HomeMy WebLinkAboutGemini Corps LLC - Ageeement #REC23-017PROFESSIONAL SERVICES AGREEMENT
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Agreement #: REC23-017
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and Gemini Corps LLC, hereinafter referred
to as "Consultant," on the 17 day of April , 2023.
RVCITAIN
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional expertise,
when required, to perform the services and/or tasks as set forth in this Agreement upon which the
City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scone of Services. The Consultant shall perform such services and accomplish such tasks,
including the furnishing of all labor, materials, facilities and equipment necessary for full
performance thereof, as identified and designated as Consultant's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed in
[Exhibit A], attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on the execution date listed above and promptly be
completed by 9/29/2023.
3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the performance of
such services. Such payment shall be full compensation for work performed or
services rendered, and for all labor, materials, supplies, equipment, and incidentals
necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by a
written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
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reimbursement is sought. The City shall approve all invoices before payment is
issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred under
this Agreement, as follows.
® Hourly (Single Rate): $ 150.00_ per hour plus actual expenses incurred as
provided under this Agreement, but not to exceed a total of $_20.000.00_
without prior written authorization by the City; or
❑ Hourly (Multiple Rate): Such rates as identified on [Exhibit No. Letter], plus
actual expenses incurred as provided under this Agreement, but not to exceed
a total of $ without the prior written authorization by the City;
or
❑ Fixed Sum: A total of $
❑ Other:
4. Reports and Inspections.
4.1 The Consultant at such times and in such forms as the City may require, shall furnish
to the City such statements, records, studies, surveys, reports, data, and information
as the City may request pertaining to matters covered by this Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make available
for examination all of its records and data with respect to all matters covered, directly
or indirectly, by this Agreement and shall permit the City, or its designated authorized
representative to audit and inspect other data relating to all matters covered by this
Agreement. The City shall receive a copy of all audit reports made by the agency or
firm as to the Consultant's activities. The City may, at its discretion, conduct an audit
at its expense, using its own or outside auditors, of the Consultant's activities which
relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy
of such reports.
4.3 The Consultant, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon request,
the Consultant shall deliver to the City copies of these licenses, registration
documents, and permits or proof of their issuance or renewal.
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4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement, and shall maintain such accounting procedures and practices as may be
necessary to assure proper accounting of all funds paid pursuant to this Agreement.
These records shall be subject, at all reasonable times, to inspection, review, or audit
as provided above.
4.5 The Consultant shall retain all books, records, documents or other material relevant
to this Agreement for three (3) years after its expiration. Consultant agrees that the
City, or its designee, shall have full access and right to examine any of said materials
at all reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and documents
made, collected, or prepared by the Consultant for performing the services subject to
this Agreement, as well as any final product, collectively referred to as "work
product," shall be deemed as the exclusive property of the City, including copyright
as secured thereon. Consultant may not use them except in connection with the
performance of the services under this Agreement or with the prior written consent of
the City. Any prior copyrighted materials owned by the Consultant and utilized in the
performance of the services under this Agreement, or embedded in with the materials,
products and services provided thereunder, shall remain the property of the Consultant
subject to a license granted to the City for their continued use of the products and
services provided under this Agreement. Any work product used by the Consultant
in the performance of these services which it deems as "confidential," "proprietary,"
or a "trade secret" shall be conspicuously designated as such.
5.2 In the event of Consultant's default, or in the event that this Agreement is terminated
prior to its completion, the work product of the Consultant, along with a summary of
the services performed to date of default or termination, shall become the property of
the City, and tender of the work product and summary shall be a prerequisite to final
payment under this Agreement. The summary of services provided shall be prepared
at no additional cost, if the Agreement is terminated through default by the Consultant.
If the Agreement is terminated through convenience by the City, the City agrees to
pay Consultant for the preparation of the summary of services provided.
6. Public Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW
"Public Records Act." All preliminary drafts or notes prepared or gathered by the
Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the City or public citation by the City in connection with City action.
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6.2 If the Consultant becomes a custodian of public records of the City and request for
such records is received by the City, the Consultant shall respond to the request by the
City for such records within five (5) business days by either providing the records, or
by identifying in writing the additional time necessary to provide the
records with a description of the reasons why additional time is needed. Such
additional time shall not exceed twenty (20) business days unless extraordinary good
cause is shown.
6.3 In the event the City receives a public records request for protected work product of
the Consultant within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena, provide
Consultant at least ten (10) business days prior written notice of the pending release
and to reasonably cooperate with any legal action which may be initiated by the
Consultant to enjoin or otherwise prevent such release.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject to
the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant. No
agent, employee, officer or representative of the Consultant shall be deemed to be an
employee, agent, officer, or representative of the City for any purpose, and the
employees of the Consultant are not entitled to any of the benefits or privileges the
City provides for its employees. The Consultant will be solely and entirely
responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of the
details of the work, however, the results of the work contemplated herein must meet
the approval of the City and shall be subject to the City's general rights of inspection
and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not limited
to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
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7.4 The City may, at its sole discretion, require the Consultant to remove any employee,
agent or servant from employment on this Project who, in the City's sole discretion,
may be detrimental to the City's interest.
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers,
officials, employees, and volunteers harmless from any and all claims, injuries,
damages, losses or suits including attorney fees, arising out of or resulting from the
acts, errors or omissions of the Consultant in performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City.
8.2 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 Consultant, and the City, its officers, officials,
employees, and volunteers, the Consultant's liability, including the duty and cost to
defend, hereunder shall be only to the extent of the Consultant's negligence. It is
further specifically and expressly understood that the indemnification provided herein
constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51
RCW, solely for 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.
8.3 No liability shall attach to the City by reason of entering into this Agreement except
as expressly provided herein.
8.4 This indemnification shall include damages, penalties and attorney fees sustained as
a result of Consultant's delayed or failed performance of Section 6 above.
9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, or subcontractors. The Consultant's maintenance of insurance as
required by the Agreement shall not be construed to limit the liability of the Consultant to
the coverage provided by such insurance, or otherwise limit the City's recourse to any
remedy available at law or in equity.
9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and
coverage described below:
9.1.1 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 00 01.
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9.1.2 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 independent contractors and personal injury and
advertising injury. The City shall be named as an additional insured under the
Consultant's Commercial General Liability insurance policy with respect to
the work performed for the City using an additional insured endorsement at
least as broad as ISO endorsement form CG 20 26.
9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance
limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $100,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no less
than:
® $1,000,000 each occurrence; and
® $2,000,000 general aggregate;
9.2.3 Professional Liability insurance shall be written with limits no less than:
® $1,000,000 per claim; and
® $2,000,000 policy aggregate limit;
9.3 Other Insurance Provision. The Consultant's Automobile Liability, Professional
Liability, and Commercial General Liability insurance policies are to contain, or be
endorsed to contain that they shall be primary insurance as respect the City. Any
insurance, self-insurance, or self -insured pool coverage maintained by the City shall
be excess of the Consultant's insurance and shall not contribute with it.
9.3.1 The Consultant's insurance shall be endorsed to state that coverage shall not
be cancelled by either party, except after thirty (30) days prior written notice
by certified mail, return receipt requested, has been given to the City.
9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than A: VII.
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9.5 Verification of Coverage. Consultant shall furnish the City with original certificates
and a copy of the amendatory endorsements, including, but not necessarily limited to,
the additional insured endorsement, evidencing the insurance requirements of the
Agreement before commencement of the work.
9.6 Notice of Cancellation. The Consultant shall provide the City with written notice of
any policy cancellation within two (2) business days of their receipt of such notice.
9.7 City Full Availability of Consultant Limits. If the Consultant maintains higher
insurance limits than the minimums shown above, the City shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability
maintained by the Consultant, irrespective of whether such limits maintained by the
Consultant 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 the Consultant.
9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the
insurance as required shall constitute a material breach of contract, upon which the
City may, after giving five (5) business days notice to the Consultant to correct the
breach, immediately terminate the Agreement or, at its discretion, procure or renew
such insurance and pay any and all premiums in connection therewith, with any sums
so expended to be repaid to the City on demand, or at the sole discretion of the City,
offset against funds due the Consultant from the City.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory, mental
or physical handicap; provided that the prohibition against discrimination in employment
because of handicap shall not apply if the particular disability prevents the proper
performance of the particular worker involved. The Consultant shall ensure that applicants
are employed, and that employees are treated during employment in the performance of this
Agreement without discrimination because of their race, creed, color, national origin, sex,
marital status, age or the presence of any sensory, mental or physical handicap. Consultant
shall take such action with respect to this Agreement as may be required to ensure full
compliance with local, State and Federal laws prohibiting discrimination in employment.
11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor
retained any company, firm, or person, other than a bona fide employee working exclusively
for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to
pay any company, person or firm, other than a bona fide employee working exclusively for
the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, the City shall have the right to terminate this Agreement.
12. Assignment and Subcontractiniz.
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12.1 The City has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
subcontract other than as specifically identified in Exhibit A) its performance under
this Agreement or any portions of this Agreement without the prior written consent of
the City, which consent must be sought at least thirty (30) days prior to the date of
any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local, State
and Federal statutes, ordinances and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement, must
have prior written approval by the City.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days written notice
in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in
this Agreement, or if the Consultant fails to comply with any other provisions of this
Agreement and fails to correct such noncompliance within five (5) business days of
written notice thereof, the City may terminate this Agreement for cause. Termination
shall be effected by serving a notice of termination on the Consultant setting forth the
manner in which the Consultant is in default. The Consultant will only be paid for
services and expenses complying with the terms of this Agreement, incurred prior to
termination.
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators; or
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
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14.3.1 For the City:
14.3.2 For the Consultant:
15. Dispute Resolution.
Brent Kubalek, or his/her designee
525 N. 3rd Ave
Pasco, Washington 99301
kubalekbiu asco-wa.,,ov (e-mail address)
Lynn Carlson, or his/her designee
3501 Ariana Lane
Pasco, Washington 99301
lynnc@geminicorps.com (e-mail address)
541-595-8818
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party hereto
that this Agreement shall be governed by the laws of the State of Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation
of this Agreement, the Project Administrators, or their designees, shall first meet in a
good faith effort to resolve such dispute. In the event the dispute cannot be resolved
by agreement of the parties, said dispute shall be resolved by arbitration pursuant to
RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial
de novo, with venue placed in Pasco, Franklin County, Washington. The substantially
prevailing party shall be entitled to its reasonable attorney fees and costs as additional
award and judgment against the other.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other similar event or
other provision of this Agreement.
17. Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments. Any modification of this Agreement or change
order affecting this Agreement shall be in writing and signed by both parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
<<Signatures on Next Page>>
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
CITY OF PASCO, WASHINGTON
Zach atkai, A rector
ATTEST:
aj/xc� &L-- ,
Debra C. Barham, City Clerk
APPROVED AS TO FORM:
w
Kerr Fergus , PLLC, City Attorney
CONSULTANT
Lynn Carlson, Founder, CEO
Gemini Corps, LLC
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EXHIBIT A
Gemini Corps
Helping organizations identify bright spots and play to their strengths!
City of Pasco Parks Equity Assessment
The following proposed scope is a foundation for iterative project planning as we jointly design this engagement alongside
impacted community members. We look forward to helping you lead and manage the change necessary to create greater
access to parks opportunities?
Client Request: The Pasco Parks and Recreation Department has received a grant award to advance equitable access to
youth sports by conducting an equity assessment of youth sports practices, programs, and operations to identify
opportunities to better center equity for communities of color, girls, and low income youth. Client projects must be
completed by 10/1/23.
Proposed Scope: This engagement is designed to support the organizational development work of gathering data from
community members to understand the barriers to accessing parks opportunities.
1. Key Services: We will provide the discovery and planning necessary for the client to implement a community
equity assessment that centers an intersectional approach to reaching those furthest from opportunity.
a. Review existing data, policies, practices, programs, and operations through an equity lens to understand
current gaps and build on successes
b. Collaborate with community leaders, partners to participate in the process from beginning to end
c. Facilitate implementation of inclusive, equitable communication and assessment methods
d. Connect with individual community members as needed to understand context, nuance of barriers
e. Assist with reviewing data to identify primary themes and community suggested solutions
f. Assist with publishing final report and proposed changes to practices, programs, operations
g. Assist with change management to ensure accountability for meaningful positive impact to community
2. Key Milestones: The assessment process will be co -created alongside impacted communities therefore the
detailed action plan will be approached iteratively. The following high level milestones will be used to track project
progress.
a. Community Outreach Plan
b. Collaborative Assessment Design with Community Leaders
c. Launch Data Collection Processes
d. Analyze Data Results
e. Report Results to Community Members and Participants
f. Pilot Implementation of Community Suggestions
Proposed Fee: Hourly billing rate of $150 per hour not to exceed $20,000 excluding local travel at $.65 per mile.
Consulting services to be delivered over a 6 month period beginning early April 2023 through 9129/23. The City of Pasco
will be responsible for any costs associated with survey instruments such as software, paper copies, clip boards, pens,
pencils, meeting facilities, data storage, promotional materials/publications, community reporting, etc. The City of Pasco
will also consider an additional budget to remove barriers to participation in the assessment process by community
members who need support with disability accommodations, digital inequity, literacy, transportation, translation, childcare,
meals, and stipends.
Next Steps.
• Please contact us to begin discovery and planning in order to refine a detailed action plan for this SoW.
• We took forward to being a continued partner in your journey to center equity for the Pasco community.
• If you accept the scope as proposed, Professional Services Agreement must be endorsed to proceed.
www.�em in icornS.Com 541-595-8818
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Brent Kubalek
From:
Zach Ratkai
Sent:
Thursday, March 30, 2023 1:44 PM
To:
Brent Kubalek
Subject:
RE: PSA-Gemeni
Brent,
All of this is acceptable based upon the scope and nature of the contract.
N. Zach Ratkai
Administrative & Community
Services Director
525 N. 3" Avenue
Pasco, WA 99301
NOTE NEW PHONE NUMBER
Call Text (509) 543-5776
ratkaiz@pasco-wa.gov
This email and your response are considered a public record and will be subject to disclosure under Washington's Public Records
Disclosure Act.
From: Brent Kubalek <kubalekb@pasco-wa.gov>
Sent: Thursday, March 30, 2023 1:15 PM
To: Zach Ratkai <ratkaiz@pasco-wa.gov>
Subject: FW: PSA-Gemeni
Zach,
Here are Gemini's requests regarding the PSA (See below in yellow). Let me know if you are okay with them.
Brent
From: Lynn Carlson <I nnc gem inicor s.com>
Sent: Wednesday, March 29, 2023 11:45 AM
To: Brent Kubalek <kubalekb asco-wa. ov>
Subject: Re: PSA-Gemeni
[NOTICE: This message originated outside of City of Pasco -- DO NOT CLICK on links or open attachments unless you are
sure the content is safe.]
Hi Brent- Here are the changes I'd request from the PSA. They are similar to what was approved in my last one so
hopefully not an issue. Let me know if you have any questions. Thanks!
1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of
all labor, materials, facilities and equipment necessary for full performance thereof, as identified and designated as
Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed
in [Exhibit A], attached hereto and incorporated herein (the "Project"). When it comes to survey instruments such as
software, paper copies, clip boards, pens, pencils, meeting facilities, data storage, promotional materials/publications,
community reporting, etc, I'd be looking for the city to provide these items whereas the scope of my work would be
providing consulting/labor/guidance. If you are good with this, I'll specify it in my SoW Exhibit A. - Let me know.
2. Term. This Project shall begin on the execution date listed above and promptly be completed by 9/29/2023.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single
limit for bodily injury and property damage of $100,000 per
accident.
9.2.2 Commercial General Liability insurance shall be written with limits
no less than:
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0 $1,000,000 each occurrence; and
0 $2,000,000 general aggregate;
9.2.3 Professional Liability insurance shall be written with limits no less
than:
0 $1,000,000 per claim; and
0 $2,000,000 policy aggregate limit;
If these work, please send over a revised PSA. I'll send over a draft SoW for your review as well. Thanks!
Lynn Carlson (she/her/ella)
Founder, CEO
Gemini Corps, LLC
Iynnc@geminicorps.com
541-595-8818
www.geminicorps.com
On Tue, Mar 28, 2023 at 12:24 PM Brent Kubalek <kubalekb@Pasco-wa.gov> wrote:
Lynn,
Attached is draft of the standard Professional Services Agreement modified for this project. We will need to delineate
and attach the Scope of Work as "Exhibit A". Let me know if the contact information is correct, etc or if you have any
questions. If all looks good, once the Scope is attached I will send a finalized copy for you to sign and return. I will then
route to legal, city clerk and the Director for their signatures.
Brent Kubalek, CPRP
City of Pasco Recreation Services Manager
525 N. 3rd Ave
Pasco, WA 99301
(509)545-3456
Current Recreation Program Guide