03-097.00 Avista: Loaned Executive for CenterPlace Project MgmtLOANED EXECUTIVE AGREEMENT
This Agreement is entered into by and between Avista Corporation (hereinafter referred to as
"Avista"), Kay Bachman (hereinafter referred to as "Executive"), an Avista employee, and the City of
Spokane Valley (hereinafter referred to as "City"), a municipality in the State of Washington; each may
be referred to herein individually as "Party" and collectively as the "Parties."
RECITAL
WHEREAS, the City has requested the services of Executive, to serve as the Project Manager of the
Mirabeau Point Center Place Project (the "Project") to be undertaken by the City; and
WHEREAS, Avista agrees to appoint the Executive, as a loaned employee on a non-exclusive basis, to
the City to provide said Services;
THEREFORE, in consideration of the premises, the sufficiency whereof is acknowledged by each of the
Parties, it is agreed as follows:
Section 1 Scope of Services
1.1 Executive's services shall include, but not be limited to, the services outlined in Exhibit A,
"Loaned Executive Scope of Services," attached hereto and incorporated herein this Agreement.
1.2 Reporting. Executive shall report directly to Neil Kersten, Public Works Director, City of
Spokane Valley.
Section 2 Term, Termination and Schedule of Performance
2.1 Term. This Agreement shall become effective on August 1, 2003, and shall remain in effect for a
period of up to twenty four (24) months or through construction of the Project, whichever comes
last.
2.2 Termination. This Agreement may be terminated by any Party upon thirty (30) days prior written
notice to the other Parties.
2.3 Schedule of Performance. The performance of the Services identified in Section 1.1 above shall
be on an as required basis throughout the term of this Agreement.
Section 3 Responsibilities of the Parties.
3.1 Responsibilities of Avista. Avista shall be responsible for payment of Executive's wages,
benefits and other compensation payable to Executive during the term of this Agreement. Avista
shall also provide administrative support services as required by the Executive in connection
with the work to be performed under this Agreement.
3.2 Responsibilities of City. The City shall be responsible for providing overall strategic direction
for the Project and shall formulate and approve operating and capital budgets. The City will
AVISTA Contract No. R-21543 Page 1 of 4 Rev 9/8/03
Loaned Executive Agreement
0-,o8-097
oversee the work of the Executive in connection with the Project and provide prompt review and
approval or request for change of project priorities and schedules.
Section 4 Notices to the Parties
4.1 If to AVISTA:
AVISTA Corporation
PO Box 3727
Spokane, WA 99220
Attn: Steve Nelson
4.2 If to City:
City of Spokane Valley
11707 E. Sprague Ave., Suite 106
Spokane, WA 99206
Attn: Nina Regor
Deputy City Manager
Section 5 Special Provisions
5.1 Insurance. Avista and the City hereby warrant and represent that each has adequate insurance
for the protection of itself and its officers, employees, and agents, while carrying out their
responsibilities under the provisions of this Agreement. Avista shall be responsible for covering
all Worker's Compensation Insurance exposures for the Executive for the term of the Agreement.
5.2 Indemnification by City. City specifically and expressly agrees to release, indemnify, defend, and
hold harmless Executive and AVISTA, their directors, officers, employees, and agents
(hereinafter collectively "Indemnitees") from any and all claims, demands, suits, losses, costs,
and damages of every kind and description, including attorneys' fees, brought or made against or
incurred by any of the Indemnitees resulting from, arising out of, or in any way connected with
any act, omission, fault, or negligence of the City, AVISTA, the Executive, their employees,
agents, representatives, or subcontractors of any tier, in the performance or nonperformance of
the Parties' obligations under this Agreement or in any way related to this Agreement. City's
indemnity obligation under this section shall not extend to any liability caused by the gross
negligence or willful misconduct of any of the Indemnitees.
5.3 Indemnification by Avista. AVISTA expressly agrees to indemnify, defend and hold harmless the
City for any claim arising out of or incident to AVISTA or Executive's performance or failure to
perform the Agreement. AVISTA will be required to indemnify, defend and hold harmless the
City only to the extent claim is caused in whole or in part by negligent acts or omissions of
AVISTA or Executive.
5.4 Publicity/Use of Name. Each Party agrees not to include the name of the other Party in any
advertising, sales promotion or other publicity matter without the prior written approval of the
other Party.
AVISTA Contract No. R-21543 Page 2 of 4 Rev 9/8/03
Loaned Executive Agreement
5.5 Compliance with Laws. Each Party to this Agreement shall comply with any and all applicable
federal, state and local laws, ordinances, rules, regulations, orders, licenses, permits and other
requirements ("Requisites"), now or hereafter in effect and such Requisites required to be
incorporated in agreements of this character are incorporated in this Agreement by this reference.
5.6 Assignment. This Agreement shall not be transferred or assigned without the express written
consent of the other Parties hereto.
5.7 Severability. The invalidity or unenforceability of any provision of this Agreement shall not
affect the other provisions hereof, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
5.8 Governing Law. This Agreement shall be governed and construed in accordance with the laws of
the State of Washington, without regard to its conflicts of laws principles.
5.9 Entirety of Agreement. This Agreement constitutes the entire understanding between the Parties
on the subject matter hereof. Any representation, promise, modification, or amendment to this
Agreement or to the attached exhibits, except as provided herein, shall not be binding upon the
Parties unless reduced to writing and signed on behalf of all Parties by their duly authorized
representatives.
I:T" 133)a1111M'F
Avista Corporation
Steven J. Nelson
(Name)
Facilities Manager
(Title)
f/9/6-21
(Date)
AGREED TO BY:
Kay Bachman
( 1 re)
9-ia-a3
(Date)
ACCEPTED BY:
City of Spokane Valley
(Signature)
Nina Regor
(Name)
Deputy City Manager
(Title)
ql�
(Date)
AVISTA Contract No. R-21543 Page 3 of 4 Rev 9/8/03
Loaned Executive Agreement
EXHIBIT A
MIRABEAU POINT CENTER PLACE PROJECT
LOANED EXECUTIVE SCOPE OF SERVICES
The Executive shall serve as the Project Manager of the Mirabeau Point Center Place
Project. The work will include, but will not be limited to the following:
• Support the City in the development of Project Bid Documents and the evaluation of
bids and proposals.
• Review and approve Project plans and specifications.
• Develop Project Baseline Budgets and Schedules
• Track actual cost and schedule progress against the Baselines
• Report progress to the Project Manager, City's Board of Trustees, and appropriate
Spokane County Officials.
• Ensure appropriate regulatory guidelines are followed and appropriate agency
approvals, permits and licenses are in place.
• Approve payment of invoices related to Project expenses
• Develop Project record retention policies. Ensure Project documents and records are
properly managed and are accessible for retrieval.
• Ensure appropriate engineering inspection of the field work.
• Ensure appropriate engineering acceptance of the field work
• Oversee the Project change control process.
• Develop and manage punch lists.
• Participate in Project status reviews and presentations to government officials,
community leaders and citizen groups as required.
• Develop and Maintain Master Project Calendar showing legal, financial and
construction tasks to be accomplished, through completion of the Project
AVISTA Contract No. R-21543 Page 4 of 4 Rev 9/8/03
Loaned Executive Agreement
Avista Corp.
1411 EastMission PO Box3727
Spokane, Washington 99220-3727
Telephone 509-489-0500
Toll Free 800-727-9170
September 12, 2003
City of Spokane Valley
11707 E. Sprague Ave., Suite
Spokane. WA 99206
Attn:
Re:
Nina Regor
Deputy City Manager
Transmittat of Executed Loaned Executive Agreement
Avista Contract No. R-21543
Dear Ms. Reger:
�
uFV/STA®
Corp.
Enclosed is the fully executed Loaned Executive Agreement for the Mirabeau Point Center Place
Project for your files. Thank you for your staff's prompt review and processing of this
Agreement. Avista is pleased to support this project and we wish the new City of Spokane
k
succ in connection with this important community development.
rsrarljenrope anager
cc (w/o encl.): Kay Bachman
Steve Nelson
Judy Cole
i7l T- t"N F- I
City of Spokane Valley