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25-132.00PopperazziKettleCornVendorServicesSpecialEventContract No. 25-132.00 AGREEMENT FOR VENDOR SERVICES RELATED TO SPECIAL EVENT THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Popperazzi Kettle Corn, hereinafter "Vendor," jointly referred to as "Parties." WHEREAS, the City is hosting outdoor movie events on August I and 8, 2025 (the "Special Event"); and WHEREAS, the City desires to provide attendees community building, and recreational opportunities as part of its Special Event; and WHEREAS, the City may allow the sale of goods or services at City parks pursuant to an agreement with the City. IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. The above recitals are incorporated herein by this reference. In connection with the Special Event, Vendor shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. City shall provide a space at the Special Event for Vendor to sell its goods and services, which shall include vehicular access, access to electricity, and recycling and garbage receptacles. It is the responsibility of the Vendor to ensure that vehicular access, and electrical provisions are adequate for Vendor to perform its services pursuant to Exhibit A. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until September 30, 2025. 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 upon written notice to Vendor. In the event of termination without breach, City shall pay Vendor for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. In consideration of the Vendor providing its services for the public in support of the Special Event, the City is providing specified space and electricity if needed. The Vendor shall pay the City for the services at the City's park. 4. Payment. Vendor shall pay the City a fee of $25 per event prior to the Special Event which includes any applicable tax. All payments shall be sent from the City Finance Department at the below -stated address. 5. Notice. Notices other than those relating to payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue TO THE VENDOR: Name: Popperazzi Kettle Corn Phone: 509-701-0788 Address: PO Box 10045 Agreement for Vendor Services Page 1 of 6 Contract No. 25-132.00 Spokane Valley, WA 99206 Spokane, WA 99209 6. Applicable Laws and Standards. Vendor agrees to comply with all applicable federal, state, and local laws and regulations including those promulgated by the Washinton State Department of Labor and Industries, departments of health and safety standards such as chapter 246-215, and to obtain all required licenses and permits for providing its goods and services. In providing its goods and services at the Special Event, the Vendor agrees to not discriminate against any person or group in violation of any federal, state, or local law, including chapter 49.60 RCW. Failure to abide by these laws, rules, and regulations shall be a material breach of this Agreement. 7. Relationship of the Parties. It is understood and agreed that Vendor 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 Vendor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Vendor. The Vendor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 8. Ownership of Documents. All documents prepared by Vendor and City under this Agreement may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. 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 Vendor shall have no liability for the use of Vendor's work product outside of the scope of its intended purpose. 9. Insurance. Vendor shall procure and maintain insurance as listed in Exhibit B. 10. Indemnification and Hold Harmless. Vendor 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 Vendor, Vendor's agents, subcontractors, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Vendor's duty to defend, indemnify, and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Vendor's duty to defend, indemnify, and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Vendor, Vendor's agents, subcontractors, subconsultants, and employees, shall apply only to the extent of the negligence of Vendor, Vendor's agents, subcontractors, subconsultants, and employees. Vendor's duty to defend, indemnify, and hold City harmless shall include, as to all claims, demands, losses, and liability to which it applies, City's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim -related expenses. Vendor specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, Agreement for Vendor Services Page 2 of 6 Contract No. 25-132.00 Vendor's waiver of immunity under this provision extends only to claims against Vendor by City, and does not include, or extend to, any claims by Vendor's employees directly against Vendor. Vendor hereby certifies that this indemnification provision was mutually negotiated. 11. 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. 12. Assignment and Dele¢ation. Vendor shall not enter into subcontracts or assign or delegate any of the work contemplated under this Agreement without obtaining prior written approval of City. 13. Criminal Background Check. Vendor shall perform background screening on all employees and volunteers who will have direct contact or involvement with children or vulnerable adults in the performance of this Agreement, including reference checking and national criminal history screening consistent with the Child and Adult Abuse Information Act. 14. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Vendor shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Vendor 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 Vendor's services under this Agreement. Vendor further agrees that the Arbitrator(s)' decision therein shall be final and binding on Vendor and that judgment may be entered upon it in any court having jurisdiction thereof. 15. 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 or arbitration (including expert witness fees). 16. 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. 17. 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. 18. Business Registration. Vendor shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 19. 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. Agreement for Vendor Services Page 3 of 6 Contract No. 25-132.00 20. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Insurance Requirements C. Insurance Certificates $T j ALA6uS' T The Parties have executed this Agreement this aeN,,day of JA4Y , 2o25. CITY OF SPOKANE VALLEY J n Hohman, City Manager APPROVED AS TO FORM: 1 4, Office of the City Attorri y Vendor: By: nce Ni ols, Popperazzi Kettle Corn Its: Authorized Representative Agreement for Vendor Services Page 4 of 6 Exhibit A - Scope of Services Outdoor Movies in the Park 2025 Pursuant to SVMC 6.05.050, by this Agreement the City is allowing the sale of kettle corn and lemonade by Popperazzi Kettle Corn at the 2025 Outdoor Movie in the Park events. Popperazzi Kettle Corn will provide kettle corn and lemonade for the patrons attending the Outdoor Movie in the Park event on Friday, August 1 and 8, 2025 during the event time at Mirabeau Meadows. City will provide the exact location for the vendor at the event. In addition: o Popperazzi Kettle Corn will pay a flat fee of $25 event fee per event to the City. o Popperazzi Kettle Corn shall process and collect all fees for their goods during the event. o Popperazzi shall provide all equipment and goods necessary for the sale of kettle corn and lemonade at the event. The City is not responsible for providing any equipment, or assistance related to the purpose of this Agreement. o Popperazzi Kettle Corn shall comply with all park rules and regulations. o Popperazzi Kettle Corn shall not disrupt the Outdoor Movie in the Park in any manner. o Popperazzi Kettle Corn is aware that it is is not a part of, an agent of, nor is it affiliated with the City of Spokane Valley. o The goods and products are not the activities or services of the City of Spokane Valley, and this Agreement does not and shall not be construed as an endorsement of the goods or services provided by Popperazzi Kettle Corn. Contract No. 25-132.00 EXHIBIT B 1. Insurance. Vendor 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 Vendor, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Vendor shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. 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 Vendor'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. B. Minimum Amounts of Insurance. Vendor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. If Vendor will not use its vehicles in the performance of this Agreement, automobile liability insurance is only required to meet Washington statutory minimum requirements. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 for each occurrence, and $2,000,000 for general aggregate. C. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Vendor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be in excess of Vendor's insurance and shall not contribute with it. 2. Vendor shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Vendor. 3. If Vendor 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 Vendor, irrespective of whether such limits maintained by 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 Vendor. 4. Failure on the part of Vendor to maintain the insurance as required shall constitute a Agreement for Vendor Services Page 5 of 6 Contract No. 25-132.00 material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Vendor 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 Vendor 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 Coveraze. As evidence of the insurance coverages required by this Agreement, Vendor shall furnish acceptable insurance certificates to the City Clerk at the time Vendor returns the signed Agreement, which shall be Exhibit C to the Agreement. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Vendor shall be financially responsible for all pertinent deductibles, self -insured retentions, and/or self-insurance. Agreement for Vendor Services Page 6 of 6 ,aco CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD(YYYY) 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Joseph Armand North Town Insurance (A/C No. Ezt: (509)483-3030 AIc No: (509)413-0900 5727 N Division St ADDRESS: joseph@northtowninsurance.com Spokane, WA 99208 INSURER(S1 AFFORDING COVERAGE NAIC # INSURED Shuree Dawn INSURERB: DBA: Popperazzi NW INSURER C : 124 E Empire Ave INSURER D: Spokane, WA 99207-1710 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 95957449-250421144510 REVISION NUMBER: 1 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 LTR TYPE OF INSURANCE INSD SUER POLICY NUMBER POLICY MM/DD/YYYY W MM/ DD(YY LIMITS A X COMMERCIAL GENERAL LIABILITY 7V7 CLAIMS -MADE OCCUR Y BKS69088897 04/21/2025 04/21/2026 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (ES a occurrence) ) $ 1 000,000 MED EXP (Any one person) $ 15,000 GEN'L X PERSONAL 6 ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY PRO JECT ❑ LOC OTHER GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY Y BKS69088897 04/21/2025 04/21/2026 BIND (CEOa.'den1SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ HEXCESS AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED) ❑ (Mandatory in NH) If yes. describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- STATUTE ER_ E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE -POLICY LIMIT _ $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) r r:PTIPIrATF Hill r1FP r.AMr..FI I ATIr1N City of Spokane Valley, WA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Avenue Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE (JJA) © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by JJA on 04/21/2025 at 02:49PM