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HomeMy WebLinkAbout25-207.00Goodale&BarbieriCompanyCelebrationofLightsDocuslgn Envelope ID: BDA662D9-7EA3-454A-9A87-386F74316688 Contract No. 25-207.00 CITY OF SPOKANE VALLEY EVENT SPONSORSHIP AGREEMENT This CITY OF SPOKANE VALLEY EVENT SPONSORSHIP AGREEMENT (the "Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and Goodale & Barbieri Company, a company organized under Washington law ("Sponsor"), jointly referred to herein as the "Parties". For the exchange of valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: 1. Purpose. This Agreement is intended to set the terms and conditions under which the Sponsor will provide sponsorship to the City for the event identified in Section 2 of this Agreement (hereinafter the "Event"). 2. Event Details. a. Event Name: City of Spokane Valley Tree Lighting Ceremony b. Date & Time: December 5 2025, from 5:30pm to 7:30pm c. Location: Balfour Park, 105 N. Balfour Road, Spokane Valley, WA 99206 3. Sponsor Benefits. In consideration for Sponsor's performance of the obligations identified herein, the City shall: a. Use the Sponsor's contributions solely for the purposes of the Event. b. Reserve space at the Event for Sponsor to interact with Event attendees and demonstrate Sponsor's support of the Event. During the Event, Sponsor may use the reserved space to display its logo and distribute promotional items not otherwise prohibited by this Agreement. Sponsor is responsible for providing, at its own cost, any and all materials necessary for its use of said reserved space during the Event. c. Provide verbal recognition and display Goodale & Barbieri logo onsite during the event and display Goodale & Barbieri logo on promotional printed posters and city website. 4. Sponsor Duties and Warranties. a. Sponsor shall pay one thousand eight hundred dollars ($1,800) to Reindeer Express, on the City's behalf, to pay for the reindeer animal rental services that will be provided at the Event, which rental services will be provided per a separate agreement between the City and Reindeer Express. b. Sponsor acknowledges that (i) the Event is a City event, (ii) the City does not intend the Event to serve as a forum for public speech, and (iii) the Event is not a foram for public speech. c. Sponsor shall not, either at or in connection with the Event, make any oral or written communication stating or implying that the City, including its elected officials and/or staff, endorse a particular company, organization or any other entity, including Sponsor, or any other entity's good or services, including Sponsor's goods or services. d. Sponsor shall not, either at or in connection with the Event, display any message that contains a comparative or qualitative description of Sponsor's goods or services, price information about Sponsor's Sponsorship Agreement for COSV Event Page 1 of 5 Docusign Envelope ID: BDA662D9-7EA3-454A-9A87-386F74316688 goods or services, or any other message that is a call to action related to Sponsor's goods or services. e. Sponsor shall comply with RCW 42.17A.555 pertaining to use of City property to support or oppose any campaign for a ballot measure or a person's candidacy for elective office. f. Sponsor warrants that (i) it has full authority to enter into this Agreement and (ii) the logos and other intellectual property that it displays at or in connection with the Event do not and will not infringe on any third -party rights. 5. Duration and Termination. a. This Agreement shall remain in full force and effect through the date of the Event. b. Either party may terminate this Agreement prior to the Event, effective upon delivery of a termination notice to the defaulting party, if the defaulting party fails to perform a material duty or obligation under this Agreement and that failure is not cured within a reasonable time after the defaulting party receiving written notice of the default. c. Prior to the time of the Event, City may terminate this Agreement immediately upon delivering written notice to Sponsor if City determines that continued affiliation with Sponsor (i) is inconsistent with the City's policies or values, and/or (ii) adversely impacts the City's reputation and/or image. d. During the Event, City may immediately terminate this Agreement without providing written notice or an opportunity to cure if Sponsor violates a material term of this Agreement during the Event, including but not limited to Sponsor's obligations identified in Section 4 of this Agreement. e. Sections 7, 11, and 18.0 of this Agreement shall survive termination of this Agreement. 6. Relationship of the Parties. It is understood and agreed that Sponsor shall be an independent contractor and not the agent or employee of City. All employees, volunteers, and agents of Sponsor who provide services under this Agreement shall be deemed employees solely of Sponsor. Any third parties (including employees thereof) with whom Sponsor contracts to perform any of its duties identified herein shall be deemed independent contractors solely of Sponsor. Sponsor shall be solely responsible for the conduct and actions of all its employees, agents, and independent contractors under this Agreement and any liability that may attach thereto. 7. Notice. Notice other than applications for 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 Spokane Valley, WA 99206 TO SPONSOR: Name: Bob Spooner Phone: 509-999-1959 Address: 801 West Riverside #300 Spokane, WA 99201 8. Compliance with Applicable Laws and Grant Agreements. Sponsor, in the performance of this Agreement, agrees to comply with all applicable federal, state, and local laws, codes, and regulations. 9. Certification Regarding Debarment Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, Sponsor certifies to the best of its knowledge and belief, that it and its principals: Sponsorship Agreement for COSV Event Page 2 of 5 Docusign Envelope ID: BDA662D9-7EA3-454A-9A87-386F74316688 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 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. No waiver in one instance shall be held to be 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. Assisnment and Delezation. Neither party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 12. Disputes. All disputes arising under or related to this Agreement that are not resolved through informal discussion and negotiations shall be resolved by litigation. Any such litigation shall be filed in the Superior Court of the State of Washington for Spokane County, unless required otherwise by applicable federal or state law, and shall be governed in all respects by the substantive and procedural laws of the State of Washington. The prevailing party on litigation of claims arising out of this Agreement shall be entitled to recover their reasonable attorney fees and costs of such litigation. 13. Entire Agreement. This 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. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. 14. 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. Sponsorship Agreement for COSV Event Page 3 of 5 Docusign Envelope ID: BDA662D9-7EA3-454A-9A87-386F74316688 15. Business Registration. Prior to commencement of Work under this Agreement, Sponsor shall register with the City as a business if it has not already done so. 16. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, Sponsor, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Sponsor shall comply with the federal laws set forth in subsection E, below ("Pertinent Non -Discrimination Authorities") relative to non-discrimination as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Sponsor, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Sponsor shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Information and Reports. Sponsor shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Sponsor is in the exclusive possession of another who fails or refuses to furnish the information, Sponsor shall so certify to the City, as appropriate, and shall set forth what efforts it has made to obtain the information. D. Sanctions for Noncompliance. In the event of Sponsor's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or may determine to be appropriate, including, but not limited to cancelling, terminating, or suspending the Agreement, in whole or in part. E. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, Sponsor agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Sponsorship Agreement for COSV Event Page 4 of 5 Docusign Envelope ID: BDA662D9-7EA3-454A-9A87-386F74316688 Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and Sponsor, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 17. 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. 18. Exhibits. Exhibits attached and incorporated into this Agreement are: ti-- e �1 ` f r(� /,l vC J A . 0 o �j.t �a�c' 6 Lod The Parties have executed this Agreement this ZJ"day of November 2025. CITY OF SPOKANE VALLEY: John Hohman, City Manager Sponsorship Agreement for COSV Event Page 5 of 5 GOODALE & BARBIERI COMPANY: A-G:.-.. & d,.;.. By: Alicia Barbieri 11/21/2025 1 8:52 AM PST Its: VP Goodale and Barbieri Company INVOIGLOM Date: November 21, 2025 Invoice # 20251017 Twin Spruce Bird Ranch dba Reindeer Express PO Box 311 Reardan, WA 99029 509-990-1286 reindeerexpresswa yahoo.com TIN: 91-1613369 TO City of Spokane Valley 105 N Balfour Rd Spokane Valley, WA 99206 DATE AND TIME OFEVENT: DEPOSIT DUE DATE 12/05/2025 5:30pm-7:30pm 06/10/2025 TYPE DESCRIPTION EVENT DETAILS Rental 2 Reindeer w/ handler 3 hours @ $600/hour Balance Due: Paid in full Animals will not be unloaded until the event is paid in full. Make all checks payable to: Twin Spruce Bird Ranch Thank you for choosing Reindeer Express ® for your event! TOTAL $1,800.00 $0.00