25-148.00SpokaneRegionalSportsCommission2027NCAAEvent 25-148
OPERATION AGREEMENT FOR THE 2027 NCAA WEST REGION CROSS COUNTRY
CHAMPIONSHIP EVENT IN SPOKANE VALLEY
This Operation Agreement for the 2027 NCAA West Region Cross Country Championship in
Spokane Valley("Agreement")is made this day of July,2025, by and between the City of Spokane
Valley, a Washington municipal corporation ("City"), and Spokane Regional Sports Commission, a
501(c)(3) nonprofit organization("Spokane Sports").The City and Spokane Sports are jointly referred to
herein as the"Parties".
RECITALS
WHEREAS,the City owns and has constructed The Course Spokane Valley("The Course") at its
public park property at 2520 N Flora Rd to serve as a venue to host cross country running events at the
local,regional,and national level;and
WHEREAS, Spokane Sports, in partnership with Gonzaga University, submitted a bid to host the
National Collegiate Athletic Association ("NCAA") Division I Men's and Women's West Regional
Championships at The Course on November 12,2027,which was subsequently awarded;and
WHEREAS, the City has received a copy of the NCAA's bid specifications and Spokane Sports'
response to thereto(collectively the"Bid Documents")for the 2027 NCAA Division I Men's and Women's
West Regional Championships("the Event"); and
WHEREAS, the Parties desire that: (a)the Event be held at The Course; and(b) Spokane Sports
operate and serve as the Host/Local Organizing Committee("Host/LOC")for the Event;and
WHEREAS, in order to hold the Event at The Course,the NCAA requires the owner of the venue
to sign a NCAA Venue Lease Agreement which expressly includes the Bid Documents as terms thereof(the
NCAA Venue Lease Agreement and Bid Documents are collectively referred to herein as the"Venue Lease
Agreement");and
WHEREAS, in addition to fulfilling its obligations under the Venue Lease Agreement as the
Host/LOC for the Event, Spokane Sports is committed to fulfilling the additional obligations identified in
this Agreement which would otherwise be the City's obligation to perform under the Venue Lease
Agreement;and
WHEREAS,the Parties desire to definitively delineate which Venue Lease Agreement obligations
will be performed by Spokane Sports and which will be performed by the City;and
WHEREAS,the Venue Lease Agreement requires the City(as the Venue)and Spokane Sports(as
the Host/LOC)to enter into a separate agreement to manage the obligations of the Venue Lease Agreement;
and
WHEREAS,the Parties agree that entering into this Agreement is both a material inducement and
condition precedent to the Parties executing the Venue Lease Agreement and the NCAA agreeing to hold
the Event in the City of Spokane Valley.
THE PARTIES HEREBY agree to the following terms:
1. Purpose. The purpose of this Agreement is to,as between the City and Spokane Sports only,
(a)supplement the terms and conditions of the Venue Lease Agreement executed in conjunction with this
Agreement, and(b)delineate the terms of the Venue Lease Agreement for which Spokane Sports is solely
responsible and those for which the City is solely responsible.
As used herein, the term "Venue Lease Agreement" shall refer to the NCAA Venue Lease Agreement
executed by the NCAA, City,and Spokane Sports in substantially the same form as that attached hereto as
Exhibit A inclusive of the Bid Specifications and Bid Responses (i.e. the Bid Documents) referenced
therein incorporated as terms of the Venue Lease Agreement. The NCAA's Bid Specifications that are
incorporated as terms of the Venue Lease Agreement are attached hereto as Exhibits B and C.
2. Duration/Termination: All terms of this Agreement shall be and remain in full force and effect
from the date executed by the Parties and shall expire at 12:00 pm on the day following the last day of the
Event unless terminated earlier in accordance with the provisions herein.
This Agreement shall terminate immediately and without further action of the Parties upon termination of
the Venue Lease Agreement to which this Agreement relates.
The indemnification/hold harmless provisions identified in paragraph 7 of this Agreement shall survive
expiration or termination of this Agreement.
3. Contact Individuals. All communications and notices that this Agreement requires to be
provided to a Party shall be sent to the following Party representatives:
To Spokane Sports: Ashley Blake,CEO
201 W North River Drive, Suite 130
Spokane,WA 99201
Email:ashley@spokanesports.org
Phone:607-279-9067
To the City: Marci Patterson,City Clerk
0210 East Sprague Avenue
Spokane Valley,WA 99206
Email: mpatterson@spokanevalleywa.gov
Phone: 509-720-5000
4. Citv's Obligations. The City shall be responsible for performing the following terms of the Venue
Lease Agreement:
A. The City will grant to the NCAA the right to exclusive use and occupancy of the venue for
the duration of the Event, except for such offices, mechanical areas, and other portions of the venue
that the City does not customarily make available for lease.
B. The City will: (a) ensure that the grounds of The Course are well-groomed and in good
repair and sufficient condition for the Event as identified in the Venue Lease Agreement, and (b)
provide,at its own cost, landscape maintenance services,facilities maintenance,garbage removal,snow
removal from parking lots and venue spectator pathways if needed, and general cleanup of the venue
during and upon conclusion of the Event. If requested by Spokane Sports, the City may provide
additional services, such as snow removal from running trails being used for the Event, subject to an
additional fee agreed upon by Spokane Sports and the City.
C. The City shall make the existing parking facilities at The Course available for
complimentary parking during the Event for participating teams, NCAA site representatives, timing
personnel, officials, and spectators. Spokane Sports shall be responsible for identifying parking areas
for Event participants, NCAA representatives, Event personnel, and spectators. Spokane Sports shall
also be responsible for providing any additional parking and associated transportation needed, if any,
for the Event.The City agrees to assist Spokane Sports with identifying potential additional parking for
the Event, but shall not be financially responsible for additional parking.
D. The City grants Spokane Sports access to The Course to the extent reasonably necessary
to plan,prepare for,and operate the Event.
E. The City will be responsible for developing and submitting to Spokane Sports an emergency response
and preparedness plan that is generally applicable to all activity at The Course.City shall provide said plan
to Spokane Sports. Spokane Sports will combine the provisions of the City's plan with the emergency
response and preparedness plan prepared by Spokane Sports that is specific to Spokane Sports'operation
of the Event. Spokane Sports shall be responsible for submitting the combined emergency response and
preparedness plan to the NCAA,with a copy to the City.
F.The City will prepare and deliver to Spokane Sports the City's operational plan for providing the services
identified in paragraph 4.B. of this Agreement for the Event. Spokane Sports will incorporate the City's
plan into the Operational Plan that is(i)required by the Venue Lease Agreement and(ii)the responsibility
of Spokane Sports to develop under the terms of this Agreement.
H. For purposes of complying with Section 9 of the Venue Lease Agreement,the permanent physical
improvements of The Course shall comply with all applicable requirements of the Americans with
Disabilities Act("ADA").This obligation does not require the City to take any action to ensure The Course
is ADA compliant for the Event in regard to communications, media, guest services, or Event operations,
which shall all be the responsibility of Spokane Sports.
5. Spokane Sports's Obligations. Spokane Sports shall:
A. Spokane Sports will serve as the operator and Host/LOC for the 2027 NCAA Men's and
Women's West Regional Championships and all requirements of the Host/LOC identified in the Venue
Lease Agreement.
B. In lieu of the NCAA paying a rental fee to hold the Event at The Course, Spokane Sports
will pay a rental fee to the City in the amount determined by Sports Facilities Companies, the City's
independent consultant,to be fair market value.
C. Except for any expenses identified in this Agreement to be the City's responsibility,
Spokane Sports will be responsible for all financial commitments that are identified in either (a)
Spokane Sports's bid submitted to the NCAA in connection with the Event or (b) the Venue Lease
Agreement.
D. Spokane Sports may enter into a separate agreement with Gonzaga University related to
Spokane Sports's responsibilities as the operator and/or Host/LOC of the Event.
E. It is understood and agreed that Spokane Sports, as the operator of the Event, shall be
responsible for performing its duties and obligations identified in the Venue Lease Agreement
(including the Bid Documents referenced and incorporated therein).
F. It is understood and agreed that Spokane Sports,as the operator of the Event,shall also be
responsible for performing the following duties under the terms of the Venue Lease Agreement:
i. Providing all public announcement services required by the Venue Lease Agreement,
including but not limited to public announcement equipment and personnel, as well as
closed captioning for any public announcement audio and programming on ribbon boards
or video boards set up in the venue.
ii. Satisfying all responsibilities related to lodging identified in the Venue Lease Agreement.
iii. Providing the equipment and services necessary to satisfy all marketing responsibilities
of Spokane Sports(as the Host/LOC)and/or the City(as the Venue)identified in the Venue
Lease Agreement.
iv. Providing the broadcast, media, Internet and "in-venue production" equipment and
services necessary to satisfy the responsibilities identified in the Venue Lease Agreement
if and to the extent required by the NCAA.
v. Providing the equipment and services necessary to satisfy the food and beverage
concessions responsibilities identified in the Venue Lease Agreement.
vi. Providing all items, equipment, supplies, and services necessary to satisfy the terms
identified as being the responsibility of the "Host Institution/Conference and/or
Sponsoring Agency"in Section VI of Exhibit C.
vii. Providing all equipment and supplies otherwise necessary to operate and hold the Event
in the manner required by the Venue Lease Agreement.
viii.Providing and placing directional signage for the Event both off-site (if needed) and at
The Course as identified in the Venue Lease Agreement.
ix. Take all action necessary to ensure that all operations of the Event comply with the
Americans with Disabilities Act,except as identified in Section 4 of this Agreement.
x. Spokane Sports will submit to both the City and the NCAA the Operational Plan required
by the Venue Lease Agreement. The City shall provide Spokane Sports with that portion
of the Operational Plan for the services identified in Section 4.B. of this Agreement that
the City will provide for and during the Event, which information Spokane Sports shall
then incorporate into the Operational Plan required by the Venue Lease Agreement. The
Operational Plan submitted to the NCAA shall identify staffing levels and address all guest
services, including but not limited to emergency medical services (EMS), sanitation,
concessions,security,parking,and off-site transportation.
xi. Spokane Sports will supply portable restrooms in sufficient numbers to serve the
anticipated participants and spectators through the duration of the event.
xii. Spokane Sports will obtain and pay for any necessary permits or approvals on behalf of
the NCAA or in collaboration with the NCAA for the event.Spokane Sports acknowledges
that any permit fee(s)due to the City will be determined at the time Spokane Sports applies
for said permits or approvals.
xiii.Spokane Sports shall (1) identify parking areas for Event participants, NCAA
representatives, Event personnel, and spectators at The Course, and (2) provide any
additional off-site parking and associated transportation needed, if any, for the Event as
determined by the NCAA.
xiv. Spokane Sports will be responsible for submitting to the NCAA the emergency response
and preparedness plan required by the Venue Lease Agreement. The City shall provide
Spokane Sports with that portion of the emergency plan that is generally applicable to all
activities occurring at The Course. Spokane Sports shall (i) draft those portions of said
emergency plan that are specific to the operational aspects of the Event,and(ii)combine
the City's generally applicable venue emergency plan with the emergency plan that
Spokane Sports develops and submits to the NCAA
xv. Except as otherwise provided in this Agreement,Spokane Sports will provide and pay for
all personnel and volunteers that the Venue Lease Agreement requires be provided by
either the City (as the "Venue") or Spokane Sports (as the Host/LOC), including those
identified in the Bid Documents. Such staff include,but are not limited to:ushers,timing
personnel,security personnel, public announcement personnel, food/beverage concession
personnel, a fire marshal, a first-aid facility staffed by paramedics or other certified
emergency personnel,etc.
In the event of a conflict between the terms of this Agreement and the Venue Lease Agreement, the terms
of this Agreement shall control as between the City and Spokane Sports.
6. Facility Use Agreement. The City and Spokane Sports shall enter into a Facility Use Agreement
for the use of The Course for the Event. Said Facility Use Agreement shall be in substantially the same
form and content as Exhibit E attached hereto,though the Parties acknowledge that additional terms specific
to The Course may be necessary.Accordingly, the Facility Use Agreement may include additional terms or
terms deviating from Exhibit E if said terms are mutually agreed upon by Spokane Sports and the City.The
Parties acknowledge and agree that the implied duty of good faith and fair dealing under Washington law
applies to the Parties'negotiation of such terms.
7. Insurance. Spokane Sports shall procure and maintain insurance,as required in this Section,
without interruption from commencement of Spokane Sports's work through the term of the Contract and
for 30 days after the physical completion date of the Event,unless otherwise indicated herein.
A. Minimum Scope of Insurance. Spokane Sports shall obtain insurance of the types described
below for the duration of this Agreement:
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 liability,independent
Spokane Sports,products-completed operations for a period of three years following substantial
completion of the work for the benefit of the City, personal injury and advertising injury, and
liability assumed under an insured contract. The Commercial General Liability insurance shall
be endorsed to provide a per project general aggregate limit,using ISO form CG 25 03 05 09 or
an endorsement providing at least as broad coverage. There shall be no exclusion for liability
arising from explosion,collapse or underground property damage. The City shall be named as
an additional insured under the Spokane Sports's Commercial General Liability insurance policy
with respect to the work performed for the City using ISO Additional Insured endorsement CG
20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or
substitute endorsements providing at least as broad coverage.
3. Workers'compensation coverage as required by the industrial insurance laws of the State of
Washington.
B.Minimum Amounts of Insurance. Spokane Sports shall maintain the following insurance limits
for the duration of the construction of the items described in Exhibit A:
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.
2. Commercial general liability insurance shall be written with limits no less than $2,000,000
each occurrence, $2,000,000 general aggregate, and no less than a $2,000,000 products-
completed operations aggregate limit.
C.Other Insurance Provisions. The insurance policies in effect for the duration this Agreement are
to contain, or be endorsed to contain, the following provisions for automobile liability and
commercial general liability insurance:
1. Spokane Sports's insurance coverage shall be primary insurance with respect to City. Any
insurance, self-insurance, or insurance pool coverage maintained by City shall be excess of
Spokane Sports's insurance and shall not contribute with it.
2.Spokane Sports shall fax or send electronically in.pdf format a copy of insurer's cancellation
notice within two business days of receipt by Spokane Sports.
3. If Spokane Sports 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 Spokane Sports, irrespective of whether such limits maintained by
Spokane Sports 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
Spokane Sports.
4. Failure on the part of Spokane Sports to maintain the insurance as required shall constitute a
material breach of this Agreement, upon which the City may, after giving at least five business
days'notice to Spokane Sports to correct the breach, immediately terminate the Agreement,or
at its sole discretion, procure or renew 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 Spokane Sports from the City.
D.No Limitation. Spokane Sports's maintenance of insurance,its scope of coverage,and limits as
required herein shall not be construed to limit the liability of Spokane Sports to the coverage
provided by such insurance or otherwise limit the City's recourse to any remedy available at law
or in equity.
E.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating
of not less than A:VII.
F. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,
Spokane Sports shall furnish acceptable insurance certificates to City at the time Spokane Sports
returns the signed Agreement, which shall be included as Exhibit D to this 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. Spokane Sports shall be financially responsible for all pertinent deductibles, self-insured
retentions,and/or self-insurance.
H. Subcontractor Insurance. Spokane Sports shall cause each and every subcontractor to provide
insurance coverage that complies with all applicable requirements of Spokane Sports-provided
insurance as set forth herein,except Spokane Sports shall have sole responsibility for determining
the limits of coverage required to be obtained by subcontractors. Spokane Sports shall ensure that
the City is an additional insured on each subcontractor's Commercial General liability insurance
policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and
CG 20 37 10 01 for completed operations.
8. Indemnification and Hold Harmless. Spokane Sports 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, that arise out of or in connection with the performance of this Agreement,
except for injuries and damages caused by the sole negligence of the City.
The City shall defend, indemnify and hold Spokane Sports,its officers,officials,employees and volunteers
harmless from any and all claims, injuries, damages, losses or suits, including attorney fees,that arise out
of or in connection with the performance of this Agreement, except for injuries and damages caused by the
sole negligence of Spokane Sports.
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 Spokane Sports and the City, each Party's liability
hereunder shall be only to the extent of that individual Party's negligence or other culpable conduct or
omission(s). It is further specifically and expressly understood that the indemnification provided herein
constitutes the Parties' 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.
9. Assignment. This Agreement may not be assigned or transferred by either Party without the express
written permission of the other Party.
10. Consideration. The Parties acknowledge and agree that the mutual exchange of commitments
identified in this Agreement constitute valuable and sufficient consideration for this Agreement. This
Agreement shall not be applied or interpreted in any way that construes a gift of public funds(as defined
by applicable Washington State law).
11. Relationship of the Parties. It is understood and agreed that this is an arms-length transaction and
that Spokane Sports and the City are not entering into a joint venture or partnership. No Party or agent,
employee, or volunteer of a Party shall be considered to be an agent, employee, or volunteer of the other
Party. Each Party shall be solely responsible for the conduct and actions of their employees, agents and
volunteers under this Agreement and any liability that may attach thereto.
12. Entire Agreement. This Agreement contains the complete agreement of the parties hereto,
superseding all oral or written previous and contemporary agreements between the parties and relating to
matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written
agreement of the parties hereto attached to and made a part of this Agreement.
13. Condition Precedent. This Agreement is conditioned upon the execution of the aforementioned
Venue Lease Agreement between the City, Spokane Sports,the NCAA for the Event.
14. 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.
15. Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes
between City and Spokane Sports shall be resolved in the Superior Court of the State of Washington in
Spokane County. Notwithstanding the foregoing, Spokane Sports 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 Spokane Sports' services under this Agreement. Spokane
Sports further agrees that an arbitrator's decision therein shall be final and binding on Spokane Sports and
that judgment may be entered upon it in any court having jurisdiction thereof.
16. 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).
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. 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.
19. Attachments. The following documents referenced in this Agreement are attached hereto and
identified below:
A. NCAA Venue Lease Agreement
B. NCAA General Bid Specifications for 2026 through 2028
C. 2026&2027 NCAA Division I Men's and Women's Cross Country Regional Championships
Bid Specifications
D. Certificates of Insurance
E. Facility Use Agreement(form)
The Parties have executed this Agreement this 2/S day of /1.y r ,2d2�
City of Spokane Valley Spokane Regional Sports Commission
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John Hohman,City Manager Ashley Blake,CEO
DATE: Et DATE: 8/12/2025
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Marci Patterson,City Clerk
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Off of the Ci ttorney
Exhibit A
NCAA CHAMPIONSHIPS VENUE LEASE AGREEMENT
This Lease Agreement("Agreement")is made this day of ,2025,by and between
the CITY OF SPOKANE VALLEY, a Washington municipal corporation(hereinafter called "Venue"),
THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION, an unincorporated association,
having its principal place of business at 700 West Washington Street,Marion County,Indianapolis,Indiana
46204,(hereinafter called "the NCAA"),and the SPOKANE REGIONAL SPORTS COMMISSION,a
Washington non-profit corporation (hereinafter called "Host/LOC" or "Spokane Sports") Venue,
Host/LOC,and NCAA are collectively referred to herein as"the Parties."
Venue and Host/LOC have received a copy of the Championships Host Specifications (the "Host
Specifications"),which sets forth and describes the basic requirements for the organization of
the 2027 NCAA Men's and Women's West Regionals Cross Country Championship(the"Championship"),
and Host/LOC participated in,and Host/LOC agree with,the response to the Bid Specifications(the"Bid")
submitted by the Host/LOC (i.e. Spokane Sports) as the host bid committee("Host") or local organizing
committee("LOC"),including all Bid Specifications and Bid Responses related to the competition venue.
The Bid Specifications and the Bid Responses (collectively,the"Bid Documents")are incorporated fully
into this Agreement,except as specifically modified herein.In the event of any conflict between,or among,
this Agreement,the Bid Specifications,or the Bid Responses,the order of precedence shall be as follows:
(1)this Agreement, (2)the Bid Responses, and (3) the Bid Specifications. The exclusion or omission of
any provision or obligation of the Bid Specifications from this Agreement shall in no event be construed as
a waiver or relief from such obligation.Host/LOC acknowledge and agree that by executing this Agreement,
they expressly undertake to satisfy their obligations set forth in the Bid Specifications.Venue and Host/LOC
shall enter into a separate agreement identifying the terms of this Agreement (which includes the terms
contained in the Bid Documents) for which, as between Venue and Host/LOC, each will be responsible.
Venue and Host/LOC must provide an executed copy thereof to the NCAA.
1. Premises.
Upon the terms, covenants, and conditions contained in this Agreement and the Bid Documents,
Venue grants to the NCAA, and the NCAA accepts from Venue, a right for the NCAA to
exclusively use and occupy The Course Spokane Valley TM and"surrounding area"("The Course"
or the "venue") located in the City of Spokane Valley, Washington,on November 9-12, 2027,
except for such offices, mechanical areas, and other portions of the venue that Venue does not
customarily make available for lease, as such portions are set forth and described in the Bid. A
description of the "surrounding area" (i.e., parking lots, frontage property and any other adjacent
areas that the Venue may provide to the NCAA)included in this lease is attached hereto as Exhibit
A.
2. Term and Use of Premises.
The term of this Agreement shall be from date of full execution until final performance by the
Venue and Host/LOC concluding after the Championship.
3. Reasonable Modifications. Specific dates of the Championship are subject to change. In the event
of a date change, Venue and Host/LOC will exercise best efforts to make such adjustments as are
necessary or appropriate to give effect to the terms ofthis Agreement;provided,however,in the event
the Venue or Host/LOC cannot make such necessary or appropriate adjustments,the NCAA may
terminate this Agreement or, subject to the Parties' prior written agreement, carry out the
Championships at the Venue in a different year.
In addition,the Venue and Host/LOC understand that the needs of the Championships and changes
in technology may require adjustments to this Agreement. The NCAA reserves the right to make
1
modifications to this Agreement that do not have a material effect upon the Venue or Host/LOC by
providing written notification to the Venue's and Host/LOC's representative set forth below. For
purposes of this section 3, amendments and modifications shall only be considered to have a
material adverse effect on the financial obligations of the Venue and Host/LOC if the amendments
and modifications collectively exceed five percent (5%) of the total budget identified in the Bid
Responses submitted to the NCAA by Host/LOC.
4. Quality Experience. The Venue and Host/LOC shall cooperate with each other and the NCAA in
order to create a quality environment in the opinion of the NCAA for the participants, fans and
NCAA Corporate Champions and Partners("CCPs")and to conduct the Championships in a safe
and secure manner.
5. Unauthorized Resale Ticket Prohibition. The Venue and Host/LOC shall not permit the
unauthorized resale of tickets inside the Venue and on Venue property, except as expressly
authorized by the NCAA in writing, and shall provide resources sufficient to deter and enforce
against unauthorized conduct.
6. Exclusivity. The NCAA shall have the exclusive right to the entire Venue and surrounding area,
including, but not limited to, the meeting rooms, storage spaces, team stores, concourse
display/activity areas, private clubs, suites, plazas in the Venue(and security perimeter of at least
three hundred feet around Venue and surrounding area) during the Championship. All such space
shall be provided at no additional cost to the NCAA. Should there be additional tenants that utilize
space inside the Venue(such as NFL tenants),these spaces can remain outside of'the operational
use of the NCAA.
7. Venue Space Condition. The Course Spokane ValleyTM shall be provided by the Venue fully
cleaned with all venue areas in good working condition, including existing lighting(if and to the
extent existing),plumbing and HVAC(where applicable)at no cost to the NCAA.
Cleanings of the venue,necessitated by the Championships preparations and operations,shall be at
the cost of the Venue. Coordination, scheduling and approval for such cleanings shall be done
jointly by the NCAA, the Venue, and the Host/LOC. Intermediate cleanings for the purpose of
other approved Venue events shall be at the cost of the Venue and jointly determined by the NCAA
and Venue.
The NCAA shall leave the venue in materially the same condition as it took occupancy,subject to
normal wear and tear following the conclusion of the Championships.
The Venue shall furnish the premises in a manner that is set up for the carrying out of the
Championships provided,however,the NCAA or its designees shall have the right to provide and
install equipment as specified in the Host Specifications.
The venue shall not be materially modified in a way that would reduce space available to the public
in the aisles,entranceways and hallways without the NCAA's advance written approval.
8. Insurance. From and after the Effective Date,the Host/LOC shall carry and maintain,throughout
the Term and at its own expense, the insurance set forth and described in the Host/LOC's Bid
Responses and applicable to the Host/LOC. Venue shall also maintain its premises and general
liability insurance coverage during the Term of this Agreement with coverage limits that are no less
than the limits in place at the time this Agreement is executed.
9. ADA Seating and Accessibility. The NCAA requires the Venue and Host/LOC to be in full
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compliance with all applicable city,state or federal laws and regulations,including those concerning
accommodations for persons with disabilities.The Venue and Host/LOC must disclose their history
of compliance with ADA regulations and any previous or pending actions or suits and ensure
compliance for the Championships. The Venue and Host/LOC shall be responsible for any costs
imposed on the NCAA that result from disabled access non-compliance of the Venue in its
condition prior to the onset of the Championships. As between the Venue and Host/LOC, the
allocation of each individual entity's responsibilities under this section shall be determined by the
separate agreement referenced in Section 31 of this Agreement.
While The Course has ample area for spectators along the race track, it does not have constructed
facilities for spectator seating. As of the date this Agreement was executed by the Parties, the
NCAA does not anticipate requiring spectator seating to be provided for spectators at this cross
country Event. If the NCAA later requires spectator seating to be provided, then the Host/LOC
shall be responsible for providing temporary seating, including seating in accordance with
applicable laws concerning accommodation for persons with disabilities.
At its own expense, Host/LOC will provide, or cause to be provided, closed captioning of all PA
Announcer audio and programming on any in-house ribbon boards or video boards,and otherwise
in compliance with applicable law.
10. Products.
a. The NCAA and its designated representatives shall have the right, with no obligation to
make any payments to the Venue or its concessionaire or any other third parties,to provide
complimentary food and beverages of its choice in the team and game officials locker
rooms,NCAA/LOC hospitality areas,NCAA committee hospitality areas,CCP hospitality
area, media refreshment/buffet area, team benches, courtside media areas, including the
official scorer's table and all courtside media rows,NCAA designated suites and/or other
working areas. The NCAA may provide cups, coolers, bench towels, ice chests, squeeze
bottles, cooler carts and product with commercial marks to all areas under NCAA control,
including all courtside areas.
b. The NCAA and its designated representatives shall have the right to provide equipment
including but not limited to athletic equipment,athletic playing structures,athletic playing
surfaces, temporary seating structures, athletic balls/pucks, bench towels, cups, water
coolers, carts, chairs, other equipment and/or signage on or adjacent to the court. If
furnished by the NCAA,those items shall be provided at the NCAA's expense. The NCAA
shall notify the Venue if it intends to provide these materials.
11. Venue Space Assignments.At no expense to the NCAA, (1)the Venue shall provide the space and
(2) Spokane Sports will make the space assignments specified in Exhibit A, all subject to the
approval of the NCAA,for the Championships. The NCAA acknowledges and accepts the changes
in Exhibit A from what was submitted with the Bid Documents(specifically:the number of parking
spaces onsite has been reduced to 144 regular parking spaces and 7 ADA parking spaces; see also
updated 6K and 10K course maps). If new construction or other work on existing facilities is
necessary to accommodate the NCAA space,the Venue and Spokane Sports shall have the option
to convert all such space at its expense, in accordance with the instructions of the NCAA.
12. Venue Staffing. The NCAA requires game day staffing levels commensurate with the size,
exposure and logistics of the event. As such,the Host/LOC is required to prepare an Operational
Plan("Operational Plan"). This Operational Plan shall include Venue and Host/LOC's portion of
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the public safety plan, guest services, catering, building services and other competition venue
services subject to NCAA review and approval.
Except for landscape maintenance,facilities maintenance,garbage removal and general cleanup of
the venue during and upon conclusion of the Event,the cost of meeting these staffing standards is
the responsibility of the Host/LOC.
Venue Labor/NCAA Out-of-Pocket Costs. In cases in which the NCAA shall be required to pay
for services or recompense the Venue and/or Host/LOC, the NCAA shall pay for pre-approved,
actual out-of-pocket costs for labor(must be 18 years or older), supplies,materials and equipment
rented by the Venue and/or Host/LOC during the Championships, with no additional mark-up or
administrative fee.
13. Security/Medical/Emergency Preparedness.
a.Event Specific Emergency Response Plan:The Host/LOC,in conjunction with applicable federal,
state and local officials, shall submit a coordinated plan for the event specific emergency
preparedness and response,including all aspects of public safety including but not limited to: traffic
control, threat assessment, emergency preparedness, command and control, and communication.
The Host/LOC shall be required to integrate the activities of law enforcement,public health,public
safety,emergency medical services(EMS),emergency management organizations,and health care
organizations. This plan shall be consistent with national standards, industry best practices,
takeaways for similar events and observation/evaluation of prior Championships. The Venue shall
participate and provide technical assistance to the Host/LOC in developing said event emergency
preparedness/response plan.The development and implementation of this plan shall be at no cost to
the NCAA.
b. Venue Emergency Response Plan: The City will be responsible for developing and submitting
an emergency response and preparedness plan to Spokane Sports that applies generally to all events
at The Course. Spokane Sports shall incorporate this information into the emergency response and
preparedness plan for the Event referenced in Section 14.a. above.
14. Permit/Approval/City Service Priorities. The Venue and Host/LOC shall cooperate with all relevant
government agencies to secure necessary permits or approvals on behalf of the NCAA or in
collaboration with the NCAA for conduct of Championships in the Venue. The NCAA shall not be
responsible for any fees associated with securing permits or approvals.
15. Additional Financial Obligations and Reporting.
a. PersonneUServices. The Host/LOC shall furnish and pay for all Event personnel and
services deemed necessary by the NCAA including,but not limited to ushers,ticket takers,
timing personnel,public announcement personnel,exit watch persons, security personnel,
a fire marshal, a first-aid room staffed by paramedics or other certified emergency
personnel,etc.The Venue shall provide maintenance services,construction and cleanup of
the Venue,venue grounds, etc. All personnel shall be under the sole direction and control
of either the Venue or Host/LOC and are not to be considered employees or agents of the
NCAA.
b. No rent due from NCAA.No rental fee shall be due from the NCAA to the Venue.The venue
will charge the Host/LOC a rental fee that will be paid by the Host/LOC.
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c. Audited Box Office and Revenue Statement. The Host/LOC shall provide the NCAA
with an audited box office statement detailing the number of tickets sold,and other revenue
collected by the Venue during the Championships.The Parties acknowledge and agree that
no tickets will be sold for the Championship.
16. Termination by the NCAA After Right to Cure. This Agreement shall terminate in the NCAA's
discretion without liability to the NCAA and without prejudice to the right to compensation for
loss or damages thereby sustained by the NCAA upon any of the following conditions left uncured
after the NCAA provides notice and a thirty (30) day period for compliance to the NCAA's
reasonable satisfaction:
a. material breach of this Agreement by the Venue or Host/LOC,including but not limited to
Venue's or Host/LOC's timely payment of sums owed to the NCAA;
b. venue fails to retain its status in the industry as a top-tier facility in terms of competition
area and amenities for participants and fans through a deterioration of physical structure
(failure to maintain conditions) or senior management in the reasonable opinion of the
NCAA;
c. material breach by any one of the entities that made representations relied upon by the
NCAA in awarding the Championship's host rights;
d. passage or adoption of any state or local law/regulation with effect(or anticipated effect)
in the location of the Championship that the NCAA determines is reasonably likely to be
detrimental to the NCAA, causes (or threatens to cause) damage to the NCAA, or
contravenes or conflicts with an NCAA bylaw,policy,guideline,or value.
17. Termination Without Right to Cure.This Agreement shall terminate immediately by either party
in the event that the other party is the subject of bankruptcy or insolvency. Additionally,the NCAA
may terminate this Agreement if it is unable to conduct the Championships, or otherwise comply
with the terms and conditions of this Agreement, because of an Act of God; strike; labor dispute;
change in federal,state,or local law;war or acts of war;fire;riot;earthquake;pandemic,epidemic,
act of terrorists or other public enemies;or for any similar reason not reasonably within the control
of the NCAA (collectively "Force Majeure"), or otherwise due the cancellation or postponement
of the Championship.
18. Use of NCAA Name,Logos and Marks. Except as may otherwise be expressly provided herein,
both Host/LOC and Venue are prevented from using the NCAA's name, logos and marks, or any
other proprietary designations thereof,in any manner and for any purpose,without the prior express
approval or direction of the NCAA.
19. Assignment or Transfer. Except for contracts between the Venue and Host/LOC for the Host/LOC
to operate the Championship,neither the Venue nor the Host/LOC may assign,transfer or sublet this
Agreement,in whole or in part,without the express prior written consent of the NCAA.
20. Removal of Disorderly Persons. The Host/LOC and Venue retain the right,with its officers and
agents,including police officers,to eject any disorderly person or persons from the Venue. Venue
and Host/LOC agree to indemnify and hold harmless the NCAA, its officers, employees, agents,
and contractors from and against any and all claims,demands,causes of action,liabilities,costs and
attorneys' fees arising out of actions of either Host/LOC or Venue in ejecting any such persons.
5
The NCAA also may request the removal of a person for failure to comply with NCAA's ticket or
credential policies.
21. Indemnity.
a. Venue shall indemnify and hold the NCAA and Host/LOC harmless from any and all suits,
claims,demands,damages,liabilities,costs,expenses and attorneys'fees arising out of any
breach of this Agreement or act or omission of Venue of the rights and obligations granted
to it pursuant to this Agreement,provided that, as to the party claiming indemnification,
such suits,claims,demands,damages,liabilities,costs,expenses and attorneys'fees are not
directly caused by any material breach of this agreement by the party to be indemnified and
provided,further,that the party to be indemnified shall notify the Venue of any such claim or
litigation to which this indemnity shall apply within thirty(30)calendar days of receiving a
written tort claim notice or being served with legal process asserting such a claim.
b. Host/LOC shall indemnify and hold the NCAA and Venue harmless from any and all suits,
claims,demands,damages,liabilities,costs,expenses and attorneys'fees arising out of any
breach of this Agreement or act or omission of Venue of the rights and obligations granted
to it pursuant to this Agreement, provided that, as to the party claiming indemnification,
such suits,claims,demands,damages,liabilities,costs,expenses and attorneys'fees are not
directly caused by any material breach of this agreement by the party seeking
indemnification and provided, further,that the party claiming indemnification shall notify
the Host/LOC of any such claim or litigation to which this indemnity shall apply within
thirty(30)calendar days of receiving a written tort claim notice or being served with legal
process asserting such a claim.
c. The NCAA shall indemnify and hold Venue and Host/LOC harmless from any and all third
party suits,claims,demands,damages,liabilities,costs,expenses and reasonable attorneys'
fees arising out of the exercise by the NCAA of the rights and obligations granted to it
pursuant to this Agreement, provided that, as to the party claiming indemnification, such
suits,claims, demands, damages, liabilities,costs,expenses and reasonable attorneys'fees
are not proximately caused by any breach of this agreement by the party seeking
indemnification and provided,further,that the party claiming indemnification shall notify
the NCAA of any such claim or litigation to which this indemnity shall apply within thirty
(30) calendar days of receiving a written tort claim notice or being served with legal
process asserting such a claim.
22. No Partnership. Nothing contained in this Agreement shall be deemed to constitute a partnership
or joint venture between the Venue,Host/LOC,and/or the NCAA.
23. No Waiver. No waiver by Venue, Host/LOC, or the NCAA of any default or breach of any
covenant, condition,or stipulation herein contained shall be treated as a waiver of any subsequent
default or breach of the same or any other covenant,condition,or stipulation hereof.
24. Governing Law. The validity, interpretation and performance of this Agreement shall be
controlled and construed under the laws of the State of Washington. Any claim or cause of action
filed shall be in a court of competent jurisdiction in Spokane County,Washington.
25. Alteration; Severability. No agent, employee or other representative of any of the Parties is
empowered to alter any of the terms hereof, unless done in writing and signed by an authorized
officer of the respective parties. In case any one or more of the provisions contained in this
6
Agreement shall for any reason be held to be invalid,illegal,or unenforceable in any respect,such
invalidity, illegality, or unenforceability shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid,illegal,or unenforceable provision had never been
contained herein.
26. Venue Representations and Warranties. Venue and Host/LOC each represent and warrant that
(i) it has the authority and right to enter into this Agreement,and fulfill its obligations hereunder,
(ii) it has obtained (or will timely obtain) all necessary approvals, consents, licenses and
permissions in connection with the services and Work referenced herein,(iii)the services and work
referenced herein do not,and will not, infringe upon any rights of any third party, and(iv) it will
comply with all applicable laws,rules and regulations.
Additionally, Venue represents and warrants that it has the right to commit
The Course Spokane ValleyTM(Venue),and parking lot thereof to the terms and conditions set forth
herein, and that said facility, parking lots and surrounding area shall be in a reasonable and safe
condition. The NCAA retains the right to inspect the facility and parking lots and to require
reasonable changes prior to, and as a condition of, commencement of the Championship, but the
NCAA assumes no duty to see that the facility and parking lots are safe.
27. Entire Agreement. This Agreement(together with the Bid Documents incorporated by reference
herein) contains the complete agreement of the parties hereto, superseding all oral or written
previous and contemporary agreements between the parties and relating to matters herein, and
except as otherwise provided herein cannot be modified without written agreement of the parties
hereto attached to and made a part of this Agreement. This Agreement is conditioned upon the
execution of(1) a related agreement between the Host/LOC and the NCAA for the designated
Championship,and(2)the agreement refenced in Section 31 of this Agreement.The Parties agree
that nothing in this section shall be interpreted to invalidate any provision of either of these
aforementioned agreements.
28. Mediation and Arbitration. The parties agree that any disputes arising hereunder that the parties
cannot resolve between themselves shall be addressed in the following manner:
a. First,the parties shall engage the services of a mediator through the American Arbitration
Association. The parties shall share the cost of the mediation equally. Unless the parties
agree otherwise, the mediation shall be in the city where the NCAA national office is
located at a time reasonably agreeable to both parties. Both parties may be represented at
such mediation by attorneys, and each side shall have present a member of senior
management with full authority to bind said party to any resolution that may be mediated.
b. Second, in the event mediation fails,any controversy or claim arising out of or relating to
this Agreement,or the breach thereof,shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and judgment
upon the award rendered by the arbitrator(s)may be entered in any court having jurisdiction
thereof. Unless the parties agree otherwise,the arbitration hearing shall be held in the city
where the NCAA national office is located.
29. Copies to Chief Executive Officers. Upon the request of the chief executive officer of any active
member institution that is directly affected hereby, the NCAA may provide a copy of this
Agreement to such person.
30. Final Execution.
This Agreement shall not be binding upon the NCAA unless and until it is duly executed by the
President of the NCAA,or his authorized designee.
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31. Agreement between Venue and Host/LOC.As stated herein,the Venue and Host/LOC shall have
entered into a separate agreement that, among other things, shall (a) govern the allocation of
revenue in the Venue during the Championships not otherwise retained by the NCAA, and (b)
identify the services herein and in the Bid Documents that the Host//LOC will provide and those
the Venue will provide for the Championships.
32. Any notice required by this Agreement shall be delivered to the following representatives of the
Parties:
To the NCAA: Name:
Phone:
Address:
Email:
To the Venue: Name: Marci Patterson,City Clerk
Phone:509-720-5000
Address: 10210 East Sprague Avenue
Spokane Valley,WA 99206
Email: mpatterson@spokanevalleywa.gov
To the Host/LOC: Name: Ashley Blake,CEO
Phone:607-279-9067
Address:201 W North River Drive, Suite 130
Spokane,WA 99201
Email:ashley@spokanesports.org
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IN WITNESS WHEREOF,the parties hereto have duly executed this Agreement as of the day and year
first above written.
NATIONAL COLLEGIATE ATHLETIC ASSOCIATION("NCAA")
Date:
By:
Title:
VENUE
Date:
By:
Title:
HOST/LOC
Date:
By:
Title:
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EXHIBIT A
Enhancements and Exceptions to the Bid Specifications;and if applicable,
attachment by Venue of"surrounding area"(i.e.,parking lots,frontage property and any other
adjacent areas that the Venue may provide to the NCAA)included in this lease.
Exceptions to the General Bid Specifications:
• Pages 20-21 —BROADCAST,MEDIA AND INTERNET
o Our venue is a cross country site and not equipped with the television power requirements,
lighting requirements due to the outdoor nature,or in house cable or satellite requirements.
• Page 23—IN-VENUE PRODUCTION
o In-venue control room equipment or staffing will not be provided.
Surrounding Areas:
• No surrounding areas outside the venue premises are being provided to the NCAA in this lease
agreement.
• Additional parking lot leases and maps may be secured by the Host/LOC and shared with the
NCAA as acquired. Additional parking lots will serve as spectator parking lots and/or bus/van
parking/staging.
Course Maps:
10
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