County Resolution 1 0313 Valley Mission ParkNO.. 1 0313
BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY, WASHINGTON
IN THE MATTER OF EXECUTING AN )
AGREEMENT BETWEEN SPOKANE )
COUNTY AND SPLASH -DOWN )
CONCESSIONS, INC. REGARDING ) RESOLUTION
LEASING A PORTION OF VALLEY )
MISSION PARK FOR A WATERSLIDE )
AND OTHER MATTERS RELATED )
THERETO )
WHEREAS, pursuant to the provisions of RCW 36.32.120(6), the Board of County Commis-
sioners of Spokane County has the care. of County property and the management of County funds and
business; and
WHEREAS, pursuant to the provisions of Spokane County Code Section 1.56.140 et seq. the
Board of County Commissioners may lease county -owned property; and
WHEREAS, Spokane County is the owner of Valley Mission Park, located at 11423 East
Mission, Spokane, Washington; and
WHEREAS, a certain portion of Valley Mission Park was declared surplus to the present and
foreseeable need of Spokane County by the Board of County Commissioners of Spokane County
pursuant to Resolution No. 82 -0350; and
WHEREAS, pursuant to Resolution No. 82 -0494, the Board of County Commissioners
authorized the execution of a Water Slide Agreement with Splash -Down Concessions, Inc., pursuant
to which Splash -Down Concessions leased a portion of Valley Mission Park for a period of ten (10)
years to construct and operate a water slide, and
WHEREAS, pursuant to Resolution No. 92 -1018, the Board of County Commissioners
authorized execution of another Water Slide Agreement with Splash -Down Concessions, Inc.,
pursuant to which Splash -Down Concessions leased a portion of Valley Mission Park for a subsequent
term of ten (10) years to operate a water slide, such lease terminating on July 25, 2002. Said
Agreement, in Section No. 29, provides that the same may be rn�dified with the same formalities as the
initial Agreement; and
WHEREAS, the Parties desire to modify that Agreement dated July 21. 1992 and executed
under Resolution No. 92 -1018 by executing a new restated Water Slide Agreement which includes
certain modified terms, including among others a new term and fee(s).
Page 1 of 2
1 0313
NOW, THEREFORE, BE IT HEREBY RESOLVED by the Board of County
Commissioners of Spokane County, that either the Chairman of the Board, or a majority of the Board,
be and is hereby authorized to execute that document entitled "WATER SLIDE AGREEMENT,"
pursuant to which, under certain terms and conditions, the Board of County Commissioners will lease
to Splash -Down Concessions, Inc. approximately 2.56 acres located at the Valley Mission Park to be
used for the purpose of operating a waterslide. The lease has an initial term of five (5) years and is
renewable for a second five -year term. LESSEE shall pay a fee of 10% of the gross revenues,
exclusive of concessions, up to $300,000.00 and 5% of gross revenues, exclusive of concessions, in
excess of $300,000.00 for both the initial term and renewal term. Additionally, the LESSEE shall pay
the COUNTY for the first five -year term, 15% of the gross concession receipts and for the renewal
term 20% of the gross concession receipts.
PASSED AND ADOPTED this /'7fh day of 4,0ri 1 2001.
BOARD OF COUNTY COMMISSIONERS
OF SPOKANE, COUNTY, WASHINGTON
Daniela Erickson, Deputy
(resolutions nvaterslide 200 Ljpe)
Page 2 of 2
Return to:
1 0313 WATER SLIDE AGREEMENT
THIS AGREEMENT, made and entered into this /';;,;A day of , 2001 by and
between Spokane County, a political subdivision of the State of Washington, having offices for the
transaction of business at 1116 West Broadway Avenue, Spokane, Washington 99260, hereinafter
referred to as the "COUNTY," and Splash -Down Concessions, Inc., having offices for the transaction of
business at 12727 East Piper Road, Spokane, Washington 99207, hereinafter referred to as the
"LESSEE," jointly, hereinafter referred to along with the COUNTY as the "PARTIES."
WITNESSETH:
WHEREAS, pursuant to the provisions of the RCW 36.32.120(6), the Board of County
Commissioners of Spokane County has the care of County property and the management of County funds
and business; and
WHEREAS, pursuant to the provisions of RCW 36.68.010, a county may lease or sell any park
property, buildings or facilities surplus to its needs, or no longer suitable for park purposes; and
WHEREAS, pursuant to the provisions of Spokane County Code Section 1.56.140 et seq. the
Board of County Commissioners may lease county owned property; and
WHEREAS, Spokane County is the owner of Valley Mission Park, located at 11423 East
Mission, Spokane, Washington; and
WHEREAS, a certain portion of Valley Mission Park was declared surplus to the present and
foreseeable need of Spokane County by the Board of County Commissioners of Spokane County
pursuant to Resolution No. 82 -0350; and
WHEREAS, pursuant to Resolution No 82 -0494, the Board of County Commissioners
authorized execution of a Water Slide Agreement with Splash -Down Concessions, Inc., pursuant to
which Splash -Down Concessions leased a portion of Valley Mission Park for a period of ten (10) years to
construct and operate a water slide; and
Page l of 14
WHEREAS, pursuant to Resolution No. 92 -1018, the Board of County Commissioners
authorized execution of another Water Slide Agreement with Splash -Down Concessions, Inc., pursuant to
which Splash -Down Concessions leased a portion of Valley Mission Park for a subsequent term of ten
(10) years to operate a water slide such lease terminating on July 25, 2002. Said Agreement in Section
No. 29 provides that the same may be modified with the same formalities as the initial Agreement; and
WHEREAS, the Parties desire to modify that agreement dated July 21, 1992 and executed under
Resolution No. 92 -1018 by executing a new restated Water Slide Agreement which includes certain
modified terms, including among others a new term and fee(s).
NOW, THEREFORE, for and in consideration of the mutual promises set forth herein the
PARTIES hereto do mutually agree as follows:
SECTION NO. 1: SUBJECT AND PURPOSE
The COUNTY leases to LESSEE, subject to the terms and conditions herein contained, certain real
property in Valley Mission Park located at 11423 East Mission, Spokane, Washington, and more
particularly described as follows:
That portion of Blocks 72, 75, 76 lying South of State Highway and Blocks 78. 79, 81 and
82 all in Pinecroft First Addition according to plat hereof recorded in Book "M" of Plats, Page 35
Spokane County, Washington. Together with that portion of vacated Johnson St. adjoining said
Blocks.
Except the West 110 feet of said Blocks 72, 75, 78 and 81; also except the East 346.7 feet
of said Blocks 76, 79 and 82; also except that portion of said Block 82 and vacated Johnson St.
included within the existing tennis courts.
containing 2.56 acres more or less.
hereinafter referred to as the "Premises" for the purpose of constructing and operating only a water slide
or slides and related landscaping uses. The COUNTY shall provide LESSEE all necessary easements
reasonably required by LESSEE to access the Premises.
SECTION NO. 2: TERINI
The initial term of this Agreement shall be for five (5) years commencing on July 26, 2002 and
terminating on July 25, 2007. This Agreement, at the option of the LESSEE may be renewed for an
additional five (5) year time frame commencing on July 26, 2007 and terminating on July 25, 2012.
Provided, however, the renewals shall be subject to all provisions set forth herein. LESSEE shall
indicate its intent to renew this Agreement by giving the COUNTY six (6) months xNTitten notice prior to
the end of the initial term.
Page 2of14
SECTION NO. 3: CONSTRUCTION OF SLIDE
LESSEE, at its sole expense, shall construct, operate and maintain upon the Premises a water slide or
slides, together with appropriate fencing, support structures, landscaping, splash pool, and all related
facilities and equipment. No change or modification of the plans and specifications submitted by
LESSEE to the COUNTY and incorporated herein by reference shall be made unless first approved by
the COUNTY. If at any time during the life of this Agreement the LESSEE fails to use the Premises for
the purpose of construction and operation of a water slide or slides, without first obtaining permission in
writing from the COUNTY, this Agreement may at the COUNTY'S option, be terminated.
If the LESSEE desires to add additional flumes, apparatus or other recreational items or facilities other
than those originally proposed, LESSEE shall first obtain permission from the COUNTY.
SECTION NO. 4: OPERATION OF SLIDE
During the term of this Agreement the LESSEE shall initiate, contract for and obtain in its own name and
fully and promptly pay for all water, gas, sewer (except as set forth in Section No. 14), refuse, electricity,
heat, lights, power, telephone service, and all other public utilities of every kind furnished to the
Premises throughout the term hereof, and all other costs and expenses of every kind whatsoever of or in
connection with the use, operation and maintenance of the Premises and all activities conducted thereon
and the COUNTY shall have no responsibility of any kind whatsoever for any thereof.
LESSEE shall operate the slide for public use during such months and hours as it deems proper;
provided, however, that hours of operation shall comply with either all provisions as set forth in Section
No. 32 (LAND USE ACTION) of this Agreement, such hours of operation which may be imposed in
conjunction with any subsequent land use action, if any, or Spokane County Code Section 6.14.060,
which ever is most restrictive.
No advertising shall be inscribed, painted, affixed, or displayed on the Premises without the prior
approval of the COUNTY. The purpose of this provision being to ensure that the LESSEE does not
utilize or display advertising that may be offensive to the COUNTY or the citizens thereof. LESSEE
shall not discriminate against any employee or applicant for employment, or patron on the grounds of
race, color, sex, national origin, creed, marital status, age or presence of any sensory, mental or physical
handicap or the use of a trained guide dog or service dog by a disabled person.
SECTION NO. 5: FEE
The LESSEE shall pay to the COUNTY for the initial and renewal terms of this Agreement a fee of Ten
percent (10 %) of gross revenue up to 5300,000, and five (5) Five percent of gross revenue in excess of
S300,000. For the purpose of this section the terminology gross revenue shall include all revenue derived
from operation of the slide or slides, shelter rental and any other recreational apparatus on the Premises.
It shall not include revenue derived from concessions that are separate addressed in Section No. 12.
The percentage fees shall be paid within ten (10) days after the end of each calendar month during which
there are gross receipts from the operation of the slide or slides, other recreational apparatus, or food
concessions.
Page 3 of 14
Within sixty (60) days after the close of its slide operating season, LESSEE shall deliver to the
COUNTY a statement of its gross receipts, including supporting documentation, from LESSEE'S
operations on the Premises, setting out monthly gross receipt figures and percentage fee computations for
the entire operating season. Additionally, at the request of the COUNTY, the LESSEE shall provide a
Financial Statement Audit prepared by a qualified CPA on each years operations.
SECTION NO. 6: INSURANCE
During the period of this Agreement LESSEE shall carry and keep in force, at its sole expense, a
commercial general liability insurance policy with minimum limits of $1,000,000 per occurrence with a
$3,000,000 aggregate for bodily injury and $1,000,000 per occurrence for property damage. Said policy
shall be written by a reliable insurance company or companies and shall provide that said policy shall not
be canceled, materially changed or not renewed without 30 days prior notice thereof to the COUNTY.
The COUNTY reserves the right to approve the LESSEE'S insurance carrier(s). The COUNTY shall be
named as an additional named insured in all such policies and the LESSEE shall provide the COUNTY
with certified copies of said coverage prior to commencement of operation of the water slide.
On January 1st of each year that this Agreement is in effect, the COUNTY agrees to contact the
COUNTY'S insurance broker and obtain an actuarial review of water slide coverage and claims. As a
result of such actuarial review, the PARTIES may mutually agree to modify the commercial general
liability insurance policy provisions provided for herein.
The LESSEE shall provide all fire insurance on the Premises and personal property that LESSEE moves
onto the Premises and any casualty insurance desired by LESSEE both at the sole expense of LESSEE
and the COUNTY should have no responsibility whatsoever therefore.
SECTION NO. 7: INDEMNIFICATION
The COUNTY shall not be liable for any loss, injury, death, or damage to persons or property
which at any time may be suffered or sustained by LESSEE or by any person whosoever may at any time
be using or occupying or visiting the Premises or be in on or about the same, whether such loss, injury,
death, or damage shall be caused by or in any way result from or arise out of any act, omission, or
negligence of the LESSEE or of any occupant, sub - tenant, visitor, user, or patron of any portion of the
Premises, or shall result from or be caused by any other matter or thing whether of the same kind as or of
a different kind that the matters or things set forth above, and LESSEE shall indemnify the COUNTY
against all claims, liability, loss or damage whatsoever on account of any such loss, injury, death or
damage. LESSEE hereby waives all claims against the COUNTY for damages to the buildings and
improvements that are now on or hereafter placed or built on the Premises and to the property of
LESSEE in, or about the Premises, and for injury to persons or property in or about the Premises, from
any cause arising at any time during the term hereof, the giving of this waiver being one of the conditions
upon which this Agreement is executed by the COUNTY.
Page 4of14
SECTION NO. 8: SLIDE OWNERSHIP
It is understood that the water slide is a proprietary product of the LESSEE. The COUNTY obtains no
interest therein as a part of this Agreement and may not use any of its ideas, concepts, structures or
components without the express consent of LESSEE except as provided hereinafter.
SECTION NO. 9: OWNERSHIP OF IMPROVEMENTS
All improvements and equipment placed on the Premises by LESSEE shall be and remain the property of
LESSEE, and the COUNTY shall have no interest therein except as provided hereinafter.
SECTION NO. 10: TERMINATION
In addition to all other rights and remedies, which the PARTIES may have herein or at law, the PARTIES
may terminate this Agreement as follows:
By LESSEE:
This Agreement may be terminated by the LESSEE upon 30 days written notice to the COUNTY"
upon the happening of any one of the following events:
The default of Spokane County in the performance of any terms, conditions or covenants
herein required to be performed by the COUNTY and the failure of the COUNTY" to remedy
such default within a period of 30 days after the receipt from the LESSEE of written notice
to remedy the same; provided, however, that no notice of termination as herein provided
shall be of any force or effect if the COUNTY shall have remedied the default prior to the
expiration of such 30 -day period, or if the nature of such default is such that a period in
excess of 30 days is necessary in order for the COUNTY to cure the default and shall
diligently continue its efforts to correct such default. In such event, the COUNTY shall have
such time as is reasonably required to cure the default.
2. The failure to derive gross receipts from operation of the water slide of at least S125,000 in
any operating season.
By COUNTY:
This Agreement may be terminated by Spokane County upon 30 days written notice to the LESSEE
upon the happening of any one of the following areas.
The failure of the LESSEE to make any payments of money as required hereunder after
receiving ten days written notice of its failure to pay such money.
The failure of LESSEE to derive gross receipts from operation of the water slide at least
S 125,000 in operating season or a minimum payment of S 13,000.
Page 5 of 14
3. Abandonment of the Premises by the LESSEE and/or the continuance of unauthorized
variance of conduct and operation of the business required hereunder for a period of five
consecutive days. Provided, however, that the COUNTY understands and agrees that
LESSEE'S operation is seasonal and closing the Premises for the season or interruptions
in the operation of the water slide due to weather conditions or repairs shall not
constitute an abandonment of the Premises.
4. The default of LESSEE in the performance of any terms, conditions or covenants herein
required to be performed by the LESSEE and the failure of the LESSEE to remedy such
default in a period of 30 days after receipt of written notice to remedy the same.
Provided, however, that no notice of termination as herein provided shall be of any force
or effect if LESSEE shall have remedied the default to the sole satisfaction of the
COUNTY prior to the expiration of such 30 days period, or if the nature of such default
is such that a period in excess of 30 days is necessary in order for LESSEE to cure such
default, and LESSEE shall have commenced to cure the default and shall diligently
continue its efforts to correct such default. In such event, LESSEE shall have such time
as is reasonably required to cure the default.
In the event of termination of the lease as provided herein the PARTIES shall have their remedies
according to law and in addition shall have the following remedies:
By LESSEE:
In the event of termination by LESSEE, and except as provided herein LESSEE shall have the
right to remove the water slide, removable supporting structures, buildings and other
improvements placed upon the Premises by LESSEE at any time within 120 days after such
termination. LESSEE shall restore the Premises to its original condition during the same time
frame allowed for removal of the structure.
By COUNTY:
In the event of termination by Spokane County as provided herein or at the end of the term of this
Agreement the COUNTY shall have the right for a period of 90 days after termination to
purchase the water slide, support structures, buildings and other improvements from the LESSEE
at a price to be mutually agreed upon. In the event the COUNTY shall not exercise its right to
purchase the water slide, support structures, buildings and other improvements within the 90
days period, the LESSEE shall remove the same within 120 days after the expiration of such
period and restore the Premises to its original condition during the same time frame.
In the event of a termination for any reason provided for herein, and the LESSEE does not remove the
water slide, supporting structures, buildings and other improvements placed upon the Premises by the
LESSEE within the time frames set forth herein, the COL! TY may at its option, (1) on the payment of
one dollar ($1.00) take title to said property; or (2) dismantle, remove and store such property at a
location convenient to the COUNTY and charge to the LESSEE a fee for dismantling, removing,
transporting and storing said property.
Page 6 of 14
SECTION NO. 11: SWIMMING POOL/VALLEY MISSION PARK
RECREATIONAL FACILITIES
It is understood by the PARTIES that the COUNTY'S decision(s) to keep any Valley Mission Park
recreation facility, including but not be limited to the tennis courts, softball field, playground, gazebo,
arena, stables, basket ball court, rest rooms, or Swimming Pool open or closed shall not have any bearing
whatsoever with the LESSEE'S obligation to carry out all terms, conditions and convents set forth
herein.
SECTION NO. 12: CONCESSIONS
The LESSEE will be granted a concession right to sell food, soft drinks, active wear and souvenirs on the
Premises. The LESSEE shall pay the COUNTY for the first five (5) year term of this Agreement 15% of
gross concession receipts. The LESSEE shall pay the COUNTY for the second five (5) year ter of this
Agreement 20% of gross concession receipts. The exact scope of LESSEE'S concessi term of
sales shall be
negotiated and mutually agreed upon. The fee shall be paid as set forth in Section No. 5 of this
Agreement.
SECTION 40- 13: WASTE AND NUISANCE PROHIBITED
During the term of this Agreement, LESSEE shall comply with all applicable laws affecting the
Premises, the breach of which might result in any penalty on the COUNTY or forfeiture of the
COUNTY'S title to the Premises. LESSEE shall not commit, or suffer to be committed any waste on the
Premises, or nuisance.
SECTION NO. 14: SEWERS
In the event that Valley Mission Park or Mission Avenue becomes served by sewer. the PARTIES agree
to the following allocation of costs:
Sewer Capital Facilities Rate: LESSEE shall be responsible for paying all Sewer Capital
Facilities Rate charges (i.e. ERU's) allocable to LESSEE'S use of the Premises above and
beyond (expansion of) those uses existing December 2000 pursuant to this Agreement. All
approved uses existing in December 2000 subject to sewerage per Spokane County codes
shall be subject to allocation of costs in accordance with the agreement in place December
2000.
LESSEE will pay all construction costs incurred to maintain service and/or for the
connection of any new or increase in service due to expansion of the water slide facility
install an additional water
pursuant to this Agreement.- LESSEE shall at his own expense
meter(s) to measure the flow entering the sewered portion of the Premises as determined by
Spokane County.
2. Monthly Charges: The LESSEE shall be required to pay those monthly charges allocable to
the LESSEE'S use of the Premises as set forth in this Agreement.
Page 7 of 14
SECTION NO. 15: NOTICES
All notices, demands, or other writings in this Agreement provided to be given or made or sent or which
may be given, or made or sent by either Party hereto to the other, shall be deemed to have been fully
given or made or sent when made in writing and deposited in the United States mail, certified, postage
pre -paid and return receipt requested, and addressed as follows:
To COUNTY: Board of County Commissioners
of Spokane County
West 1116 Broadway
Spokane, Washington 99260
To LESSEE: Splash -Down Concessions, Inc.
12727 East Piper Rd.
Spokane, Washington 99207
The address to which any notice, demand or any other writing may be given or made or sent to any Party
as above provided may be changed by written notice given by such Party as above provided.
SECTION NO. 16: ATTORNEY'S FEES
If any action at law or in equity shall be brought to enforce the provisions of this lease or to enforce or
interpret any of the covenants, terms, or conditions of this lease, or for the recovery of the possession of
the Premises, the prevailing Party shall be entitled to recover from the other party as part of the
prevailing Party's cost, reasonable attorney's fees, the amount of which shall be fixed by the court and
shall be made a part of any judgment or decree rendered.
SECTION NO. 17: REPAIRS
LESSEE shall, throughout the term of this Agreement, at its own cost, and without any expense to the
COUNTY, keep and maintain the Premises, including ALL buildings and improvements of every kind
which may be a part thereof, and all appurtenances thereto, including sidewalks adjacent thereto, in good,
sanitary and neat order, condition and repair. The COUNTY shall not be obligated to make any repairs,
replacements, or renewals of any kind, nature, or description, whatsoever to the Premises, or any
buildings or improvements thereon.
The LESSEE shall control all rodents and other pests that may be on or in the Premises during the term
of this Agreement.
The LESSEE shall provide trash and garbage receptacles and have refuse removed from the Premises on
a regular basis.
Page 8 of 14
SECTION NO. 18: INSOLVENCY OR BANKRUPTCY
If LESSEE becomes insolvent, voluntarily or involuntarily bankrupt, or if a receiver, assignee or other
liquidating officer is appointed for the business of the LESSEE, then the COUNTY may terminate this
Agreement.
SECTION NO. 19: LESSEE'S CONTRACTOR'S EMPLOYEES
LESSEE shall conduct a background check on all employees working at the water slide or any
concessions operated on the Premises. LESSEE shall ensure that each employee presents a neat and
clean appearance in person and in dress while on duty on the Premises. The LESSEE shall take
immediate remedial action, which shall include termination in the event any of LESSEE'S employees
conduct themselves in an improper or inappropriate manner while on duty.
SECTION NO. 20: WARRANTIES OF TITLE AND QUIET ENJOYMENT
The COUNTY covenants that the COUNTY is seized of the real property constructing the Premises in
fee simply and has full right to make this Agreement and that the LESSEE shall have quiet and peaceable
possession of the Premises during the term hereof.
SECTION NO. 21: LIENS
LESSEE shall keep the Premises fee and clear from all mechanics' and materialmens' and other liens
from work or labor done, services performed, materials, appliances, teams or power contributed, used or
furnished or to be used in or about the Premises for or in connection with any operations of LESSEE, or
any alteration, improvement, repairs, or additions which the LESSEE may make or permit or cause to be
made, or any work or construction by, for, or permitted by LESSEE on or about the Premises.
SECTION NO. 22: COMPLIANCE WITH LEASEHOLD EXCISE TAX
LESSEE hereby acknowledges that to the extent this Agreement is subject to the "leasehold excise tax"
as set forth by chapter 82.29A RCW as now or hereinafter amended, the same shall promptly be paid by
the LESSEE, in addition to the fees set forth in Section No. 5 and Section No. 12 of this Agreement.
LESSEE agrees to promptly pay when due all taxes, rates, charges and assessments, special or otherwise
and public charges of every kind and nature which may be lawfully imposed or assessed in any way on
the LESSEE with reference to the Premises. The LESSEE further agrees to pay promptly when due all
taxes imposed on LESSEE as a result of the services provided upon the Premises including but not
limited to all sales, business, occupancy and use taxes.
LESSEE shall also comply with and abide by all federal, state, county, municipal and other governmental
statues, ordinances, laws and regulations affecting the Premises, the operation and maintenance of the
water slide thereon, the improvements thereon, or any activity conducted on or in such Premises.
Page 9 of 14
SECTION _NO-"-* NON - LIABILITY OF COUNTY -- THEFT, BURGLARY OR VANDALISM
shall not be liable in any manner for any loss, injury or damage incurred by the LESSEE
The COUNTY identified artier. The
from acts of theft, burglary,
or vandalism, committed by either identified or usecurity precaution that
LESSEE shall be responsible for providing the Premises es and allnmprovementsthereony LESSEE thatlthe
LESSEE deems necessary to protect safe and security precautions
responsible for providing, and all expenditures relating to, any guests, employees, patrons, or users of the
LESSEE deems necessary for the safety of the personnel,
of LESSEE located on the Premises. The LESSEE Iid sell implement security
Premises, or property
measures sufficient to secure the Premises after hours and prevent unauthorized
SECTION NO.24: INSPECTION time from
The LESSEE shall make available to the COUNTY
ursltallrecords, books or pertinent ntent information which be
Monday through Friday, during normal business
LESSEE shall have kept in conjunction with this u r or audit trailshich the COUNT n y ement and
the L procedures required by law to include or make part of auditing p
SECTION N0.25: RELATIONSHIP OF THE PARTIES
The PART that an independent LESSEE relationship will nduct and control ollof the eserv►ces will
COUNTY is interested in only the results to it achieved, and the co Agreement.
lie solely
with the LESSEE. The LESSEE will be solely and entirely responsible rance of this Agrand the acts
of its agents, employees, servants, sub - lessee or otherwise during p n independent Contractor with
In the performance of the services herein contemplated, the LESSEE is a p rovisions of the
to control and direct the performance of the details of the `v0the services contemplated
the authority general right of
Y being interested only in the results obtained. However,
services, the COUNT g performed in
herein must meet the approval of the COUNTY and shall be subject to the COUNTY' g
ins ection and supervision for the purpose of determining whether the services are being p
P
accordance with the specifications set forth herein.
or partnership is created by this Agreement. ve authority tobact for the of er in aria
apart agency, that employment will have apart from that conducted by the COUNTY. Neither Party will be responsible for any
matter or to create obligations binding
other other, and neither Parry
obligations or expenses �vhatso o
SECTION NO. 26: VENUE STIPULATION e and
has been and shall be construed as having been mad that this Agreement shall be
This Agreement action
Washington and it is mutually, understood and agreed by each party performance. Any
governed by the laws of the State proceeding forbthe enforcement eof this aAgreement or any provision
at law, suit in equity, or judicial p of the Courts of competent jurisdiction in Spokane
hereof shall be instituted and maintained only in any
County, Washington.
Page 10 of 14
SECTION N0.27: ASSIGNMENT
Each Party to this Agreement binds themselves, their partners, successors, executors, administrators, and
assigns to the other party
of this Agreement and to the Party's successors, executors, administrators and
assigns of each other Party with respect to all terms, conditions and covenants set forth herein. T e
LESSEE may not assign, transfer in whole or in part its interest in this Agreement with
the and he
being first authorized by resolution of the Board of County Commissioners of Spokane County County Commissioners of Spokane County.
consent in writing of at least two members of the Board okane County t prow de consent or denial
shall
A decision by the Board of County Commissioners o p calendar days ed
be communicated to the LESSEE within a dering among other factors the financial
of written request. The Board's decision shall be made cons
stability, experience in operating/owing water slides and .related ent the ass ghee shall assume aall liability of
conditions within this Agreement. In the event o
the assignor. Any unauthorized voluntary or involuntary assignment or sub -lease shall be void, and shall
terminate this lease at the COUNTY'S option.
SECTION NO.28: WAIVER
No officer, employee, agent or otherwise of the C.OTUNTWaiver tof any breach otf or thisuAgreemt nt shall not
of the conditions or provisions of this Agreement.
be held to be a waiver of any other or subsequent breach. All remedies afforded in this A needed t herein a
law shall be taken and construed as cumulative enforce at any time any of the provisions on ofdthiPs Agreement or
or by law. The failure of the COUNTY to
to require at any time performance vi the LESSEE r y any of
affectthevalidity of h s Agreement or any part
construed to be a waiver of such provisions, y y
hereof or the right of the COUNTY to thereafter enforce each and every such provision.
SECTION NO. 29: MODIFICATION
ities
There shall be no modification of this Agreement, except in writing, executed with the same formal
of this present instrument.
SECTION NO. 30: SEVERABILITY
art, term or provision of this Agreement is held
It is understood and agreed by the PARTIES that if any Portions or provision
shall not be affected, and
by the court to be illegal, the validity of the remaining p P
the rights and obligations of the PARTIES shall bee invalided and enforced as if this Agreement did not
contain a particular part, term or provision held to b
ear that an art, term or provision hereof is in conflict with any statutory provisions of
If it should app y P P
Washington, then the part, term, or provision hereof which may conflict therewith shall be deeme
inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed to modify to
conform to such statutory provisions.
Page 11 of 14
SECTION N0.31: CONSTRUCTION
lied to the plural of persons and things and words importing the
Words according to singular may be app
plural may be applied to the singular.
"Herein" used in any section of this Agreement relates to the whole Agreement and not to that section
only.
"Board of County Commissioners" used in any section of this Agreement refers to the Board of County
Commissioners of Spokane County.
SECTION NO. 32: LAND USE ACTION
the
The LESSEE shall comply with all provisions of the Adjuster Decasion to the
Appro�e ConditionalkUse
Administrative Action of the Spokane County Zoning,
Person No. CUE -5-83; Splash -Down Inc -, dated May 16, 1983, or such other land use conditions required
in conjunction with the use of the Premises.
SECTION N0.33: HEADINGS
The section headings appearing in this Agreement ort to and shall notdbe dee`il�edrto the defnepurpose mit or
convenient and ready reference. In no way do they pure
extend the scope or intent of the sections to which they are pertaining.
SECTION N0.34: TINIE OF THE ESSENCE
Time is of the essence of each and every provision herein.
SECTION NO. 35: ALL WRITING CONTAINED HEREIN
No other
This Agreement contains all the terms and conditions agreed upon by the PART
sh IE . deemed to
understandings, oral or otherwise, regarding the subject matter of this Agreement
exist or to bind any of the PARTIES.
Page 12 of 14
w states that no
Of the above P'grn has been made to induce the
ds the `"`hole this Agreeme
read and understan not expressed in the
E has eement to be executed on
The LESS promise ent
romrse or Agr
representation, P AgT _ES have caused this Agieem
LESSEE to enter tt. gEOF, the P
SS W� CONY, W ASH�GTO�
IN WITNE h above.
d
year set fort ,�- ONERS OF SP ENE
date any OF CO�: S H
BOARD _ L
C VIC
KA
AITEST"
V 1CICY M' ^_ =r ^ R SK LL Y
( IALJ-M�,, vCSON' Deputy LA E
TE OF W ASH�GTON � ss
a N public �n
STN ota p1-I1L1P
the undersigned, D•
Of Spokane appeared of the
County 2001, before me, Personally COmnmissioners
sworn. P aton,
is Ix was day of ton, du y comnussioned
and e known to be the State of V'Tashhe free
On th ��J ROSKELLE , to nm rnent to be
�—`xw ashing subdivision ° instru
d for the State of a pollticw the said boned, and
McCASL� and 1One County owledged the men the s of
an S M• KArE rssioners of SP ent and ackn and purpose is eal
instrument, for the uses seal
H
County COt foregoing division, d that the
Board Of within and olitical sub rnstrun1ent, an
that executed the d deed of said PO"' said and year
and voluntary act an were authorized toe, seal the day
stated that they affixed rr'Y
on oath et my hand and _
said County- gEpF, I have he
s
ASS WHE �V ash "ton'
IN WIT and for the State of
first above written. IIII1111 // in
``�♦�% � p. Eq /c��� notary at Spokane
♦ '
to S" �� residing
N �
=n X01 AR Y m� ? S-50 My Commission exPrres=
PU BL10 OF
II//ltIII"
page 13 of 14
SPLASH -DOWN CONCESSIONS, INC.
By. G %O4461..
Its: e&4,42-
(Title)
STATE OF WASHINGTON )
ss
County of Spokane )
On this day personally appeared before me tail &.,n �. B/PQSner to me known to be the individual(s)
described in and who executed the within and foregoing instrument, and acknowledged that he /she /they
signed the same as his /her /their free and voluntary act and deed, for the uses and purposes therein
mentioned.
GIVEN under my hand and official seal this /'?Vhday of fP ri l 2001.
Vz
��,v'' s ion a Public in and for the State of
= OQ,Vc Oj AR y N :2 = Washington, residing at Spokane.
--- 410—
pUgL1G_�tt. My commission expires:
(agreements \water slide 2001 -final 041701.jpe)
Page 14 of 14
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