HomeMy WebLinkAbout25-209.00AvistaCorporationCelebrationofLightsContract No. 25-209-00
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
Avista Corporation, a Washington corporation ("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 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. During the Event, the City will publicly recognize Sponsor's contribution and sponsorship.
d. Display Avista Corp.'s logo onsite during the event and on promotional printed posters and city
website
4. Sponsor Duties and Warranties.
a. During the Event, Sponsor shall give away 500 keychain lights and provide educational materials
regarding energy efficiency to persons attending the Event.
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 forum for public speech.
c. Sponsor shall not 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
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
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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: Renee Zimmerman
Phone: (509) 957-5661
Address: 1411 E Mission Ave
PO Box 3727 MSC-15
Spokane, WA 99220-3727
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.
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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:
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. Insurance. Sponsor shall procure and maintain insurance, as required in this Section, without
interruption from the time this Agreement is fully executed through the duration of the Event.
A. Minimum Scope of Insurance. Sponsor shall obtain insurance of the types described below for
the duration of the Event:
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
0001.
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 Sponsor, 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
Sponsor'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.
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3. Workers' compensation coverage as required by the industrial insurance laws of the
State of Washington.
B. Minimum Amounts of Insurance. Sponsor shall maintain the following insurance limits for the
duration of the Event:
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 required by this Agreement for the Event
are to contain, or be endorsed to contain, the following provisions for automobile liability and
commercial general liability insurance:
1. Sponsor'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 Sponsor's insurance and shall not contribute with it.
2. Sponsor shall fax or send electronically in .pdf format a copy of insurer's cancellation
notice within two business days of receipt by Sponsor.
3. If Sponsor 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 Sponsor, irrespective of whether such limits maintained by Sponsor
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 Sponsor.
4. Failure on the part of Sponsor 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 Sponsor 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 Sponsor from the
City.
D. No Limitation. Sponsor's maintenance of insurance, its scope of coverage, and limits as required
herein shall not be construed to limit the liability of Sponsor 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 ANII.
F. Evidence of Coveraee. As evidence of the insurance coverages required by this Agreement,
Sponsor shall furnish acceptable insurance certificates to City at the time Sponsor returns the signed
Agreement, which shall be Exhibit A. 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. Sponsor shall be financially
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responsible for all pertinent deductibles, self -insured retentions, and/or self-insurance.
H. Subcontractor Insurance. Sponsor shall cause each and every subcontractor to provide insurance
coverage that complies with all applicable requirements of Sponsor -provided insurance as set forth
herein, except Sponsor shall have sole responsibility for determining the limits of coverage required
to be obtained by subcontractors. Sponsor 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.
11. Indemnification and Hold Harmless. Sponsor 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.
However, should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Sponsor and the City, each Parry's
liability hereunder shall be only to the extent of that individual Parry'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.
12. 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.
13. Assignment and Delegation. 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.
14. 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.
15. 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.
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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. Prior to commencement of Work under this Agreement, Sponsor shall register
with the City as a business if it has not already done so.
18. 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);
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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);
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 3 8;
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.).
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.
20. Exhibits. Exhibits attached and incorporated into this Agreement are:
A. Certificate of Insurance
The Parties have executed this Agreement this "day of November, 2025.
CITY OF SPOKANE VALLEY: AVISTA CORPORATION:
John Hohman, City Manager : enee ;Zimmerman
Its: Energy Efficiency Senior Program Manager
APPROVED AS TO FORM:
City
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Avista Corp.
1411 E. Mission
P.O. Box 3727, MSC-19
Spokane, WA 99220-3727
www. ayi staco rp. Com
Bob Brandkamp, ARM
Risk Manager
(509) 495-4924
bob.brandkamp@avistacorp.com
November 21, 2025
City of Spokane Valley
10210 East Sprague Ave
Spokane Valley, WA 99206
Attn: Marci Patterson, City Clerk, City of Spokane Valley
Re: Confirmation of Coverage, Avista Sponsorship City of Spokane Valley Tree Lighting
Ceremony, December 5th, 2025
As a major private utility, Avista Corporation retains risks by self -insuring at or above the
minimum coverage requirements for Commercial General Liability (CGL ) Business Auto and
Workers' Compensation in Sections 10A and 10B of the Ag�eement. Avista Corp. is a self -
insured organization for General Liability and Business Auto Liability to third parties for claims
up to $2 million per occurrence and $500,000 for Workers' compensation. Avista also carries
excess general, business auto liability, and workers' compensation through AEGIS Insurance
Services. Avista's Claims Department would respond in a manner similar to a commercial
insurer in case a claim occurrence arises within our self -insured risk.
Avista considers the City of Spokane Valley, its officers, agents and employees as Additional
Insureds as it applies to Avista's sponsorship and up to the limit's of self-insurance coverage
referenced in this letter.. Avista Corporation assumes responsibility per terms of the
Agreements to the extent that standard insurance policies would respond to an insurable loss.
If you have any questions, please contact me.
Sincerely,
1
Bob Brandkamp, A
Risk Manager