25-151.00SedsDeliciousDogs Contract No. #25-151.00
AGREEMENT FOR VENDOR SERVICES RELATED TO SPECIAL EVENT
Sed's Delicious Dogs
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State
of Washington, hereinafter"City" and Sed's Delicious Dogs, hereinafter"Vendor,"jointly referred to as
"Parties."
WHEREAS, the Cops and Kids Car Show(the"Special Event") is scheduled to occur at Balfour
Park from 4 to 7 p.m. on August 23,2025;and
WHEREAS, the City desires to allow attendees of the Special Event the opportunity to purchase
food and beverages;and
WHEREAS,the City may allow the sale of goods or services at City parks pursuant to an agreement
with the City;and
WHEREAS, the City may require appropriate compensation for allowing any such commercial
uses upon City park property;and
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 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 goods and services for sale to the public in
support of and to enhance the Special Event,the City is providing a location for the Vendor's equipment.
4.Payment. Vendor shall pay the City the$25 fee one week prior to the Special Event plus any applicable
tax. All payments shall be sent to 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: TO THE VENDOR:
Name: Marci Patterson,City Clerk Name: Sed's Delicious Dogs
Phone:(509)720-5000 Phone:(509)499-7251
Address: 10210 East Sprague Avenue Address: 2727 E 4th Ave,Spokane,WA,99202
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Contract No. #25-151.00
Spokane Valley,WA 99206 Email:Sedrickdickerson49@gmail.com
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. 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. 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,
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.
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Contract No. #25-151.00
Vendor hereby certifies that this indemnification provision was mutually negotiated.
10.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power,
right,or authority to waive any of the conditions or provisions of this Agreement. 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.
11. Assignment and Delegation. 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.
12. 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.
13. 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.
14. 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).
15. 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.
16.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.
17. 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.
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.Exhibits. Exhibits attached and incorporated into this Agreement are:
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Contract No. #25-151.00
A. Scope of Services ,,rr��
The Parties have executed this Agreement thi9 day of / UG-Lt8r 20 2-55
CITY OF ' NE VALLEY Ven or: 111
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John Hoh ,City Tanager 07 By: S
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Its: A jr,L. cpres
APPROVED AS T FORM:
Office the City Atto ey
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Contract No. #25-151.00
EXHIBIT A—SCOPE OF SERVICES
Cops &Kids Car Show—23 August 2025
Pursuant to SVMC 6.05.050,by this Agreement the City is allowing the sale hot dogs at the Cops&Kids
Car Show on 23 August 2025.
Sed's Delicious Dogs will provide hot dogs for the patrons attending the Cops&Kids Car Show,
August 23,2025 at Balfour Park. City will provide the exact location for the vendor at the event.
In addition:
o Sed's Delicious Dogs will pay a flat fee of$25 event fee per event to the City.
o Sed's Delicious Dogs shall process and collect all fees for their goods during the event.
o Sed's Delicious Dogs shall provide all equipment and goods necessary for the sale of hot dogs
at the event. The vendor should plan on providing its own power via generator or other
means and shall not rely on power provided by the City.
o Sed's Delicious Dogs shall comply with all park rules and regulations.
o Sed's Delicious Dogs shall not disrupt the event in any manner.
o Sed's Delicious Dogs is aware that it 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 Sed's Delicious Dogs.
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Contract No. #25-151.00
AC J)RIDB CERTIFICATE OF LIABILITY INSURANCE I D"EP�°I'""'
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CERNHCATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND I_Ot4t ERS NO RIGHTS UPON THE CERNFIC fE HOLDER.THIS
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