Loading...
AG 10-013RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ?K C 2. ORIGINATING STAFF PERSON: Ckt'6 G1 T-e-`d rna-h EXT: 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 • REAL ESTATE DOCUMENT • ORDINANCE (,CONTRACT AMENDMENT (AG #): 10-D13 ❑ OTHER • HUMAN SERVICES/ CDBG • SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • RESOLUTION • INTERLOCAL 5. PROJECT NAME: wi9fTa2- A Eir=o Rw cs " No Z 6. NAME OF CONTRACTOR: W u.•� -c r EI 4w SS I n G -e-� In rfleH�--7'� ADDRESS: TELEPHONE 14 Zr2 — E -MAIL: 1 C , Ca FAX: SIGNATURE NAME: j vx o TITLE_ )eV )/• 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION El INSURANCE REQUIREMENTS /CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: �' I' 13 COMPLETION DATE: 1 3 I 9. TOTAL COMPENSATION $ 'I WA (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOA C G - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: Ill 10. DOCUMENT /CONTRACT REVIEW • PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED Alp 12.11 I� COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING II ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: I2I I�! 3 DATE RECD: 12-1,2011-3 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT • SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS: INIT L / DATE SIGNED P 12•ZO. 13 12 --U- I 12.2-0.15 AG# ID -D13$ DATE SENT: I Z 2O •�� 1/9 CITY OF NA'- 3 with Avenue Souih AMENDMENT NO. s TO RECREATIONAL CLASS AGREEMENT FOR WATER AEROBICS CLASSES This Amendment ("Amendment No_ 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and AQ Water Fitness Inc,, DBA Aquarobics, a. Washington corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for water aerobics classes at the Federal Way Community Center ( "Agreement ") dated effective January 2, 2011, as amended by Amendment No(s). 1, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 ofthe Agreement and any prier amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than : January 31, 2014 ("Amended Terri "), 2. ASSIGNMENT OF AGREEMENT. Pursuant to Section 1 3.2 of the Agreement, the Contractor requests and the City agrees to assign its rights and obligations under the Agreement to Aquarobics — Get In. Get Fit., LLC, a Washington Limited I..,iability Company. This Assignment from Contractor to Aquarobics — Get In. Get Fit., LLC will be effective upon transfer between Contractor and Aquarobics — Get In, Get Fit., LLC. Aquarobics — Get 1n. Get Fit., LLC does business at the below address, which shall be valid for any notice required under this Agreement.- AQUARORICS — GET I.N. GET FIT., LLC Carolyn Scott PO Box 404 Redmond, WA. 98073 425 -894 -0045 (telephone) INF OC Getl nGetFit. cone 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this .Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment_ The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment; which is binding on the parties of this contract. [Signature page follows] AlV[l✓NL3:i1%'LE.NI T - i - 1/2010 C IT If 0r- C;7( HAL,- 33321S 3th -'VeTiuz- South '8C 3 e-al -63z's reuetai 1wa- 1�.-:777- IN WITNESS, the Parties execute this Agreenient below, effective the last date written below. C [TY OF FEDERAL WAY B v. C�f�2 /0 Cam, M. Roe, PiK, Director of Parks/Public Works 0 DATE, �Zjzq ((-3 CONTRACTOWASSIGNOR: AQ WATER FITNESS, INC .. ....... ... ...... . Carolyn I -ott, Preside t DATE: VA STATE OF WASHINGTON ) ) Ss. COUNTY OF_ VA ATTEST. City Clerk, Carol McNeilly, Cl 4C A7Fayz VED AST. FORM: J&.1 a-R City Att &•1 Patricia A Richard on Notary Public Washington t EL 15 Notary Public State of Washington VICTOR MANUEL RIVERA 'Int My Appointment Expires Jun 23, 2015 On this day personally appeared before me Carolyn Scott, to me known to be the President of AQ Water Fitness, Inc 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 stataedth h*.he was authorized r to execute said instrument and that the sea] affixed, if any, is the corporate seal of Sal ration. GIVEN my hand and official seal this � day of Notary's signature Notary's printed name 2013. Not in and for tl�e State of Washintdon. 4i o ion expires 1kirki- AMENDN,ffiNT 1/2010 ASSIGNEE: AQUAROBICS — GET IN. GET FIT., LLC 111�kJ Ct Carolyn Kott, 6-w-n-rer DATE: 11 Iq 113 1 1- STATE OF WASHINGTON ) ) Ss. COUNTY OF Klf-(M _j Notary Public �l State of Washington VICTOR MANUEL RfrVERA VICTOR Appointment Expires Jun 23, 210151 W WW On this day personally appeared before me Carolyn Scott, tome e known to be the Owner of Aquarobics — Get In. Get Fit., LLC that executed the foregoing, instrument, and aclaiowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentionedal, i on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and officiAl seal this 1 A day of Notary's sic,nature C Notary's printed name Nota ;uV`and for the State of Washington. ��n ne expires AMENDMENT - 3 - 1/1-7010 Corporations: Registration Detail Corporations Division - Registration Data Search AQUAROBICS - GET IN. GET FIT., LLC Purchase Documents for this Corporation >> UBI Number 603307991 Category LLC Active/Inactive Active State Of Incorporation WA WA Filing Date 06/07/2013 Expiration Date 06/30/2014 Inactive Date Duration Perpetual Registered Agent Information Agent Name CAROLYN SCOTT Address 16554 NE 99TH ST City REDMOND State WA ZIP 98052 Special Address Information Address City State Zip Purchase Documents for this Co!3)oration» Page 1 of 1 http: / /www.sos.wa.gov /corps /search_ detail.aspx?ubi= 603307991 12/17/2013 Corporations: Registration Detail Corporations Division - Registration Data Search AQ WATER FITNESS, INC. Purchase Documents for this Corporation» UBI Number 602739085 Category REG Profit/Nonprofit Profit Active/Inactive Active State Of Incorporation WA WA Filing Date 06/2612007 Expiration Date 06/30/2014 Inactive Date Duration Perpetual Registered Agent Information Agent Name CAROLYN SCOTT Address 16554 NE 99TH ST City REDMOND State WA ZIP 980523043 Special Address Information Address PO BOX 404 City REDMOND State WA Zip 98073 Governing Persons Page 1 of 1 Title Name Address ALL Officers SCOTT CAROLYN 16554 NE 99TH ST , REDMOND, WA 98052 Secretary SCOTT ANTHONY 16554 NE 99TH ST , REDMOND, WA 98052 Purchase Documents for this Corporation » http: / /www.sos.wa.gov/ corps/ search_detail.aspx?ubi = 602739085 12/17/2013 RETURN TO: 5�1�� ��'` IGt 1 1. L f L� EXT: J � CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: RCS - FWCC 2. ORIGINATING STAFF PERSON: CRAIG FELDMAN EXT: 6945 3. DATE REQ. BY. NOVEMBER 16, 2011 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 ❑ ORDINANCE CONTRACT AMENDMENT (AG #): ❑ CITHER • SECURITY DOCUMENT (E.G. BO ND RELATED DOCUMENTS) • RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: WATER AEROBICS AMENDMENT NUMBER 1 6. NAME OF CONTRACTOR: AQ WATER FI TNESS INC., DBA AQUAROBICS ADDRESS:PO Box 404 REDMOND, WA. 98073 TELEPHONE 425- 894 -0045 E -MAIL: WWW.GETINGETFIT.COM FAX: SIGNATURE NAME: C AROLYN SCOTTO TITLE: OWNER/PRESIDENT 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 2, COMPLETION DATE: DECEMBER 31, 2012 9. TOTAL COMPENSATION $8 0 (INCLUDE EXPENSES AND SALES TAX, IF ANY) 11L4 L� (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES HOL AY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, S PAID BY. ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW IATIA L /DAliEREVIEWED � INITIAL / DATE APPROVED X PROJECT MANAGER a 444 It I-t ,KDIRECTOR 4 RISK MANAGEMENT (IF APPLICABLE) 111 1 ' A LAW Po it -'1 -0 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ ENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI ATE, LICENSES, EXHIBITS V LAW DEPARTMENT 1 121 SIGNATORY (MAYOR I CITY CLERK l� • ASSIGNED AG# • SIGNED COPY RETURNED INITIAL / DATE SIGNED t - Z LZ - AG# DATE SENT: FOR AQ WATER FITNESS INC., DBA AQUAROBICS This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Aq Water Fitness Inc., dba Aquarobics, a Washington corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for the purpose of scheduling water aerobics class at the Federal Way Community Center ( "Agreement ") dated effective January 2, 2011 as amended by Amendment No. 1, as follows: 1. AMENDED TERM The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2012 ( "Amended Term "). 2. GENERAL PROVISIONS All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2010 4" CITY O F Fede CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 - 6325 (253) 835 -7000 wwwcrtyvffbderarwgy mn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Skip Priest, May DATE: ATTEST: City Clerk, Carol McICeilly, QdC APPROVED AS TO FORM: City Attorney, Patricia A Richardson Aq Water Fitness, Inc. By: Printed Name: 6 S Title: �Q��Q,1/�`� DATE: L I3 Z STATE OF WASHINGTON ) ss. COUNTY OF lei r? On this day personally appeared before me C42oLyW SCOTT , to me known to be the _1- E 'StCl&t , �J of A - Q 14tFieg r — / Tx/&a 1 1IUC that executed the foregoing instrument, and aclmowledged the said dinst:u rent to be th--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 7a , W c , 20 / Z . NOTARY N: PUBLIC �''' %�F WASN� .•� °� Notary's signature Notary's printed name K OZL L / j' AW14 -c o y Notary Public in and for the State of Washington. My commission expires 40PC 10 / e/ 2 G/ 5 AMENDMENT -2- 1 /2010 l0 -013 / ACORD CERTIFICATE OF LIABILITY INSURANCE 02 /0 MIDD 02/01/2012 PRODUCER (206) 838 -9077 DML Insurance Services, Inc. 4005 20th Ave W Ste. 132 Seattle WA 98199- AD IN D'L THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED AQ Water Fitness dba Aquarobics PO BOX 404 Redmond WA 98073— LIMITS INSURER A: Philadelphia Insurance Cc Federal Wa WA 98003- INSURER B: PHPK376197 INSURER C: 02/11/2013 INSURER D: $ 2,000,000 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR AD IN D'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMID POLICY EXPIRATION DATE MM/D LIMITS A Federal Wa WA 98003- GENERAL LIABILITY PHPK376197 02/11/2012 02/11/2013 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE ERI OCCUR / / / / DAMAGE TO RENTED PREMISES Ea occurrence $ 100 , 000 MED EXP one $ 2,500 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 3,000,000 GEML AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY JEC LOC AUTOMOBILE LIABILITY ANY AUTO / / / / COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per pew) $ ALL OWNED AUTOS SCHEDULED AUTOS / / / / BODILY INJURY (Per accident) $ HIREDAUTOS NON- OWNEDAUTOS / / / / PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO / / / / $ AUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY / / / / EACH OCCURRENCE $ OCCUR El CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE / / / / $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY / / / / TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ E. L. DISEASE - EA EMPLOYEE $ OFFICER/MEMBER EXCLUDED? / / / / If yes, describe under SPECIAL PROVISIONS below E. L. DISEASE -POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONSILOCATIONS /VEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Below Certificate Holder is listed as Additional Insured with respect: contract on file with insured. CERTIFICATE HOLDER CANCELLATION (253) 835 -6900 ( ) — SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Craig Feldman EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT Federal Way Community Center FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 876 S 333rd St I I NSURE R ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Federal Wa WA 98003- ACORD 25 (2001108) INS025 (0108).06 © ACORD CORPORATION 1988 Page 1 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. INS025pioapB AMS Page 2of2 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) 11/23/2011 PRODUCER (206) 838 -9077 DML Insurance Services Inc. Services, 4005 20th Ave W Ste. 132 Seattle WA 98199- THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED AQ Water Fitness dba Aquarobics PO Box 404 Redmond WA 98073 INSURER A: Philadelphia Insurance Co POLICY E MM IDD/YY) INSURER B: A INSURERC: GENERAL LIABILITY INSURER D: 02/11/2011 1 INSURER E: EACH OCCURRENCE rnVFROrF.R 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD'L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY (MM DD/YYE POLICY E MM IDD/YY) LIMITS A GENERAL LIABILITY PHPK376197 02/11/2011 02/11/2012 EACH OCCURRENCE $ 2,000,000 PREMISES TO occurrence $ 100 000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE rX1 OCCUR MED EXP (Any one person) $ 2,500 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 X POLICY JE C LOC AUTOMOBILE LIABILITY ANY AUTO / COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS / BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS / PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AG G EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR F] CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE / $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY / / / TORY LIMITS ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNERIEXECUTIVE E.L. DISEASE - EA EMPLOYEE $ OFFICEWMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER I '• DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Below Certificate Holder is listed as Additional Insured with respect: contract on file with insured. GEK I ItIGA 1 t MULUEK GANGELLA I IUN (253) 835 -6900 ( ) - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Craig Feldman EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT Federal Way Community Center FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 876 S 333rd St INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Federal Wa WA 98003 - ice+ G -, ACORD 25 (2001108) ® ACORD CORPORATION 1988 INS025(ofo8).oe Page I oft DATE IN: I DATE OUT: I TO:�, CITY OF FEDERAL WAY DEPAR REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW /SIGNATURE ROUTING SLIP 1. ORIGINATING DEPT./DIV: PARKs/RCS 2. ORIGINATING STAFF PERSON: CRAIG FELDMAN EXT: 253 -835 -6945. DATE REQ. BY: DECEMBER 1, 2009 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) X PROFESSIONAL SERVICE AGREEMENT ❑ SECURITY DOCUMENT (E.G. AGREEMENT & ❑ MAINTENANCE /LABOR AGREEMENT PERF/MMN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) ❑ PUBLIC WORKS CONTRACT ❑ CONTRACTOR SELECTION DOCUMENT ❑ SMALL PUBLIC WORKS CONTRACT (E.G., RFB, RFP, RFQ) (LESS THAN $200 ,000) ❑ CONTRACT AMENDMENT AG #: ❑ PURCHASE AGREEMENT) ❑ CDBG (MATERIALS, SUPPLIES, EQUIPMENT) ❑ OTHER ❑ REAL ESTATE DOCUMENT 5. PROJECT NAME: 6. NAME OF CONTRACTOR: AQ WATER FITNESS INC., DBAAQuARosics ADDRESS: PO BOX 404 REDMOND, WA. 98073 TELEPHONE 425- 894 -0045 SIGNATURE NAME: CAROLYN SCOTT TITLE: OWNER/PRESIDENT 7. ATTACH ALL EXHIBITS AND CHECK BOXES X SCOPE OF SERVICES X ALL EXHIBITS REFERENCED IN DOCUMENT ❑ INSURANCE CERTIFICATE X DOCUMENT AUTHORIZING SIGNATURE 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2010 COMPLETION DATE: DECEMBER 31, 2011 9. TOTAL COMPENSATION (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 10. CONTRACT REVIEW X PROJECT MANAGER ❑ DIRECTOR • RISK MANAGEMENT • LAW ❑ YES ❑ NO IF YES, $ ITIA /D E APPRO E 26 id rUt t4 4-kvbLA2 "U+ SilGk-1 "tAi 11. CONTRACT SIGNATURE ROUTING INITIAL/DATE APPROVED • LAW DEPARTMENT • CITY MANAGER 1�Q CITY CLERK OWN k - 2g • 10 SIGN COPY BACK TO ORGINATING DEPT. eXYI I- 2-q - lD ;, ASSIGNED AG# W -006 ❑ PURCHASING: PLEASE CHARGE TO: 111- 7200 - 351 - 575 -51 -319 PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL/DATE APPROVED INITIAL/DATE APPROVED C 10/09/02 This Recreational Class Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and AQ Water Fitness Inc., dba Aquarobics, a Washington 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: AQ WATER FITNESS INC., DBA AQUAROBICS: I CITY OF FEDERAL WAY: Carolyn Scott PO Box 404 Redmond, WA. 98073 425- 894 -0045 (telephone) No (facsimile) INFO@ AQUAROBICS.NET Craig J. Feldman 33325 8th Ave. S. P.O. Box 9718 Federal Way, WA 98063 -9718 (253) 835 -6945 (telephone) (253) 835 -6939 (facsimile) ffederalway.com The Parties agree as follows: 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, 2010 ( "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 olaerwise 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 City Manager 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 are 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. RECREATIONAL CLASS AGREEMENT - 1 - 10/16/09 CITY OF CITY HALL 33325 8th avenue South - PO Box 9718 Federal Way, WA 98463 -9718 (253) 835-70(30 www cityoffederahw�y c om 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. TERNIINATION 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. CONII'ENSATION 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 a period of one (1) year from the effective date of this Agreement. 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 Contractor shall make all checks PAYABLE TO THE CITY OF FEDERAL WAY and send them to the City of Federal Way, c/o Federal Way Community Center, PO Box 9718 Federal Way, WA 98063 -9718, ATTN: Aquatics Coordinator. Payment shall be received no later than twenty one, (21) days after the conclusion of each session. The Contractor shall also submit a signed statement attesting to the gross session receipts for the particular session. 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. 4.4 Non- Apprppriation 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. RECREATIONAL CLASS AGREEMENT -2- 10/16/09 CITY OF CITY HALL Federal Way 33325 8th Avenue South - PO Box 9718 Federal Way, VVA 98083 -9738 (253) 835 - 7000 Cjt v 0ffaJ("rJtW<J y C , 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 cant' insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors, as provided in Exhibit "C" , attached hereto and incorporated by this reference, for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or tennination. 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. RECREATIONAL CLASS AGREEMENT -3- 10/16/09 CITY OF CITY HALL Federal Way 33325 82h Avenue South - PO Box 9718 Federal Way. WA 980363 -9718 (253) 835 - 70300 mm cf yeffederahw ay coo 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 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 Safe . 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. 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 RECREATIONAL CLASS AGREEMENT -4- 10/16/09 CITY OF Federal Way CITY HALL 33325 8th Avenue South . PO Pox 9718 Federal Way, WA 98063 -9713 (253) 835 -7GDO vm , w cityoffkk r aAvay corn 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 Compliance 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 of 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 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 ofresolving 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 RECREATIONAL CLASS AGREEMENT -5 - 10/16/09 CITY OF CITY HALL 33325 8th Avenue South - PC Box 9718 Fedcl 01 Way Federal Way, WA 98063-9718 (253) 835 -7000 vnvw r.rtyoff ieratway c:om 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] RECREATIONAL CLASS AGREEMENT -6- 10/16/09 CIT I Of CITY HALL 33325 ', Avenue So uth - Box 9798 Federal Way Federa ' , Nay, `.nIA 98083- 9718 18 (253) 835 -7000 m ftt =tterahvay.c m, IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By: //M 0 " " , fi ' I MiL Cary M. Roe, P.E., Director of Parks/Public Works City Clerk, Carol McNeill CMC DATE: JLZ 6 � ZW D AQ WATER FITNESS, INC. By: CX& & Printed Name: Iv kA S o - r Q4 Title: �� 4��� DATE: STATE OF WASHINGTON ) ss. COUNTY OF 6 ) APPROVED AS TO FORM: Signature on file, form approved 313112009 by: City Attorney, Patricia A Richardson 0 th day personally appeared before me OZ M �� to me known to be the W 41 s \cQ n.►,. )t of 4 ann 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 g day of , 200 Jotary's signature Jotary's printed name Notary Public in and for the State of Washington. My commission expires 0 RECREATIONAL CLASS AGREEMENT -7- 10/16/09 AQ Water Fitness Inc., dba Aquarobics, and the City of Federal Way, mutually agree that the following services will be provided: Aquarobics will be allowed to schedule water aerobics courses at the Federal Way Community Center. Course schedules must be approved by the Aquatics Coordinator in advance. The City of Federal Way reserves the right to combine programs to maximize the use of the facility. Aquarobics will be solely responsible for the registration of all of its participants and the collection of all participation fees. The City of Federal Way agrees to promote the Aquarobics programs at the Federal Way Community Center and refer all registration inquires to the Aquarobics staff The City of Federal Way agrees to, with reasonable advanced notice, notify the owner and Aquarobics staff of any changes to the approved schedule. Aquarobics will provide the Aquatics Coordinator with the names and contact information for all of its instructors teaching courses at the Federal Way Community Center. Aquarobics will be solely responsible for the storage and security of its equipment at the Federal Way Community Center, the arrangements of which shall be made with the Aquatics Coordinator. RECREATIONAL CLASS AGREEMENT - 8 - 10/16/09 CITY OF CITY HALL Fede, a al Way 33325 8th ,Avenue South . PO Box 9798 Federal Way. WA 9803-9718 (253) 835 -7000 MVW cityofk derahwiv c.3r EXHIBIT "B" COMPENSATION In consideration for permission to use the pool facilities at the Federal Way Community Center, to conduct a Water Exercise Program as provided in this agreement, the Contractor agrees to pay the City an amount equal to thirty percent, (30 %), of the gross session receipts. "Gross session receipts" means the Contractors total revenue from operating the Water Exercise Program, excluding only Washington State Sales Tax. A "session" consists of approximately five, (5) weeks. RECREATIONAL CLASS AGREEMENT -9- 10/16/09 CITE' OF CITY HALL Federal _ 33325 8th avenue South PO Box 9798 ; JY { Federal Way, WA 98063 -9718 (253) 835 -7000 mvw cityof edervMay. cam, EXHIBIT "C" INSURANCE 1. 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 $1,000,000 for each occurrence and $1,000,000 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 a minimum combined single limits in the minimum amounts required to drive under Washington State law for bodily injury, including personal injury or death, and property damage. 2. 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. 3. The City shall be named as additional insured on all such insurance policies, with the exception of any professional liability insurance and any workers' compensation coverage(s) if Contractor participates in a state- run workers' compensation program. Contractor shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement, except after thirty (30) days prior written notice to the City. 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. RECREATIONAL CLASS AGREEMENT _10- 10/16/09 ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE(MM1 YY) W. 01/11/2010 PRODUCER Phone: (800) 395 -8075 Fax (866) 422 -6579 FITNESS AND WELLNESS 80 STEVENS AVENUE, SUITE 206 OLANA BEACH CA 92075 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. MED. EXP (Any one person) 2,50 PERSONAL 8 ADV INJURY NSURERS AFFORDING COVERAGE NAIC # Agency Lid#: 037764 INSURED INSURER A: Philadelphia Indemnity Insurance Company 18058 AQ Water Fitness, Inc. INSURER B: AUTOMOBILE 8667 233rd PI NE Redmond, WA 98073 INSURER C: COMBINED SINGLE LIMIT Ea accident) INSURER D: INSURER E: BODILY INJURY Per person) COVERAGES HE POLICIES OF INSURANCE LISTED BELOW HAVE ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES POLICIES. AGRREGATE LIMITS SHOWN MAY HAVE BEEN INSR DD'L TYPE OF INSURANCE LTR NSR GENERAL LIABILITY X OMMERCIAL GENERAL LIABILITY "' LAMS MADE LX OCCUR A X X PROFESSIONAL LIABILITY EN'L AGGREGATE LIMIT APPLIES PER X P ROJ- POLICY CT LOC BEEN ISSUED TO THE INSURED NAMED ABOVE FOR OR OTHER DOCUMENT WITH RESPECT DESCRIBED HEREIN IS SUBJECT TO ALL REDUCED BY PAID CLAIMS. POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYY) PHPK516882 02107/2010 THE POLICY PERIOD TO WHICH THIS CERTIFICATE THE TERMS, EXCLUSIONS POLICY EXPIRATION DATE (MWDDIYY ) 0210712011 INDICATED, NOTWITHSTANDING MAY BE ISSUED OR AND CONDITIONS OF SUCH LIMITS EACH OCCURRENCE 2,000,00 )AMAGE TO Eaoccurence)ENTEDPREMISES 100,00 MED. EXP (Any one person) 2,50 PERSONAL 8 ADV INJURY 2,000,00 GENERAL AGGREGATE 3,000,00 PRODUCTS-COMP/OP AGG. 3,000,00 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT Ea accident) $ BODILY INJURY Per person) BODILY INJURY Per accident) ROPERTY DAMAGE Per accident) GARAGE LIABILITY NY AUTO NUTO ONLY - EA ACCIDENT $ DTHER THAN EA ACC AUTO ONLY: AGG EXCESS / UMBRELLA LIABILITY CCUR IJLAIMS MADE EDUCTIBLE ETENTION $ EACH OCCURRENCE AGGREGATE WORKERS COMPENSATION AND EMPLOYERS' (ABILITY ANY PROPRIETORIPARTNERIEXECUTIVE FFICERIMEMBER EXCLUDED? If yea, desalbe under SPECIAL PROVISIONS below c rATU -TOrty LIMITS OTHER L. EACH ACCIDENT L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT OTHER: DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS It is understood and agreed that the following entity is added as an additional Insured but only as respects the operations of the named Insured except that liability resulting from the additional insureds sole negligence. CERTIFICATE HOLDER CANCELLATION City of Federal Way 3325 8th Avenue South Federal Way, WA, 98063 PIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 [AILURE OULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE YS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON E INSURER, IT'S AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE [Attention ACORD 25 (2001/2) Certificate # 84562 ACORD CORPORATION 1988 SUPPLEMENT TO CERTIFICATE OF LIABILITY INS #84563 1 Q, ;;Q DATE DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /SPECIAL ITEMS It is understood and agreed that the following entity is added as an additional insured but only as respects the operations of the named insured except that liability resulting from the additional insureds sole negligence: Certificate # 84563