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AG 11-16311 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 1 W C_C_ 2. ORIGINATING STAFF PERSON:p l ��Y li IXC, I4e,NEXT: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT D REAL ESTATE DOCUMENT D ORDINANCE 'ONTRACT AMENDMENT (AG#): I,U -((p3 OTHER / 5. PROJECT NAME: \((1.41 1 1.41 C � �I(V lCE5 6. NAME OF CONTRACTOR: NOP -1/ Aw'v c ji A V t* e9, LIZ Cita- <<.i Z Love So cc e,v' ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: Mokotyyt Afrwte._ TITLE M, 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL l 7. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES ❑ COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Lyon 9. TOTAL COMPENSATION $ ((3 %I (IF CALCULATED ON HOURLY LABOR CHARGE - REIMBURSABLE EXPENSE: ❑ YES 0 NO IF Y IS SALES TAX OWED 0 YES 0 NO IF Y RETAINAGE: RETAINAGE AMOUNT: C r COMPLETION DATE: \ Yecwodec is -to bYtAg FO bu 4o o. peeti.he) V9 I (INCLUD EXPENSES AND SALES TAX, IF ANY) ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ES, MAXIMUM DOLLAR AMOUNT: $ ES, $ PAID BY: 0 CONTRACTOR 0 CITY 0 RETAINAGE AGREEMENT (SEE CONTRACT) OR D RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW %PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW t11 -1(2c0 l5.%{ 1(0 INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ktr 11-1 I 11 Zo 17ec 2017 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW poSSNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK O ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED Z2�...��ii AG# II —1(p3 J.) DATE SENT: CITY OF .�' Federal Way AMENDMENT NO. 4 TO RECREATION AGREEMENT FOR YOUTH SOCCER SERVICES CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 w wig aryofederaIwOv Cern This Amendment ("Amendment No. 4") is made between the City of Federal Way, a Washington municipal corporation ("City"), and North American Youth Activities LLC DBA Kidz Love Soccer, a California limited liability company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Youth Soccer Services ("Agreement") dated effective August 18, 2011, as amended by Amendment No(s). 1, 2, and 3 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, 2017 ("Amended Term"). 2. 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 ofp aYm ent, as delineated in Exhibit B-4, attached hereto and incorporated by this reference. The Contractor h agrees that anyhourlyor flat rate charged byit for its services contracted for herein shall remain locked at the �' g negotiated rate(s) for the Amended 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. 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, are 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 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 atnvw cttvoffederzmhvzjv Com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF F ' RAL WAY: By: Ji DATE: , Mayor r p -g7//1 ATTEST: S hanfe Courtney, C City Clerk APPROVED ASS TO FORM: J. Ryan Call, City Attorney NORTH AMFICAN 0 .. H ACTIVITIF LC DBA KIDZ OVE SOCCER: AO By:�7�_�-�� Mal elm Guthrie, nal ' : Parti Date: STATE OF WASHINGTON ) ) ss. COUNTY OF ) 1/17/17 Or On this day personally appeared before me Malcolm Guthrie, to me known to be the Managing Partner of North American Youth Activities LLC,D$A Kidz Love Soccer that executed the foregoing instrument, and acknowledged the said instrument to be theree and voluntary act and deed of said limi d liability company, for the uses and purposes therein mentioned,/and on oath stated that he/she was authorized to ecute said instrument. GIVEN my hand aid official seal this day of , 20 . Not y's signature Anotary public or other officer completing this certificate verifies cryit 0 1nnted name individual who signed the document to which this certificate is attedib t truthfulness, accuracy, orvalidity of that document. Notary Public in an for the State of Washington. Slate CalLrei County of r h )Ss. On ( (7 n „�„u , tk+aryPuac. My commission e . fres pe fly 1�U lYi uti.l'i +� who proved to me on the basis of satis actory evidence 10 be the person(s) v.ncse name(s) is/are subscribed to the within Instrument and acknowledged to me roar he/she/they executed the same in his/her/their authorized capacity(ies), and that by hislherttheu signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL' ,-)r PERJURY under the laws of the State of California that the foregoing paragraph r•, i • endeanect. WITNESSmyhatldandoffiCialseal. AMENDMENT 2 ANNA RUTH HEMMERICH Notary Public - California Marin County Commission a 2208325 My Comm. Expires Aug 1, 2021 3/2017 CITY OF "�.., Federal Way EXHIBIT B-4 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253)835-7000 crtwoffPd�raili )l corn 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Twenty -Five Thousand and NO/100 Dollars ($25,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Thirteen Thousand Nine Hundred Ninety -Nine and 99/100 Dollars ($113,999.99). 2. Method of Compensation: Contractor will be paid calculated on the basis of 75% of each participant's registration fee (member rate), that is paid and not refunded. AMENDMENT - 3 - 3/2017 RETURN TO: David Clemons EXT: 6949 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PARKS 2. ORIGINATING STAFF PERSON: DAVID CLEMONS EXT: 6949 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) O ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE CONTRACT AMENDMENT (AG #): (( - 1 t� 3 ❑ OTHER SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 5. PROJECT NAME: ou t CoC_er Sery cc 5 6. NAME OF CONTRACTOR: ADDRESS: E -MAIL: SIGNATURE NAME: Ncrtln Aw.rri cav, io0,41 Ac1�v1V ∎es - DRA - ' z LO•ve jn<_er TELEPHONE: FAX: TITLE: 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 CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / / 8. TERM: COMMENCEMENT DATE: 9. TOTAL COMPENSATION: $ COMPLETION DATE: t '2.- 3 t 11-1 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES • EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER ❑ SUPERVISOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) ttt- tzoo 35t- 5'15 51- L PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE ' EVIEWED In INITIAL / DATE APPROVED Ue COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: NI Z`1 IIL ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED ❑ LAW DEPT VSIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COUNCIL APPROVAL DATE: IL ve 64"' i/WK,7 AG# i� -j 1p e- DATE SENT: 2 -2 / 3- COMMENTS: 146.01, 4 Aet.t.N GOutAALA— A op IZiw�ji4 SlA,nw�oY�1 Nat k;6 � .as nrvGYh:v+q 1`566 Iv(tt. (IL ^ S- 'vtA ;In coy p,v{fu,t-; Z. _t� v�..�.t..)Te J 9 � DATE RECD: I2-120 `Fs 11/9 CITY OF Federal Way AMENDMENT NO. 3 TO RECREATION AGREEMENT FOR YOUTH SOCCER SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 S NYW r_ityoff deralway cum This Amendment ( "Amendment No. 3 ") is made between the City of Federal Way, a Washington municipal corporation ("City"), and North American Youth Activities, LLC., DBA Kidz Love Soccer, a California Limited Liability Company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for youth soccer services ( "Agreement ") dated effective August 18, 2011, as amended by Amendment No, 1 and Amendment No, 2, 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 August 31, 2017 ("Amended Tenn "). 2. 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 -3, 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 for the Amended Tern. 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. 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, are 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. AMENDMENT [Signature page follows] - 1 - 1/2015 CITY OF .�. Federal Way CITY HALL 33325 8th Avenue South Pectoral Way, WA 08003 =632! (253) 836.7000 www cltyn/loderalwry writ IN WITNESS, the Parties execute this Agreement below, effective the last date written below, CITY OF FEDERAL WAY: By: Jim 1 Mayor DATE: / g ATTEST: h nie Courtney, CMC, C APPROVED AS TO FORM: City Attorney, Ave S . Vi vn CAA NORTH AMERICAN YOUTH ACTI i IES, LLC., DBA KIDZ LOVE SOCCER: By: Malc DATE: G thrie, ove f A notary public or other officer completing Ole certificate verifies only the identity al the I Individual who signed the document to which NI cerYrceie is attached, and not the truthfulness, accuracy, or validity of theldocument, State of County of Per on �• 1L,toeaemk perso ly peered w� who proved to me on the be s of Ballet tory evidence to be a persons) whose names) ',Jere subscribed to the within instrument and acknowledged to me that helshe /they executed the same in hisfterltheir author zed eepaciry!ies), and that by his/her /their signature(s) on the instrument the dements), or the entity upon behvil of which the person(s) acted, executed the Instrument I co ly under PENALTY CF PERJURY under the laws of the State of California that th to going paragraph is true and correct. WITNESS my hand and official seal. STATE OF WASHINGTON) N:, ri�Rpotr )14_157'T Commission ,F 2104552 ' <r, I!otllry Public - California COUNTY OF ) �,% h,Frin Count r ^�r Comm, Expires Apr 20, 2019 .:.... �- ate....,. On this day personally appeared before me Malcolm Guthrie, to me known to be the governor of North American Youth Activities, LLC., DBA Kidz Love Soccer, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument, GIVEN my hand and official seal this day of , 20_• AMENDMENT Notary's signature Notary's printed name Notary Public in and for the State of Washington, My commission expires - 2 - 1/2015 CITY OF .'�. Federal Way EXHIBIT B -3 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253 ) 835-7000 W4W i ityoft d� ra /iv[iyCOM 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional atnount not to exceed Nineteen Thousand and NO /100 Dollars ($19,000.00), calculated on the basis of 75% of each participant's registration fee (member rate), that is paid and not refunded. The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Eight -Eight Thousand Nine Hundred Ninety -Nine and 99/100 Dollars ($88,999,99). AMENDMENT - 3 - 1/2015 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PRCS/ 2. ORIGINATING STAFF PERSON: Lt\i W C lr%YV∎o h S EXT: 64A ZZ 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION x CONTRACT AMENDMENT(AG#): - (( 3 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: 5r.1 i QV" $, y- ' i 6. NAME OF CONTRACTOR: itl C r•-tn Avv1F_r i C:o-V1 yn;;Fin `Jc r: i v t•1 e 5 ��A IL Z Love S n(..Le Y- ADDRESS: FO bX 3 3-1 C v V e 1\1 0.Aor-cA. CA L ci"16 TELEPHONE: E-MAIL: FAX: SIGNATURE NAME: (yvl V TITLE: 7. EXHIBITS AND ATTACHMENTS: SCOPE,WORK OR SERVICES X.COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# ,EXP. / / 8. TERM: COMMENCEMENT DATE: R / (Q / (( COMPLETION DATE: 11 ( 9. TOTAL COMPENSATION:$ 61 q4161 99 (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: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY ❑ PURCHASING: PLEASE CHARGE TO: /ZOO 35( - 5 51 4(0 10. DOCUUMNT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED 'PROJECT MANAGER VAS 3171.0IVc ❑ SUPERVISOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 7 LAW DEPT 7 L )3'2191I( 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING G ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 3 3( (( I 5 DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSES,EXHIIITS , . \;a S v C r r Sh. I vv) �o '// AWDEPT INITIAL/DATE biSIGNED Y'GSG'V.4 '-t I q/ (J 1GNATORY(MAYOR OR DIRECTOR) Aati, CITY CLERK rilr‘c- *ASSIGNED AG# AG• ISMy kSIGNED COPY RETURNED DATE SENT: 11P ❑RETURN ONE ORIGINAL COMMENTS: i Arl/\ .-y�6k w C--(Inr~. \ Swrit vi U/l A AH,t/V 64 1 S Oil(H 411M& -rAvevic . 0 1,4f-014.4- I'M tong -t)(W el ,.411, 12 ILo1 a . At,uk -k -G. ou) ei wt-r. 11/9 41416, CITY OF CITY HALL 33325 Federal Way eder 8th Avenue South � Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway com AMENDMENT NO. 2 TO RECREATION AGREEMENT FOR YOUTH SOCCER SERVICES This Amendment ("Amendment No. 2) is made between the City of Federal Way, a Washington municipal corporation ("City"), and North American Youth Activities, a California Limited Liability Company, DBA Kidz Love Soccer ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Youth Soccer Services ("Agreement") dated effective August 18, 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, 2016 ("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, are 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 - 1/2015 411kii, CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 988003 03 -6325 � � (253)835-7000 www crtyoffederalway corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By: eM i • , Olfilefilijlerk, Stephanie Coll y, CMC DATE: Yfr//5..." APPROVED AS TO FORM: n k`g+City Attorney, Amy Jo Pearsall NORTH AMERICAN _.X- TH • CTIV TIES, I , IDZ LOVE SOCCER —I By: ∎ i Printed Name: Yea I cd I yV' Gt, TK E_ Title: /2lc✓t 45 is"" 14/1c/11 Le e-- DATE: 17// /& / j STATE OF N ) ) ss. COUNTY OF /Y/Ji '//S/ ) On this day personally appeared before me AsoRe 149 440e/x- , to me known to be the ,/,r/,,toim' Ayt e of ' //02 Lp "per6Z► that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated th.0'.he was authorized to execute said instrument. GIVEN my hand and official seal this/l ' day of /vi�.e%/ , 20/( Notary's signature iiG�� d% Notary's printed name ,,/i2 ./:FA c, ' e al Notary Public in and for the State of Veashington.h ' .._Fi;, irc'mA D sAL 1iN My commission expires D7 ,e,424-* ''`.,;,,,. ,� Commission # 1941002 a--at-: . Notary Public -California z •r.c_. D z ''"'` Maim County JMy Comm.Expires Jul 12,2015 r AMENDMENT -2 - 1/2015 CITY OF " ... Federal Way BUSINESS REGISTRATION License Number 20-10-100042-00-BL Non-Resident Business Registered: KIDZ LOVE SOCCER 500 TAMAL PLAZA SUITE504 CORTE MADERA, CA 94925 Expires: 12/31/2015 Category: 7900 -Recreational Services Conditions: This license is non-transferable. Please notify the City Clerk's office of any change in your business such as a new location or business name. ociEl?��ttli�rrri/ '• az„,,The SE AL .-'��� Jy �, N`` City Clerk,City of Federal Way '/,g3HING o` �rriri ttt% This certifies that the above entity has been issued the registration or license listed. City ofygderal Way Licensing FEDERALWAY WA 98003. MALCOLM GUTHRIE PO BOX 337 CORTE MADERA CA 94976 DATE(MMIDYYYY) ACORO® D/CERTIFICATE OF LIABILITY INSURANCE 11/3/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Casey Kolb Van Beurden Ins. Serv, Inc. - Woodland FAX PO Box 2053 IA/C.No.Ext): (530) 661-0666 (A/C.No):(530) 661-9032 E-MAIL ekolbl8vanbeurden.corn Woodland CA 95776-2053 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Nationwide Mutual Ins Co 23787 INSURED (408) 252-1894 INSURER B:Colony Ins Company 39993 North American Youth Activities LLC DBA Kidz Love Soccer INSURER C: P.O Box 337 INSURERD: Corte Madera CA 94976 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 20029 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE JJ/D SWVD POLICY NUMBER (MM/DD//YYYY) (MM/DDIYYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO CLAIMS-MADE X OCCUR MP3991689 10/31/2014 10/31/2015 PREMISES(Ea RENTED $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADVINJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A X ANY AUTO ACP3016389370 10/30/2014 10/30/2015 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB — OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ _ DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY STATUTE OTH- ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Certificate Holder is named Additional Insured as respects General Liability per attached form # U156-0310 only when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 876 S. 333rd Street AUTHORIZED REPRESENTATIVE Federal Way WA 98003 `•+iLk7 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organization(s) (Additional Insured): Location(s)of Covered Operations: All persons or organizations as required by written Insured's Job/Work Location(s) contract with the insured It is further agreed that this insurance shall be primary and non-contributory but only in the event of a named insured's sole negligence. A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. the B. With respect to the insurance afforded to these additional insureds, th following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "Bodily injury"or"property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization. U156-0310 Includes copyrighted material of ISO Properties, Inc. Page 1 of 1 p 9 with its permission. Business Licensing Service:License Query Search Page 1 of 1 • ;'n`act us • forrs • Abut • Htsue ................. } : . •• :.;lgr pci t i r • How to renew f Search Business Licenses License Information: Entity Name: NORTH AMERICAN YOUTH ACTIVITIES,LLC Business Name: KIDZ LOVE SOCCER License Type: Washington State Business ntty.,,Ty'_pe;_ Limited Liability Company UBI: 602975724 Business ID:001 Location ID:0001 Status To check the status of this company,go to Secretary of State and Department o Location Address; Mailing Address: 500 TAMAL P17 STE 504 PO BOX 337 CORTE MADERA,CA,5.4925-1184 C.ORTE MADERA,CA,94976-0337 Status Expires First Issued Licenses Held at this location Minor Work.Perrot 'C:ti, 01/31/2016 04/23/2012 Newcastle General Bu ii ,?. ii,_ 01/31/2016 04/26/2013 Universia Place_..Gerle al 6usmess !:i,. 01/31/2016 04/24/2012 Govern/ Peooi _ MALCOLM C UTHERI' Information Current as of 03/30/2015 6:45AM Pacific Time New Search This site is limited to searching for business licenses issued through the Washington State Business Licensing Service. • c ontoct us • forms.° • About us 72011 Washington State Department of Revenue and its licensors.All rights reserved. http://bls.dor.wa.gov/LicenseSearch/lgsLicenseDetail.aspx?RefID=795200 3/30/2015 I I RETURN TO: G.r y .3 EXT: 4-1 Z CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ?(° S 2. ORIGINATING STAFF PERSON: k►/IJ tae, S ( Y\ EXT: (q 32_ 3. DATE REQ.BY: I 1 Pet //2- 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT(AG#): 1 1- 11,03 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: y6�-11,v S o G C Sert 1 e.0n 6. NAME OF CONTRACTOR: V.t t2- L i' S OCCalr' / Iua C o(rvi ESs.d 61A2-f-Ct,rl ADDRESS: . • - g r 1r- ._ .- Z TELEPHONE LI OS-- 7'I V-ygpa-S E-MAIL: niia.[Go I rvt. r;e.. eJ 4i l oVY SOCGe'= tng FAX:,88-_39/_ c/!'f SIGNATURE NAME: 1V( 1,1..1 ES SG bvt4,5vt_fi Gu r/Q TITLE p w 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES jieCOMPENSATION XINSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: if- I 2_ COMPLETION DATE: I" I - I S 9. TOTAL COMPENSATION$ &/, q q q- ?? (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES 7WO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES A,NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY ❑ PURCHASING: PLEASE CHARGE TO: I\ 2-W-351 - i S-5,I 4 I D 10. DOCUMENT/CONTRACT REVIEW INITIAL/D E REVIEWED INITIAL/DATE APPROVED ig PROJECT MANAGER II (o /a i it WI/ Re DIRECTOR I I g/t t /,d -0 RISK MANAGEMENT (IF APPLICABLE) LAW )609 11.1.1 Z. set Lx.L ow 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ,, �j ',$1 SENT TO VENDOR/CONTRACTOR DATE SENT: II 1211) �� DATE REC'D: 1l"Z4 t Y2 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INIT /DATE SIGNED LAW DEPARTMENT �A _• Z• .w SIGNATORY(CM OR DIRECTOR) 'CITY CLERK 1I 2.- ❑ ASSIGNED AG# AG# - • SIGNED COPY RETURNED DATE SENT: I'2-1lJ I Z COMMENTS: I IASV .vt01. V. a of ,)t . tutt ttcl, Soece tr -}e wake svle -fir (ka2 .1...� A. kA / .ff 4 ►._ - l y \ I ..a :. ,i . .a �' i 14 11/9 tA, s II who are, C611 bbal w'W1 ? W ODn'+ - havt 91s~a (fir do - '16_1 cl t N.IA. o■A,9t-- Ac.+, ,�,�5 L CITY OF CITY HALL ,,: - Federal Way F W 33325 8th Avenue South Federal Way.WA 98003-6325 (253)835-7000 wwnv atvollederahvoy com AMENDMENT NO. 1 TO RECREATION AGREEMENT FOR YOUTH SOCCER SERVICES This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"),and North American Youth Activities,a California Limited Liability Company,dba Kidz Love Soccer("Contractor"). The City and Contractor (together"Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Youth Soccer Services ("Agreement") dated effective August 18,2011. 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 January 1,2015("Amended Term"). 2. 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 Two Year 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. 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] AMENDMENT - 1 - 1!2010 CITY OF CITY HALL South 33325,,.'';� Federal Way Feder 8th Avenue 8003 Federal Way,WA 98003-6325 (253)835-7000 www cityofederalwaycorn EXHIBIT B-1 ADDITIONAL COMPENSATION • 1. Total Compensation: In return for the Additional Services,the City shall pay the Contractor an additional amount not to exceed Fifty Thousand and 00/100 Dollars($50,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Sixty-nine thousand nine hundred ninety-nine and 99/100 Dollars($69,999.99). 2. Method of Compensation: 75%of all revenue earned by the contractor at the lower member rate will be paid upon receipt of invoice and within 30 days of the final class for that session. 25%of revenue earned by the contractor stays with the Federal Way Community Center,plus the additional revenue for non-member participation. AMENDMENT -3 - 1/2010 CIT OF CITY HALL ► 1r Federal Way 33325 8th Avenue So �/ y Federal Way.WA 9$00u3 6325 (253)835-7000 wives afyoffederalwaycorn IN WITNESS,the Parties execute this Agreement below,effective the last date written below. CITY OF FEDERAL WAY ATTEST: B : I `' .' 1. ' ' ./ Y Skip Priest,M yor City Clerk,Carol McNei y,CMC DATE: I 2--I "1 ,..— AP' 'OVED AS • FORM: ;,rte City Att V'_■,Patricia A Richardson NORTH AMERICAN YOUTH ACTI 00.1S -� State of Califomi County of 17'T7� �'�`� ss. .�� 0.414td On )2/0 67Z f2_beforeme By. / �� .4 Notary Public,personally appeared in 4 i c71 ,/f, who proved to me on the basis of satisfactory evidence to be the Printed Name: Q I ea A lr' person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)or the Title: Ina rt4q i j1 , instrument the person(s),or the entity upon behalf of which the person(s) ✓ acted,executed the instrument.I certify under PENALTY OF PERJURY /' under the laws of the State of California that the foregoing paragraph is DATE: ta/ W f� true and correct. WITNESS my hand and official seal. - .. R. C.SINGH %. Commission# 1953520 Z!1....?��' Notary Public-California z STATE OF CALIFORNIA: z •,-,' , Santa Clara County . I_ ___ _ My Comm.Expires Oct 21,2015 )ss. COUNTY OF ) On this day personally appeared before me , to me known to be the 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 day of ,20 . Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires AMENDMENT -2- 1/2010 � �' ° CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 11/13/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Van Beurden Ins. Serv, Inc. - Woodland NAME: Casey Kolb PO Box 2053 (A/C,No. (530) 661-0666 FAX PO (530) 661-9032 E-MAIL Woodland CA 95776-2053 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC M INSURERA:COlony Ins Company 39993 INSURED (408) 252-1894 INSURERS: North American Youth Activities LLC DBA Kidz Love Soccer INSURERC: P.O Box 337 INSURERD: Corte Wadera CA 94976 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 14172 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W M/ LIMITS LTR INSR VD POLICY NUMBER (MDD/YYYY) (MMIDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED A X COMMERCIAL GENERAL LIABILITY MP3991165 10/31/2012 10/31/2013 PREMISES(Ea occurrence) $ 100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) _ $ 5,000 PERSONAL&ADVINJURY $ 2,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 3,000,000 n POLICY n JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS $ - (Per accident) AUTOS ED UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE I I N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,H more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 876 S. 333rd Street AUTHORIZED REPRESENTATIVE UT Federal Way WA 98003 k+} ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Page 5 of 13 Corporations: Registration Detail Page 1 of 2 Contact Us Connect: A SEARCH Corporations and Charities Division Corporations Home Nonprofit Home Charities Home Awards Public Notices Contact Info Corporation Detail Neither the State of Washington nor any agency,officer,or employee of the State of Washington warrants the accuracy,reliability, or timeliness of any information in the Public Access System and shall not be liable for any losses caused by such reliance on the accuracy,reliability,or timeliness of such information.While every effort is made to ensure the accuracy of this information, portions may be incorrect or not current.Any person or entity who relies on information obtained from the System does so at his or her own risk. All documents filed with the Corporations Division are considered public record. NORTH AMERICAN YOUTH ACTIVITIES,LLC UBI Number 602975724 Category LLC Active/Inactive Active State Of Incorporation CA WA Filing Date 01/24/2012 Expiration Date 01/31/2013 Inactive Date Duration Perpetual Registered Agent Information Agent Name WASHINGTON REGISTERED AGENT LLC Address 170 S LINCOLN STE 100 City SPOKANE State WA ZIP 99201 Special Address Information Address City State Zip Governing Persons Title Name Address 10 Birch Ave Manager,Member GUTHERIE,MALCOLM CORTE MADERA,CA 94925 10 Birch Ave Member GUTHERIE,MALCOLM CORTE MADERA,CA 94925 Purchase Documents for this Corporation «Return to Search List http://www.sos.wa.gov/corps/search_detail.aspx?ubi=602975724 11/8/2012 RETURN TO: EXT: ���}�? CITY OF FEDERAL �VAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: , 2. ORIGINATING STAFF PERSON: �� i'y� �;>�e. � EXT: � Z- _ 3. DATE REQ. BY: (�S I I 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 �LnrED �ocu�NTS> ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL O OTHER 5. PROJECT NAME: 6. NAME OF CONTRACTOR: ADDRESS: �Z� � � E-MAIL:� ��. 5� SIGNATURE NAME: E' S UGC ��'°' . t c�^-� � ° 777 ' 7`i° �� - � _�r�a FAX: � �S �-3��- TITLE �pi�/aAP_t �br 7. EXHIBITS AND ATTACHMENTS:�1 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: �} � l S� i t COMPLETION DATE: � I I I I� 9. TOTAL COMPENSATION $ �� ��( R.��� (rrrcLUDE ExrErrsES arrD sAt,ES T.�, IF aNY) (IF CALCULATED ON HOURL LY BOR CHARGE - TTACH SCHEDULES UF''EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0�s �nro tF YES, M.�citviulvt DoLL.�tz �outv7: $ IS SALES TAX OWED ❑ YES � NO IF YES, $ PAID BY: O CON7'RACTOR � CITY � PURCHASING: PLEASE CHARGE TO: " � ( l - � �--G U -- 3S I - � 7 S s � ` '-� � �' 10. DOCUMENT/CONTRACT REVIEW PROJECT MANAGER �,� DIRECTOR �3-� �1AI�:A�EM�NT APPLICABLE� �I i �J� LAW 11. COUNCIL APPROVAL (IF �PLIC�sLE) INITIAL / DATE REVIEWED -2`� � l /�f �w D�r. t� � `Z _ t�l - l t �-�-. �w , J �"4�w�G�,:,'Vti' COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED ��� COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING j � SENT TO V ENDOR/CONTRACTOR DATE SENT: 7 �� DATE REC'D: �' ��' �'' �`� r l � f' , ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LI ENSES, EXHIBITS '((,i'�I(� LAWDEPARTMENT r __� h�� � � �� f� SIGNATORY (�.ox I�cTO� ,- a 3 � CITY CLERK � t�i( ASSIGNED AG# � SIGNED COPY RETURNED - t �o - t� � ��.��i�� �� / ; w CI'1'Y t)F �\\\\\\\\\\�������"��': ��rs � �.r ��' CITY HA�� ��� 33325 8th Rvenue South Federai Way, VVA 98003-6325 (253j 855-700t] s•vwGV: crPyoffe.der�hv�y eam RECREATION AGREEMENT FOR YOUTH SOCCER SERVICES This Recreations Class Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and North American Youth Activities, a California Limited Liability Company, dba Kidz Love Soccer ("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: KIDZ LOVE SOCCER: Malcolm Esselmont Guthrie 580 E Weddell Dr, Suite 2 Sunnyvale, CA 94089 408-774-4625 (telephone) 888-391-5114 (facsimile) Malcolm. �uthrie @kidzlovesoccer.com The Parties agree as follows: CITY OF FEDERAL WAY: Kimberly Shelton 876 S. 333`� St. Federal Way, WA 98003 (253) 835-6932 (telephone) (253) 835-6939 (facsimile) Kimberlv.shelton @ cityoffederalway.com 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 January 1, 2013 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Wark"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractar 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 warkmanship 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 sha11 be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend far 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. 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 RECREATION AGREEMENT - 1 - 4/2011 . "�` � "� • • CITY HALL 33325 8th �,venue South Federal YVay, WR 98003-B325 (253)835-?OQQ av�v4v cityo/feder��t�vay corn performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, ar materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work 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 payment for such wark until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maJCimum 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-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Pavment: 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. RECREATION AGREEMENT - 2 - 4/2011 CITY QF ,,��'�...- F+eder�l 5. INDEMNIFICATION. CITY HA�L ��� 33325 8th Avenus South Federa( Way, WA 98003-6326 (2�3)835-7000 �vw4v crtynff�der�hv�ay com 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, taaces, 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 Citv 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 ar connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractar, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and empioyer'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. RECREATION AGREEMENT - 3 - 4/2011 CITIl OF ������,,'�.�. F+eder�l ..,. �a GITY HALL ti w■�� 33325 8th Avenus Sout�r � y Federal Way, WA 98003-6326 (253)835-7QQ0 snvsv cityoffe.dar�hv�Y com 6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor sha11 furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the Ciry, 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, nar to pay any social security, income, or other talc 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 Safetv. 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 RECREATION AGREEMENT - 4 - 4/2011 CITY OF ,, ,���" „� F�ed�r�l CITY HALL ���� 33325 8th Avenus South Federal Way, tNA 98003-6325 (253) 835-7000 svwtv cityofte.der�ahvay com 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 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 EJChibits, 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 E�chibits 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 RECREATION AGREEMENT - 5 - 4/2011 CITY QF � \\\\\\\\\\\\��� �� � � �� I CITY HALL ���� 33325 8th Avenue Sauth Federal Way. WA 9$OQ3-6325 (253) 835-700� svwtv: cityoffedc�rt�hv�y cam 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. 133 Com�liance 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 farth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice ar 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 of resolving that dispute, difference, or daim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] RECREATION AGREEMENT - 6 - 4/2011 CI?Y C1F �\\\\\\\\\\\\\\\����� �� � �► ��.�!' CITY HALL ���� 33325 Sth Avenue Sautl� Federal Way, 1NA 98003-6325 �253)$35-7000 e•nvGV crtycr€te.der�hv�y� corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FED L WAY O ,�� Cary M. Roe, P.E., ' ector of Parks Public Works & Emergency Management DATE: � � � � � KIDZ LOVE : Managing Partner DATE: � � j � STATE OF CALIFORNIA ) ) ss. COUNTY OF ' � �'1 ) ATTEST: �� City Clerk, Carol Mc eilly, C APPROVED AS TO FORM: v �-�yc, City Att ey, Patricia A Richardson On this day personally appeared before me Malcolm Esselmont Guthrie, to me known to be the Managing Partner of North American Youth Activities, LLC, dba Kidz Love Soccer, 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 was authorized to execute said instrument and that the seal affixed, if any, is the corparate seal of said corporation. GIVEN my hand and official seal this �_ day of tt � , 20 il . t � Notary's signature �L� ��� ��� �('�(a/1v � rM,�,J�� Notary's printed name � Notary Public in and for the State of California. My commission expires RECREATION AGREEMENT - 7 - 4/2011 C�LI�C�3���� ���u��.:a': '��5� ;�� � °Q' rL�;��. °T State of California County ofi �1 '1 G� j �/l �Cl _�l t� ! t� . e L� �-�r— personally appeared �, gETZNER � � `' � Commission # 186315 Z , �' , 4 �' Notary Public - Galifornia D Q °��� o who proved to me on the basis ofi satisfactory evidence fo be the person�whose namel is/a� subscribed to the within instrument and acknowledged to me that he/sheftitey the same in his/her�+� capacity,�iesj; and that by his/h�r�°reTr signature(�)' on the instrument the persor� or fhe entity upon behalfi of which the person�cfed, executed the instrument. I cerrify under PENALTY OF PERJURY under the laws of the Sta�e of Caliiornia that the foregoing paragraph is true and correct. z c: ;;; .�• Marin Countg 2013 WITNESS my�an nd official seal. Z ires Au 29, � j My Comm. Exp Signatur : � Place Notary Seal and/or Stamp A6ove � ature of Notary Public ���I�dCY�6 Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ����ea��a�r� �fi �����h�d Title or Type of Document: ! Document Date: Signer{s) Other Than Named Above: �����s��Qi��) �l�aa��m1 Im� �i�r���(�) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual e ❑ Partner — � Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: �� Number of Pages: 1 Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual . ❑ Partner —❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: �2008 National Notary Association � 9350 De Soto Ave., P.O. Box 2402 =Chatsworth, CA 91313-2402<www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 CITY i3F �,�����'�;...... Federal CITY HAtL ��� 33325 Sfh Avenue South • PO Box 9798 Federal Way, WA 9&063-9718 {253}835-70Q0 �vcvGV cityoffesier�h�urry com EXHIBIT "A" SERVICES The Contractor shall do or provide the following: a. Instruction of soccer fundamentals to include rules, game play, strategy, drills, positions, fouls, etc. b. Services are geared toward children ages 2-12 c. All services are held in the Federal Way Community Center gymnasium with the exception of the week long summer camps, which will be held at a local park RECREATION AGREEMENT - 8 - 4/2011 CITY OF ,,���"�...r Federal 1tVay EXHIBIT "B" COMPENSATION GITY HALL 33325 8th Avenue Soutl� • PO Box 97i8 Federal Way, WA 98063-9718 {253) &35-700Q o-vtivw cityoffecleral�v�y com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed $19,999 and 99/100 Dollars ($19,999.99) 2. Method of Compensation: 75% of all revenue earned by the contractor at the lower member rate will be paid upon receipt of invoice and within 30 days of the final class for that session. 25% of revenue earned by the contractar stays with the Federal Way Community Center. RECREATION AGREEMENT - 9 - 4/2011 �""'� � oRD CERTIFICATE OF LIABILITY INSURANCE oP�o GK oare�MMroomnv� � 12�10�1� CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETINEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certiflcate holder In Ileu of such endorsement(s). PRODUCER NAME: PHONE $$C Insurance services , I11C . (NC, No, Ezt): (AfC, No): 5150 El Camino Real Bldg B#31 ADDRESS: Los Altos CA 94022 CUSTOMERI��k: KIDZL Phone:650-469-0400 �3X :650-469-0420 INSURER{S)AFFORDINGCOVERAGE NAICf INSURED INSURERA: Mar�Cel Insurance Company North American Youth INSURER 8: Activities, LLC dba Kidz Love Soccer INSURER C : Malcolm Guthrie P. �. BOX 337 INSURER D: Corte Madera CA 94976 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSR WV � POLICY NUMBER (MMfD�JYYYY) (MMIDDlYY1'YJ LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1� OOO � OOO y'� X COMMERCIAL GENERAL LIABILITY 8502AH021045 12�01�10 12/O1 f 11 PREMISES (Ea occurrence} $ �.�0 � 00� CLAIMS-MADE � OCCUR MED EXP (Any one person) $�j � � � � X PERSONAL & ADV INJURY $ 1� OOO � OOO X =I1C1 Participants GENERALAGGREGATE $3�����000 GEN'L,4GGREGATE LIMITAPPLIES PER: PRODUCTS- COMP/OPAGG $ 1� OOO � OOO X POLICY PR � LOC JECT $ AUTOMOBILE LIABILITY ' COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident} $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUfOS (Per eccidentJ NON-OWNED AUTOS $ $ UMBRELLALIAB OCCUR EACH OCCUBRENCE $ EXCESS LIAB CLAIMSMADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU- OTI+ AND EMPLOYERS' LIABILIiY Yf N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE El. EACH ACCIDENT $ OFFICERlMEMBER EXCLUDED? � f A {Mandatory in NH) E1. DISEASE - EA EMPLOYEE $ If yes, desaibe under DESCRIPTION OF OPERATIONS belcw E1. DISEASE - POLICY LIMIT $ A Group Accident 4102AH021044 12/01/10 12/01/11 Med Max. 1,000,000 Ded. 5,000 �ESCRIPTION OF OPERATIONS ! LOCATIONS ! VEHICLES (Attach ACORD 107, Additional Remarks Schedule, if more space is required) Certificate holder is added as Additional Insured per attached CG20261185. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITFEDE THE EXPIRATION DATE THEREOP, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Cl'ty Of Federal Way AUTHORIZED REPRESENTATIVE P. O. Box 9718 Federal Way WA 98063 � �' !� hc.�.� ACORD 25 {2009109) rle `� O 1988-2009 ACORD CORPOR� The ACORD name and logo are registered marks of ACORD