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AG 23-033 - UNITED STATES SPECIALTY SPORTS ASSOCIATION, WASHINGTON STATE DIVISION^h :TURN TO: EXT: lL CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: FWCC 2. ORIGINATING STAFF PERSON: Trisha Plucknett EXT: 6921 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G, BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ® OTHER Recreation Agreement 5. PROJECT NAME: Recreational Sports League 6. NAME OF CONTRACTOR: United States Specialty Sports Association, Washington State Division ADDRESS: PO BOX 4897 TELEPHONE E-MAIL: FAX: SIGNATURE NAME: PaUj Chukar TITLE Office manager 7. EXHIBITS AND ATTACHMENTS: 9 SCOPE, WORK OR SERVICES 19 COMPENSATION M INSURANCE REQUIREMENTS/CERTIFICATE A ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: December 31, 2026 9. TOTAL COMPENSATION $they pay us (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10YES IDNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: "I" 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED IR PROJECT MANAGER CG 01/13/23 ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 2 LAW JE 1/20/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) TIAL / DATE SIGNED NICAW DEPARTMENT 1 Z &AKINATORY (MAYOR OR DIRECTOR) ;AG# ❑ CITY CLERK ElASSIGNED AG# "'" -© COMMENTS: Lots of suggested changes to the Facility Use Policies - Please review carefully 2/2017 CITY of CITY HALL Federal Wa 38th Avenue South �- Federal Way. WA 98003-6325 (253)835-7000 www cityoffederalway com RECREATION AGREEMENT FOR RECREATIONAL SPORTS LEAGUE This Recreation Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and United States Specialty Sports Association, Washington State Division, a Washington nonprofit corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: UNITED STATES SPECIALTY SPORTS ASSOCIATION, WASHINGTON STATE DIVISION: Paul Schukar PO Box 4897 Federal Way, WA 98063 (206) 789-9133 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Cody Geddes 876 S 333rd St Federal Way, WA 98003-6325 (253) 835-6926 (telephone) (253) 835-6929 (facsimile) 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of, mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2026 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods is repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. PROFESSIONAL SERVICES AGREEMENT - I - Rev. 7/2021 CITY OF ,�. , Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 2.3 Time Documentation and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021 CITY OF CITY HALL Fed a ra l Wa 8th Avenue South ,S*,� � Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 4.4 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. 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 Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021 CITY OF CITY HALL A*,!,* Federal 1Na 33325 8th Avenue South y Federal Way, WA 98003-6325 (253)835-7000 www cifyoffederalway com employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $2,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra 1 Wa 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose, Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. PROFESSIONAL SERVICES AGREEMENT - 5 _ Rev. 7/2021 CITY OF CITY HALL Fri d e ra [ Way Feder 8,h Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Comp) iance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021 4! CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - '7 - Rev. 7/2021 CITY OF CITY HALL Federal Wa Feder 8th Avenue South �- � Federal Way, WA 98003-6325 (253)835-7000 wwwatyoffedaralway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: S ph nie Courtney, CM 0 ity Clerk APPROVED AS TO FORM: 4J.n Call, City ttorney UNITED STATES SPECIALTY SPORTS ASSOCIATION, WASHINGTON STATE DIVISION: By: 3�la —2c� Paul Schukar, Office Manager DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF �� ) �J On this day personally appeared before me Paul Schukar, to me known to be the Office Manager of United States SveciqU Sports Association, Washington State Division that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of R P L UC '��� Notary's signature Ny��:fi�!yrrr Notary's printed name ae4 �o 10, WAS PROFESS 1D %AW"S% V10ES AGREEMENT Notary Public in and for My commission expires -8- of Washington. Rev. 7/2021 CITY OF CITY HALL 33325 8th Avenue South 4 Feder Fe d e ra f 1111a Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT "A" RECREATION SERVICES This Agreement will be an understanding between Parties for the provision of facilities for use by the Contractor as it relates to fees, scheduling, use of facilities, and other issues associated with running a recreational sports league in the City. The Contractor shall do or provide the following: The Contractor will provide referees and officials for each scheduled game at the sole cost to the Contractor. The Contractor will provide all equipment for all events and other uses of the athletic facilities under this Agreement, including, without limitation, game balls and other equipment for all games. The Contractor shall not allow any other agency, association, group, or league to schedule or use an athletic facility when the Contractor is scheduled to use that athletic facility without express written consent by the City of Federal Way Parks and Facilities Director or his or her designee. The Contractor will designate one person to be the point of contact between the Contractor and the City. Such contact person will disseminate any information provided by the City and educate the Contractor, its employees, agents, contractors, teams, coaches and spectators regarding such information. The Contractor shall be solely responsible for and shall perform all scheduling of games, tournaments, and league related events and any service related to scheduling. The Contractor shall provide the City with a complete schedule of events for the term of this Agreement one week prior to the first scheduled event. All schedule changes must be proposed to the City in writing within 48 hours of the proposed change. Changes will be reviewed and confirmed or denied in writing by the City when received. The Contractor shall be solely responsible for returning the athletic facilities to a substantially similar or better condition after each use. The Contractor will be responsible for reporting any damage or destruction to facilities used immediately to the City contact. Any damage or destruction to an athletic facility related to the Contractor's use of such facility under this Agreement shall be promptly repaired by the Contractor to the same condition that existed prior to the damage or destruction. Repair proposals must be reviewed and approved by the City in writing prior to any work being done. The Contractor will provide a copy of their code of conduct to the City one week prior to the first scheduled event and shall enforce such code of conduct during all games and uses of the athletic facilities. The Contractor will provide a copy of their disciplinary procedures to the City one week prior to the first scheduled event and shall enforce such disciplinary procedures during all games and uses of the athletic facilities. The Contractor is responsible for the conduct of employees, agents, contractors, teams, players, coaches, spectators, invitees, and guests. The Contractor shall suspend from one or more events, employees, agents, contractors, teams, players, coaches, spectators, invitees, or guests who violate any rules and regulations set forth by the Contractor or the City. The Contractor shall provide adequate adult supervision for any and all events, including but not limited to games, practices, tournaments and events as requested by the City. RECREATION AGREEMENT - 9 - 7/2021 CITY OF CITY HALL Sth Avenue South Federal Way, WA 98003-6325 Fe d e ra I Way Feder (253) 835-7000 www cityoifederalway com The Contractor shall immediately or on or before the expiration of one working day record and report to the City all injuries and claims against the Contractor for bodily injury and property damage. The Contractor shall immediately notify the City of any safety hazards that are apparent at any athletic facilities or on any courts or athletic fields that the Contractor cannot immediately remedy. The Contractor will provide documentation to the City of team and event registrations which will use or be held in an athletic facility within ten (10) business days of the completion of such team or event registration. The Contractor will provide the City copies of all team rosters scheduled to use an athletic facility prior to the first scheduled event under this Agreement. The Contractor will treat all City referred customers in a professional and courteous manner, such as returning phone calls or responding to inquiries within one (1) business day of receiving such phone call or inquiry. The Contractor will promptly inform the City via email of any complaints that could in any way involve the City. The Contractor shall provide the City with contact information for a designated official for all league interactions and issues. The City shall do or provide the following: The City will provide athletic facilities at Celebration Park for game use and shall identify the amount of time available. The City will provide one (1) staff person as a point of contact to facilitate field use. City staff will not be responsible for handling any league issues such as scheduling conflicts, ejections, officials, score keeping, or any other issues directly associated with league events. The City will be responsible for securing the use of the athletics facilities for the times agreed upon. If the City is unable to secure an athletic facility for a scheduled time, it will notify the Contractor at least 48 hours prior to the scheduled event. The Contractor will be responsible for finding a suitable alternate location for the scheduled event. The City will cooperate with the Contractor in securing the use of an alternate athletic facility so long as there is no additional expense to the City. The City may provide alternate facilities on a space available basis for Contractor meetings, scheduling, and other related business upon request from the designated Contractor representative. The Contractor's use of such facilities shall be subject to the City's Facility Use Policies (Exhibit "C"). There shall be no charge for the use of these facilities. The City reserves the right to close, cancel, or limit the amount of use for any and all athletic facilities. No modifications are allowed to any athletic facility. If the Contractor, or any of its employees, agents, contractors, teams, coaches, invitees, guests, or spectators violate the rules, regulations, or limitations placed on the athletic facility use, the Contractor, its employees, agents, contractors, teams, coaches, invitees, guests, or spectators may be prohibited from using an athletic facility for the remainder of an event, the remainder of the season, the following season, or any other amount of time the City deems appropriate. If a violation of rules or regulations resulting in a prohibition of use occurs, the City will notify the Contractor promptly by email. The City will assist in the marketing and promotion of the league provided that the Contractor remains in compliance with all City policies. RECREATION AGREEMENT - 10 - 7/2021 CITY of CITY HALL South Federal edaraI Way ■aFeder 8th Avenue 8003 � Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com EXHIBIT "B" COMPENSATION 1. Compensation: In consideration of the City providing facilities for Contractor, the Contractor agrees to pay the City $40 per game for use of facilities designated in Exhibit "A". 2. Method of Payment: The Contractor will be invoiced at the end of each month for that month of usage. The Contractor will pay the City 100% of fees within 14 days of the date of the invoice. The Contractor will provide a $2,500 deposit prior to using facilities. The deposit will reflect the anticipated monthly fee to be paid to the City by the Contractor for the first league played. The Contractor will send a complete list of games played to the City at the time of payment. Failure to pay the City or remit payment to the City in a timely fashion may result in suspension of games and termination of the Agreement. RECREATION AGREEMENT - 11 - 7/2021 CITY OF CITY HALL A4S Federal a Feder 8th Avenue South Federal Way, WA 98003-6325 ^� (253} 835-7000 www cityoffedera&ey com , EXHIBIT "C" FACILITY USE POLICIES 1. The user group must clear the field/facility of all litter and debris immediately upon conclusion of its event/activity. Prior to the event all user groups may be required to submit a refundable litter and security deposit in the amount of $100.00 which shall be used to offset the costs of cleaning up litter/debris should the user group fail to do so. 2. No non -City vehicles are allowed on any athletic fields. Equipment for repair or field preparation may be used as authorized by the City for those purposes. 3. Any organization or user group that damages or destroys property through misuse or abuse, including damage to lining of fields, will be responsible for reimbursing the City of Federal Way for the cost of repair or replacement. Any such organization, user group, or members thereof may also be prohibited from future field use. 4. A legally responsible agent for the user group/organization must be present on site throughout the entire event/activity. 5. NO ALCOHOLIC BEVERAGES OR CONTROLLED SUBSTANCES ARE PERMITTED. The use or possession of any alcoholic beverage or controlled substance at any event or other authorized use shall be sufficient cause for revoking the Field Use Request. All rental fees will be forfeited. 6. Field Maintenance and Closures: All Fields are subject to rotational rest and maintenance periods, which may change without notice. The FWPRD may require that a field not be used for organized practice, league, and/or tournament play due to deteriorating or unsafe field conditions. Other field arrangements may be made if possible. Failure to abide by a field closure from organized play or practice on a closed field may result in the loss of field use privileges for the season. During periods of inclement weather, field closures may result as determined by the FWPRD staff. Closures may also result from poor field conditions or damage that would cause hazardous safety considerations and/or excessive repair work to bring the field back to playable condition. It is the user group's/organization's responsibility to obtain field closure information to confirm whether scheduled use may proceed. Call 253-835-6905 Monday through Friday after 3:30 p.m. for a current report on field closures. It is the user group's/organization's responsibility, in the event of a field closure, to contact the Recreation Manager within two (2) days after such closure to confirm a credit and/or arrange for re- scheduling. Unconfirmed schedule changes will not be credited to your organization, and field use fees will be forfeited. RECREATION AGREEMENT - 12 - 7/2021 CITY OF CITY HALL Federal Wa 8th Avenue South � Federal Way, WA 98003-6325 (253) 835-7000 www cityot%deralway com 7. Groups or organizations wishing to reserve City of Federal Way Parks and Recreation Department (FWPRD) athletic fields are required to submit a completed application and insurance form. All use of the City of Federal Way athletic fields will be scheduled through the FWPRD office 8. Children must be supervised by a responsible adult at all times. 9. Cancellations of scheduled field use must be made 72 hours in advance. No refund will be made to respective user groups/organizations for cancellations made less than 72 hours prior. 10. All other City of Federal Way park rules and ordinances must be followed during field use. 11. If the type of use is deemed larger than "normal," such as a large tournament or special event, it will be the responsibility of the user group/organization to provide additional services such as portable restrooms and additional garbage pick-up. This can be arranged by the FWPRD for an additional fee. 12. Any user group/organization that wishes to operate concessions of any type will be charged the City of Federal Way in the amount of $100. The user group/organization is responsible for obtaining all applicable licenses and permits associated with any operation of concessions. The user group/organization is also solely responsible for payment of all applicable City, County, and State taxes that apply to the sale of concessions. Copies of licenses and permits must be provided to the City of Federal Way FWPRD no later than 14 days prior to the start of the tournament or event. All salable items must be approved by the City 10 days in advance of the event. The City of Federal Way reserves the right to cancel any rental reservation at any time for the following reasons: 1. Severe weather and/or conditions in which use could cause excess damage to the facilities or potential injury to participants. The City will provide reasonable notice of such occurrences as possible 2. City sponsored or co -sponsored events such as, but not limited to, the annual Red, White, and Blues Festival. The City will provide reasonable notice of such occurrences as possible 3. National or World Championship level tournaments or any other event that may be determined to take precedence over previously scheduled events. The City will provide reasonable notice of such occurrences as possible . 4. Failure to pay rental and/or any fees associated with the use of City facilities. 5. No baseball/activities are allowed on the soccer fields at any time. Tournament directors are responsible for enforcement of this rule and may lose reserved field time for failure to do so. 6. Any tournament cancellations made after Memorial Day weekend and before Labor Day weekend and with less than 30 days' notice will result in being charged the full tournament amount of $1,500.00. Any cancellations of tournaments that are booked prior to and including Memorial Day weekend or after and including Labor Day weekend will be charged the $100 deposit. RECREATION AGREEMENT - 13 - 7/2021 2116/23, 4:38 PM web. uss sa, com/sportstlC. asp?A=470294&B=440261 CERTIFICATE 4F INSURANCE II Issue Date: 2/16/2023 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE CONTRACT BETWEEN THE ISSUING INSURER(s), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, Important: If the certificate holder is an ADDITIONAL INSURED, the policy(tes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). Producer: Edgewood Partners Ins. Center License #OB29370 10877 White Rock Road, Suite #300 Rancho Cordova, CA 95670 USSSA@epicbrokers.com epicbrokers.com Insured: United States Specialty Sports Association 5800 Stadium Parkway Melbourne, FL 32940 800-74I-3014 Coverages: INSURERS AFFORDING COVERAGE INSURER A: Everest National Ins Co NAIC # 10120 INSURER B: United States Fire Insurance Company NAIC # 21113 This is to certify that the policies of insurance listed below have been issued to the Insured named above for the policy period indicated. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims, INSR LTR Type of Insurance ADDL INSD SUBR VWD Policy Number Policy Effective Date Policy Expiration Date Limits A Commercial General Liability Y y S18GLO1932-231 1/1/2023 1/1/2024 RacLOce—encesl,000,(w Occurrence Basis Damage to Reeled Pvcmises(ta occ) S I,000,000 hUd F—xp (any one peraan) S Fxcicd-M General Aggregate S5,0D0,0W Nnoint andAdv lgjwy SL,000;0D0 Pmducis - Comp rotAggs 1,000,00 haicipant Legal Liability (Per Occarence) 51,000,000 Participini Legal Li ibility (Aggregate) a00500 Sexual Abuse Malesfaturn(FarliIncident) 5LOW,000 Sexual Abase R Molestation (Aggregate) s2.0N.000 A Excess Liability SlBEX01859-231 1/1/2023 1/1/2024 Each Occurrence S1,000,000 AggrcPie s1,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule may be attached If more space is required) Coverage Includes amateur play and practice in the Insured sport for: City of Federal Way When required by written contract, Certificate Holder is included as additional insured with primary coverage and waiver of subrogation as respects to General Liability.*$ 0. 0 0 Deductible for excess medical Certificate Holder: Coverage Effective Date: 2/16/2023 7:39:00 FM City of Federal Way CANCELLATION SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 9718 ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way WA 98063 Certificate # USSSA-470294-440261 Authorized Representatives: web.usssa.com/sports/[C.asp?A=470294&B=440261 212 Policy Number: S18GLO1932-231 COMMERCIAL GENERAL LIABILITY ECG 04 767 02 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EN11ANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following is a summary of the Limits of Insurance and additional coverage provided by this endorse- ment. For complete details on specific coverage, please refer to policy language in this endorsement and the underlying Commercial General Liability Coverage Form. Coverage Applicable Enhancement Non -Owned Watercraft Less Than 50 Feet Supplementary Payments — Bail Bonds $1,000 Supplementary Payments — Loss Of Earnings $$600 per day Newly Acquired Organizations — Extended Coverage 180 days Subsidiaries As Insureds Included Fire Damage To Premises Rented To You $500,000 Notice To Company — Duties In The Event Of Occur- rence. Claim Or Suit Broadened Waiver Of Subrogation Broadened Unintentional Failure To Disclose Hazards Broadened A. Non -Owned Watercraft Paragraph g.(2) under Paragraph 2. Exclusions of Section I — Coverage A Bodily Injury And Property Damage Liability is replaced by the fol- lowing: (2) A watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge; B. Supplementary Payments — Increased Limits Paragraphs 1.b. and 1.d. under Supplementary Payments — Coverages A And B of Section I — Coverages are replaced by the following: b. Up to $1000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", includ- ing actual loss of earnings up to $500 a day because of time off from work. C. Newly Acquired Organizations — Extended Coverage Paragraph 3.a. under Section lI — Who is An In- sured is replaced by the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; D. Subsidiaries As Insureds The following is added to Section 11— Who Is An Insured: 4. Any subsidiary company in which you own a financial interest of more than 50% as of the ef- fective date of this endorsement is included as a Named Insured. However, such organization is not a Named Insured: a. If it is a partnership, joint venture or limited liability company; b. If there is other similar insurance available to it; c. If there is other similar insurance that would be available to it, but for the termination of the insurance or the exhaustion of its limits of insurance; or ECG 04 767 0216 Copyright, Everest Reinsurance Company, 2016 Page 9 of 2 ❑ Includes copyrighted material of Insurance Services Office, Inc. used with its permission Policy Number: SIBGLO1932-231 COMMERCIAL GENERAL LIABILITY ECG 24 520 04 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT ® OTHER INSURANCE (PRIMARY NONCONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph a. Primary Insurance of 4. Other Insurance of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: a. Primary Insurance This insurance is primary except when b. be- low applies. If this insurance is primary, our ob- ligations are not affected unless any of the oth- er insurance is also primary. Then, we will share with all that other insurance by the method described in c. below, except that we will not seek contribution from any party with whom you have agreed in a written contract or agreement that this insurance will be primary and noncontributory, if the written contract or agreement was made prior to the subject "oc- currence" or offense. ECG 24 620 04 02 Includes copyrighted material of Insurance Services Office, Inc., Page 9 of 9 with its permission. 1/13/23, 9:59 AM Corporations and Charities System BUSINESS INFORMATION Business Name: UNITED STATES SPECIALTY SPORTS ASSOCIATION, WASHINGTON STATEDIVISION UBI Number: 601 235 790 Business Type: WA NONPROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 19516 63RD PL SE, KENMORE, WA, 98028, UNITED STATES Principal Office Mailing Address: PO BOX 4897, FEDERAL WAY, WA, 98063-4897, UNITED STATES Expiration Date: 02/28/2023 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 02/07/1983 Period of Duration: PERPETUAL Inactive Date: Nature of Business: ATHLETIC, AMATEUR SPORTS Charitable Corporation: IR Nonprofit EIN: 94-3112567 Most Recent Gross Revenue is less than $500,000: R Has Members: Public Benefit Designation: Host Home: REGISTERED AGENT INFORMATION Registered Agent Name: DALE MCGREGOR Street Address: 19516 63RD PL SE, KENMORE, WA, 98028, UNITED STATES Mailing Address: PO BOX 4897, FEDERAL WAY, WA, 98063-4897, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL STROJAN KENNISON GOVERNOR INDIVIDUAL PAUL SCHUKAR GOVERNOR INDIVIDUAL DALE MCGREGOR https://cefs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1