to the extent of the Grant Recipient's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Grant Recipient'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. Page 4 of 9 • 24-016.00 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 Grant Recipient'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. All drawings, plans, specifications, budgets, reports, and other related documents prepared by Grant Recipient under this Agreement are and shall be the property of City and 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 Grant Recipient 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 Grant Recipient shall have no liability for the use of Grant Recipient's work product outside of the scope of its intended purpose. 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, Grant Recipient shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 18. Confidentiality. Grant Recipient may, from time to time, receive information which is deemed by the City to be confidential. Grant Recipient 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 Grant Recipient shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Grant Recipient 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 that arise out of, or that are related to Grant Recipient's services under this Agreement. Grant Recipient further agrees that the Arbitrator(s)decision therein shall be final and binding on Grant Recipient 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. Page 5 of 9 24-016.00 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: Grant Recipient's proposal—on file with the City Clerk Exhibit 2: Updated Project Budget Exhibit 3: Insurance certificates IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the last date written. CITY OF SPOKANE VALLEY: Grant cipient: W Jotie n Hohman, City Manager By: Its: Autho 'zed a resentative / (2 Date Date aic ffic of the C. Attorney Page 6 of 9 ' 24-016.00 Exhibit 1: Grant Recipient's Proposal ON FILE WITH CITY CLERK Page 7 of 9 24-016.00 Exhibit 2: Updated Project Economic Budget—JAKT Farmers Market Line Item Requested Awarded Marketing Operations—Staff $30,000 $13,600 Adjusted line items • Salary $13,600 Adjusted Line Items if salary isn't allowed Marketing: $5,000 Operations- Market staff • (EBT/setup/teardown): $3,600 • Music: $3,000 • Insurance $1,000 • Office supplies $1,000 • 24-016.00 Exhibit 3: Insurance Certificates Attach applicable insurance documents as required by the grant agreement terms in Section 12. Page 9 of 9 C'c7rrr.� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) �_- 12/06/2023 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 be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT ALLIANT INSURANCE SERVICES INC/PHS NAME: _ 52802465 PHONE (866)467-8730 FAX (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Casualty Insurance Company 29424 VISION MARKETING,LLC JAKT FOUNDATION INSURER B: PO BOX 85 NEWMAN LAKE WA 99025-0085 INSURER c INSURER D: 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. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMM/DD/YYYYI IMM/DD/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $300,000 PREMISES(Ea occurrence) x General Liability MED EXP(My one person) $10,000 A X 52 SBA TZ9454 01/15/2024 01/15/2025 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PRQ X LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) —ALL OWNED SCHEDULED A 52 SBA TZ9454 01/15/2024 01/15/2025 BODILY INJURY(Per accident) _AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- AGGREGATE MADE DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY Y/N E.L.EACH ACCIDENT $1,000,000 A PROPRIETOR/PARTNER/EXECUTIVE — N/A 52 SBA TZ9454 01/15/2024 01/15/2025 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A EMPLOYMENT PRACTICES 52 SBA TZ9454 01/15/2024 01/15/2025 Each Claim Limit $5,000 LIABILITY Aggregate Limit $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Those usual to the Insured's Operations.Certificate holder is an additional insured per the Business Liability Coverage Form SS0008,attached to this policy. CERTIFICATE HOLDER CANCELLATION CITY OF SPOKANE VALLEY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 10210 E SPRAGUE AVE BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED SPOKANE WA 99206-3682 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD