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AG 10-050RETURN TO: �� �' EXT: � � v CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: }� � G 2. ORIGINATING STAFF PERSON: �� n �v71'O�,J EXT: 6 9L� 3. DATE REQ. BY: i�S fiP , 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. sorm�a�nnocuMENTS> ❑ ORDINANCE ❑ RESOLUTION �'CONTRACT AMENDMENT (AG#):�� ❑ INTERLOCAL ❑ OTF�R 5. PROJECT NAME: S'� G G�+- IZ E<'� �f�J' 6. NAME OF CONTRACTO ADDRESS: �b. ( E-MAIL: Sfcc�c, SIGNATURE NAME �,�2� 4/ � E�vTU�J I r c`A 1�g � S6 TELEPHONE 20 6-(� /�-�o /,Iy a�� l.►�a: l.� Co.n FAX: � � , ��,�, TITLE� ,�c.�vrcr 7. EXHIBITS AND ATTAC��IlI�IENTS: ❑ SCOPE, WORK OR SERVICES �i COMPENSATION � INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL O'THER REFERENCED EXHIBITS �PROOF OF AUTHORITY TO SIGN ',�REQUIRED LICENSES �PRIOR CONTRACT/AMENDMENTS � 2��� 8. TERM: COMIVIENCEMENT DATE: � ,�r2�� COMPLETION DATE: � � � y Z7 � 3 9. TOTAL COMPENSATION $ 9 0, o00 . bo -l� y Ov o. o o= `� �/. d o o• � o (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY L OR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: � 1�S ❑ No ��S, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR 0 CITY 0 PURCHASING: PLEASE CHARGE TO: C�� � 2t�' �S )� S7 ���.3' � I� 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED �PROJECT MANAGER G/ /3 DIRECTOR � ( 13 ❑ RISK MANAGEMENT (�' �PL�C.e,BLE) °�' LAW I'� �1. [_J, • l 3 SC,t, p• I� I orJ �� �' 11. COUNCIL APPROVAL (g' .e,PPL�C�LE) COMMITTEE APPROVAL DATE: COUNCII., APPROVAL DATE: _ 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: � f!�; ` l�_ DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �AW DEPARTMENT �SIGNATORY (CM OR DIRECTOR) ITY CLERK SSIGNED AG# �SIGNED COPY RETURNED �� � �� ' i �.n�sl�%71,�� • f/�i�►.�' �� COMI��NTS: �nn ��r 1�o�a -I� Sn� - avrn 2bk � H,cav � � 11l9 � CITY UF CITY HALL � ������' ��� 33325 8th Avenue South Federal Way. WA 98003-6325 (253 j $35-7000 �vww cityvffederahvay com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR SOCCER REFEREES This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and South King County Soccer Referee Association, 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 soccer referees ("Agreement") dated effective April 1 St, 2010, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit "B-1 ", 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 an attached Exhibit, 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. __ 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 � CIiY UF �"�.. Federal Way CITY HALL 33325 8th Avenue SoutM Federe! Way, WA 98003-6325 (253} 835-7000 �vw�v c�ryo�federafway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Skip Prie , Mayor DATE: �� SKCSRA By: � � Printed Name: �y A w �<< K1 Title: �r<<���r DATE: � � 2 ��� � ATTEST: � � �, � . ► �.� i [l l. ,�G � _ .-�r i - � . . • i1� AP OVED AS T FORM: � City Atto y Patricia A Richardson STATE OF WASHINGTON ) ) ss. COUNTY OF 1 �' 4 On this day personally appeared before me ��i�,,i�i i►/ 4��o me known to be the � -Q�� of 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 (�ay of� �� � , 20� � ! - - . �,.. In � . I � Notary Public State of Wsshington RACHE� M MILLER NI�( GOMMlSSI20� 2015 �RES Janu�ry Notary's signature� , Notary's printed name Notary Public in and for the My commission expires� EXHIBIT B-1 AMENDMENT - 2 - 1/2010 ` CItY OF ,,�., Federal CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253j 835-7000 www crtyaffedera7way com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed FOUR THOUSAND and NO/100 Dollars ($4,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed NINETY FOUR THOUSAND and NO/100 Dollars ($94,000.00). AMENDMENT - 3 - 1/2010 RETU RN TO: � �xT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: � IZ G 2. ORIGINATING STAFF PERSON: Jg �,� �'j'`pa,/� 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 ❑ HUMAN SERVICES / CDBG � REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. sorm �LA�D Docut�xTS� ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG#): ❑ OTHER ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NA3vIE: S��c t,,Z ,�L�Fcrce� 6. NAME OF CONTRACTO :�CG A� -r� 1tt oK�'r' S' c.cce. Ze �'t/'tc.. 'r rt O�J ADDRESS: // -- 6 1s'N o A�' S. TELEPHONE yZS' ( f�7'�8 E-MAIL: FAX: SIGNATURE NAME: � rAF � Cl��orr► ti TITLE 'l"'N�� ur'Gr 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: APP�� ( � � Ol O COMPLETION D;ATE: � �I , Z O I�_ 9. TOTAL COMPENSATION $ c# Q O, O OO . D D (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR C ARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑�S � rro iF �S, MaXitvlUtvt DoLL�.4tvfot�rrT: $ IS SALES TAX OWED O YES ❑ NO IF YES, $ PAID BY: 0 CONTRACTOR O CITY ❑ PURCHASING: PLEASE CHARGE TO: 00/ 7ZDD.�.SI :57�� L.3 y��' 10. DOCUM�NT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED Gd PROJECT MANAGER •�� /o ❑ DIRECTOR Z fl ❑ RISK MANAGEMENT (tF �rrLicasLE) ❑ LAW '' ��I' 11. COUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: �V � COUNCIL APPROVAL DATE: N� 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS � LAW DEPART ❑ SIGNATORY DIRECTOR) � CITY CLERK�� ASSIGNED AG# � SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED - - l0 � � �s� �/�1 _��. ��'2°►' La AG# �L� - D� DATE SENT: � • �. q - \ 'p li/9 .a� ,«° = ;� � � � '�_ ., °sw ' aP �ITY NRLL 33325 �th �:verue Souit; � � �s:= 5718 �edera{ Vtlay. 4�1A °�30�3 y' ? � (2�3} $35-7�Jt#� v�n� crtyr�ff� cie,�ds��y.: % �?> PR+QI�'ESSIONAD, ��:�VIf`ES AGREEMENT F()R SOCCER REFEREES This Professional Services Agreement ("Agreexne,it") is made between the City of Federal W ay; a Washington municipal corporation ("City"), and South King County Soccer Referee Association (SKCSRA), a VVashington Nonprofit Association ("Contractor"). The City and Contractor (together "Parties") are located and da busi�iess at the below addresses which shall be valid for ary notiie required under this Agreement: SKCSRA Kathy Chromy 11445 163 Avenue S.E. Renton, WA 98059-6141 (425) 647-8845 (telephor�e) CITY OF FEDERAL WAY: John Hutton 33325 8�' Ave. S. P.O. Box 9718 Federal Way, WA 98063-9718 (253) 835-6928 (telephone) (253) 835-6939 (facsimile) John.Huttonna,citvoffederalwav. com The Parties agree as follo��s. 1. T�RM. T'he t;�rn. of this Agreement shalY commence upon the effective date of this Agreement; whieh shall be the date of mutu�l execution, and shail continue until the completion of the Work, but in any e��ent no later than April l, 2013 ("Term"). 'This Agreeinent may be �xtended for additional periods of time upon the mutual ;�ritten a�ne�ement of the City and the Contractc:r. 2. SERVI�'L+'S. The C;�ntract�r sh.ail ����rform the services more speci�cally described ir� Exhit�it °A". att�ached hereto and .inc�rporated by ihis referenae ;"Se: ir a manner consistent with the accepted prnfassien.al praci�ices for other similar sen�ices withirx the Fu�rx :;ou��u region iri effect at the time those services are perfarmec3, perfornYed to .the City's satisfacti�n, wifhin the time �eriod pres�;ribed by the City and pursuant to the direction of the Ci#y� l�anager or his or her designee. The Contractor warrants t�iat it has t.he requisite training, skill, and experience nece�sary to provide the Services and is a�:�propriately accredi.ted and licensed by al] applicable agencies and government,:l eniities, inc?uding but not limited to obtaining a City of Federal Way business registration. Services shall begin ixnmediately up�on the effective date of this Agreement. Services shall be subject, at all times, to inspection bv and approva] 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 Services in accardance wztb this Ageement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its disrovery. 3. TERNIINATION. Either pariy may terininate fhis Agreement, with or without ca�.ise, upon providing the other party thirty (30) days written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain reyuired insl�rance policies. breaches confidentiality, or materially violates Section 12; and such may result in ineli�ibili�y for itzrther City agreements. 4. COMPENSATIQN. 4.1 Amount. ]r� retur� for the ServicPs, the City shall pay the Contractar 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 Contract�r agree, that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the nego�iated rate(s) for a period of one- { 1) year from the effective date of this Agreement. Except as otherwise provided in Ext�ibit "B", the Contractor shall be solely responsible for the payment of ar>y taxes imposed by any lawful jurisdiction as a t�e:;ult �f tk�e performance and payment of'this Agreement. PROFESSIONAL SER`JI�'�:S AGREEMENT - 1- 1!2010 r w. rrw ar ; �: .,rrw� +r. . GfTY Nts,L� 33325 8th Rver�ue Se��t� � F't7 Es�;� �?18 r�det'al 4 Nay. ;NA 98J�a�_971$ (253) 835-7t}€�0 � wav�v crr`yat�?ctrr�iw�; c.�>r 4.2 Method gf Pavment. On a monthly basis, the Contractor shall submit a voucher or iriuoice in the form specified by the City, including ��� description of what Services have been performed, the rlame of the personnel �erfarming such Services, and any hourly labor charge rate far such personnel. The Contractor shall also sub�iit a final bill upon completicm of`all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days al`ter receip� and approval by the appropnate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payrnent for such work until the work meets the requirements of the Agreement. : 4.3 Non-A_ppropriation of Funds. If sufficient f'unds are not appropriated or allocated for payrnent under this Agreernent for any future fiscal period, the City will not be obligated to make payments for Services oramounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are ailocated. No penalty or expense shall acerue to the City in the event this provisicir� applies. . 5. INDEMNIF'ICATION � 5.1 Contractor Indernnification. 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, resultin¢�,.from, or in connection with this Agreement or the acts, errors or omissions �f the �ontractor in performance q�•this AgX�eement, except f�r that portion of t�e claims caused by the City's sole nPgligence. Should a.caurt of competent; ��tisdictian determine that this �greement is subject to RCW 4.24.1 i 5, then, in the event of liabiliTy for damages arising out of �o�+ily injury to �ersons or darriages to property caused by or resulting from the concurrent negligence of, the C���h �nd the. Cis;�, th.e Contractor's liability hereunder shall be cmly .to the extent af the C'ontractor's r��igence. C'onrrac�or shall ensure that each sub-contractor shall agree to defend and indemnify th� CiYy, its elected offici��,�nffic;,rs, em�lt�yees, agents, repr�.sentatives, insurers, attorneys, and volunteers to the extent and on the, same terms aa��cc�nditions as the Cc�ntractox �ursuant ta this paragraph. T'he City's inspection or acceptanc� bf any mf Contractor's work when completed shall not be grounds t� avc�id any of these cavenants of indemnification. 5.2 Industrial I�ssurance Act Waiver. It is s�ecifically and expressly understood that the Contractor waives any immunity that may b� granted to it under the Washington State industrial insurance act, Title 51 RGW, 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, cornpensation or benefits payable to or by any third party unaer workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutua�ly negotiated this waiver. 5.3 Citv indemnification. The City agrees to release, indemnify, defend and h�ld the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes o� 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, errars,.or omissions of the City. 5.4 Survival. The pr�visions of this Section shall survive the expiratzon or termination of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICF,S AUREEMEN�' - 2- 1/2010 ,. .s. ; � ;r ; r+� +ww s CITY HRL�� 33325 sth ,�veF 3cEe Sa;,€th 4€'fl Bnx 971 � ���"�#� �2der3! V`da5� V�JA 98{}E3-9�1$ (253j 835-7C�C}G' aw�sv r a#y�;fft��r<hvY�y cr�rrf 6, INSURANCE. The Contractor agrees t� carry�insu� for liability which may arise from or in connection with the performance of the services or work by the Contractor, t}�eir agents, representatives; employees or subcontracturs, as pr�vided in Exhibit "C" , attached hereto and incorporated by this reference, far the duration of the Agreement and thereaiter with respect to any event occurring prior to such expiration or termination: The pravisions 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 a�y �ublicxecards 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 ar modified by Contractor while performing the Work shall belong to the City upon delivery. 'I'he 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 ofContractor shall be delivered to the City. � 9. $OOKS AND RECORDS. The Contractor agrees to ma,intain 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 pr�ctices as may be deemed necessary by the City to assure proper :accounting of all funds paid pursuant =1� ,„� to this Agreement. :„These recards shall be subject, at al] 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. y� � . � � � ' ,' . " . � . � � � � �. ��,� 1Q. INDEPEI�ENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor �,� �; and that the Con�rdctor has the abiliTy to control and direct the performance and details of its work, the Ciry being � a•`� int�resied only i�.�the resu�ts 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 or other tax which ,;: may, ari�e as an incident of employment. Contractor shall talce all necessary precautions and shall be responsible f'or the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. 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 vvith the work. The Contractor shall pay all income and other taxes due 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 rnay 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 Iosses the �ity may sustain through the Contractor's failure to do so. 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, ar evaluating the Contractor's performance. 12. EOUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made passible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any ler�Ul, 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 disal�iltty, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification ir� relationship to hiring and employment. This requirement shall apply, but not be limited PROFESSIONAL SERVICES AGREEMENT - 3- 1/2010 . •: w. r rv� � �� ' #�' GfTY HRLL �� 33325 8#h ,Aver��e South • F'O Bax 9798 �e�leral Y�fa}�. �lR 984}53-9718 {25a1 $35-7QS?Q avw� sv crtyr�ffe�ier�rta�� y. cc�m to the following: employment, advertising., layoff or terminatier_, rates of pay or other forms of compensahon, and seleciion for training, including apprenticeship. Contractor shail com}�ly with and shall not violate any of the terms of� Chapter 49.60 RCW, Title VI of the Civil Rights Act,c�f 1�6A�,,th�r:�lmericans With Disabilities Act, Section 504 of the Rehabilitation. Act of 1973, 49 CFR Part 21 21.5 and 26, cr 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 Elchibits, 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 far convenience of reference only and shall not be deemed to modify a.r 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 iransfer 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 �ts consent to any assignment, the terms of this Agreement shall continue in full forc;� and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shali inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns; T'his Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other persoii or errtity shall have any right of action �r intere�� in this f�greement based on any provision set forth herein. 13.3 Compliance with Laws. fhe Contractor shall comply with and perform the Services in accardance with = all applicable federal, state, local, and city 'laws including, without limitation, all City codes, ordinances, resolutions, regulatiorrs, rules; standards and policies, as now exisring 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 Agreemenf, this Agreement may be rendered null and void, at the City's option. i 3.4 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 ta 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, ta 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 Ageement, 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 ar 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 aispute, 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 tne parties agree in writing to an alternative process. If the King County Supenor 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 pers�nal jurisdiction of the state and federal courts in King Cour�ty, Washington and waives any objection that such P:t20FESSIONAL SERVICES AGREEMENT - 4- 1/2010 �OTi� Z11F Cai�T�' HA�L � 33325 8th Aver�ue South � PO �c?x 9;' 7 u wetiera! V1lr�y, WA 9$063-9?18 4253} $35-7t3Qfl mt #v:a afy�at€��ci�r�hn�y° c.om courts are an inconvenient forum. If either Party brings any elaim E>r la�,� suit arising from this Agreemenl, each Party shall pa� all its legal costs and attorney's fees and expenses incurred in deferiding or bringing such claim or lawsuit including all appeals, in addition to any other recovery or award provided by law; provided, however, hc�wever nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Anreement. 13.5 Execurion. 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 sha11 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 instru�nent comprised of all pages of this Agreement and a complete set of all signature and acknowle�grnent 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] �ROFESSIONAL SERVICES AGREEMENT - 5 - 1/2010 •> :. � .� . s ,�r . EXHIBIT "A" SERVICES 1 2. The Contractor shall do or provide the following: CIT HALL 33325 $th �vene�e South • PO 8ox 971 d �ed�c�l xlVay, l�dA �8�3-971 ° (<�3� 835-7s?{lD � avwiv c:itvc?fh deral�r;� c[�m a. Assign one qualified official to each game submitted to Contractor by the City. b. Notify the City at least three (3) hours prior to game time, if no official will be provided. If the City is not notified, Contractor will reimburse the City the game fee. The City agrees to the following: a. b. c. d. e. Furnish the Contractor with two (2) copies of the original schedule at least ten (10) working days prior to the start of league play. Furnish the contractor with two (2) copies of the Pre andlor Post Season Jamboree, playoff schedule, or other tournament type game schedule at least ten (10) working days prior to the scheduled event. Notify the Contractor of cancellations at least twenty four (24) hours prior to game time. The game fee will be assessed when not notified except in case of rain or inclement weather. Notify the Contractor of rescheduled games by mail and phone call three (3) days prior to rescheduled games, understanding that reschedules will be accommodated on a first come, first served basis in direct relationship to availability of officials. Delegate one (1) representative from the City to coordinate all scheduled games. Furnish the Contractor with the delegated representative's name, address and phone number. 3. The City agrees to pay the following fees for services: a. A$40.00 per team assigning and billing fee. This fee is charged for each season of play (i.e. winter, spring and fall). • b. A per game official fee of: $50.00 for each center official PROFESSIONAL SERVICES AGREEMENT - 7- 1l2010 ,�. ; ,� �� „ vr �, -+r�! +r�, C!T`r' FtALI. 33325 8th Avencte Scsuttc Pta Box 9%1 � =edet'�f Way, �etd'A 98t35� 9°`8 t�53) 83�-7(?�3Q w�w c:rty�rf.�d�rala��a,� ce�r�r EXgI1BIT "�" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty Thousand and NO/100 Dollars ($30,000.00) per year for a total amount not to exceed Ninety Thousand and NO/100 Dollars ($90,000.00}. PROFESSIONAL SERVICES AGREEMENT - 8- 1/2010 !� ,w .�. �.� w �: �rr :�. alr cir�r t����. 33325 Sth Avenue �c�ut;� « FC} �cr. 9718 F2i�e�l Way, YVr'� 9845:�-971 � (2�31 835-7(7{}D &Yim�4�s' C.ityr3fk d�ifl}t�rzaY r�'m 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 per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 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 equiry. 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 sha11 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. PROFESSIONAL SERVICES AGREEMENT - 9- 1/2010 v AK, ;.� aM{: '�. ,. .,: a - rr ATTF,ST: Iti WITNESS, the Parties execute this A�eement be�ow, ei�u�:;tive the last date written below CITY OF FEDERAL WAY � �� Brian Wilson, City Manager�Police Chief DATE: 3 �Z`� � �� City Clerk, Carol McNe lly, CMC APPROVED AS TO FORM: `� � City Attor �, Patricia A Richardson GITY HALL a��� ��'1 a�V�S1U.° 3f}&1�T� ° �{�'J �' sk. � � �) �'.'� �£'LiE'ra� t�V3�i, L�tA 9�t35.�.'�1 ? d t?�:3} 8�5-74Q0 ss�vav cttyaf�derah�y com. SOtJTH KING COUNTY SOCCER REFEREE ASSOCIATION By: � Printed Name: �� �✓�VVI.t/ _ �----- Title: 1 r���r� DATE: 1�+►GNG�I L�, � I O STATE OF WASHINGTON ) ) ss. COUNTY OF _��_) On this day personally appeared before me ath Chromy, to me known to be the Treasurer of South King County Soccer Referee Association 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 as authorized to execute said instrument and that the seal affixed, if any, is the corparate seal of said corporation. GNEN my hand and official seal this � day of Notiry PubNc Sbb of MhsAin�Ort IaN1E NJA K f�180l1 Mll 1�1Ni�le�M ExpMK An0 31. 2019 otary's signature otary's printed name ��_ , 20 �U � , � � blic in and for the Sta�,e o1 My commission expires P�Zl7FESSIONAL SERVICES AUREEMENT - 6- 1!2010 ._..�....�....�., w ��itlu9 p���r�N wi�ruAxtW ta st�12 YlOE.l�N 71 Ai.4il•�YfYIA E f�S , t t puA Eauqx3 linnah+ioQqA rM License Detail � License Information: Entity Name: Firm Name: License Type: Entity_Type: UBI: Status Location Address: 11445 163RD AVE SE RENTON, WA, 98059-6141 Govern in_g__Peop.l.e.: DONNIE ROBERTS KATHY CHROMY LINDA RIMMER MANUEL SOLEDAD ROBBIE SCHUCK SOUTH KING COUNTY SOCCER REFEREES ASSOCIATION SOUTH KING COUNTY SOCCER REFEREES ASSOICATION Washington State Business Nonprofit Corporation 601631506 Business ID:001 Location ID:0001 To check the status of this company, go to Secretarv of State_. Mailing Address: 11445 163RD AVE SE RENTON, WA, 98059-6141 Information Current as of 03/43/2010 4:46AM Pacific Time Page 1 of 1 This site is limited to searching for business and professionat licenses issued by the Department of Licensing or through the Master License Service. You may wish to click on OTHER LICENSES to check for information on licenses issued by other agencies. Department of_Licensing Home Privacy Po.l..icy Other Licenses Contact_Us Use of lists of individuals provided on this site for commercial purposes is prohibited under Chapter 42.56 of the Revised Code of Washington. https://fortress.wa.govldol/dolprod/bpdLicenseQuery/1qsLicenseDetail.aspx?SessID=3581 &... 3/3/2010 �- - s � • CERTIFICATE OF INSURANCE 09/01/2009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE American Specialty Insurance & Risk Services, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR 142 NoRh Main Street ALTER THE COVERAGE AFFORDED BY THE POLICY BELOW. Roanoke, Indiana 46783 INSURED INSURERS AFFORDING COVERAGE United States Soccer Federation, Inc. INS. A: AXIS Insurance Company 1801-1811 South Prairie Avenue �NS. 6: Chicago, IL 60616 INS. C: CERT NUMBER: 1000820766 ���1�� �:T_�� �� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE.FOR THE POLICY PERIOD INDICATED, NOT WITHSTANDING 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 CONDITION OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS POUCY POLICY POLICY LTR TYPE POUCY NUMBER EFFECTIVE EXPIRATION LIMITS Generai A re ate 2,000,000 GL AXGL02100Q30-09 09/01l2009 09l01/2010 Products-Com leted O erations A re ate 2,000,000 A Personal and Advertisin In'u 1,000,000 � 42:01 a.m. 12:01 a.m.` Each Occurrence 1,000 000 Dama e to Pr ises R n t You An ne Pr is 300 000 Medical Ex ense Limit An One Person Excluded ` DESCRiPfi10N OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED 6Y ENDORSEMENT/SPECIAL PROVISIONS `: - Includes liability coverage for damage to sports equipment in the care, custody, end control of the insured $5,000 limit with a$500 deductiWe: Coverage applies to US Soccer Federetion (USSF) member referees who have been certfiied by USSF, but only while ac8ng in their capacity as soccer referees during USSF sanctioned camps or clinics and during matches between USSF affiliated teams and leagues. ' This includes USSF soccer referees acting in the capacity of State Referee Administretor, State Director of Assessment, State Assignment Coord'metor, State Director of Referee Instruction, Chairman of the State Referee Committee and State Youth Referee Administrator, assistant referee 4th official, assessor, instrudor or assignor. �y�►�����yG���iL�1����►� GANGELLA I IVN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, TME ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFtCATE HOLDER, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR IIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVE3.