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AG 14-023I I RETURN TO: b AV 1 d 1 vv‘ 0116 EXT: ILA q CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: PARKS/FWCC 2. ORIGINATING STAFF PERSON: CRAIG FELDMAN EXT: 6945 3. DATE REQ. BY: NOVEMBER 14, 2016 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 ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE X CONTRACT AMENDMENT (AG #):14 -023 ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: RECREATION AGREEMENT FOR AQUAROBICS - AMENDMENT 3 6. NAME OF CONTRACTOR: AQUAROBICS - GET IN. GET FIT., LLC. ADDRESS: PO Box 404 REDMOND, WA. 98073 E -MAIL: W W W.GETINGGETFIT.COM SIGNATURE NAME: MELISSA BROWN TELEPHONE 425- 894 -0045 FAX:253- 867 -5695 TITLE: OWNER 7. EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2017 COMPLETION DATE: DECEMBER 31, 2017 COMPENSATION (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES RETAINAGE: RETAINAGE AMOUNT: ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW I TIAL / D T REVIEWED INITIAL /DATE APPROVED PROJECT MANAGER yq,�k .7b fg S1 �� �t,t�Q.J' /,6 DIRECTOR ❑ RISK MANAGEMENT OF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, ❑ LAW DEPARTMENT ❑ cHIEF OF STAFF LE°SIGNATORY (MAYOR OR DIRECTOR) "CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: tt K14, COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE SENT: 11 + to 1 %b DATE REC'D: INSURANCE CERTIFICAT$, LICENSES, EXHIBITS INITIAL / DATE IGNED 7)21/ -- tZ)Z11�6 Pecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. corn AMENDMENT NO. 2 TO RECREATION AGREEMENT FOR AQUAROBICS — GET IN. GET FIT., LLC This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Aquarobics — Get In. Get Fit., LLC, a Washington 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 conducting water aerobics classes at the Federal Way Community Center ( "Agreement ") dated effective February 4, 2014, 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, 2017 ( "Amended Term "). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT 1 1/2010 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: DATE: i/474// AQUARO :ICS — GET J GET FIT., LLC: By: DATE: a Brown, Owner 1)2-) STATE OF WASHINGTON ) ) ss. COUNTY OF ATTEST: C erk, Stephanie Court CMC APPROVED AS TO FORM: City Attorney, A.f.,,Rti , 7Are, G,' On this day personally appeared before me Melissa Brown, to me known to be the owner of Aquarobics — Get in. Get fit., LLC, 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 EMILY D SMITH NOTARY PUBLIISTo STATE OF WASHINGTI4 COMMISSION EXPIRES AUGUST 29, 2020 this p 61' day of 's signature s printed name let bC( , 20\ Notary Public in and for the St ."e of Washington. My commission expires S • Z9 - ZOZz AMENDMENT 2 1/2010 ACOR[D® 411.....-/- CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/7/2016 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 Buck and Affiliates 207 E Queen Spokane WA 99207 CONTACT Heidi Kriss NAME: PHONE (509) 484 -6441 FAX (509)484 -6432 (A /C. No. Ext): (A /C, No): E -MAIL ADDRESS: heidik @buckaffiliates.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Markel Specialty COMMERCIAL GENERAL LIABILITY INSURED AQUAROBICS - GET IN. GET FIT., LLC POB 404 Redmond WA 98073 INSURER B : HCG20018038 -03 INSURER C: 9/1/2017 INSURER D : $ 1,000,000 INSURER E : INSURERF: X COVERAGES CERTIFICATE NUMBER:CL1582601839 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 LTR TYPE OF INSURANCE ADDL INS() SUBR WVD POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP (MM /DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X HCG20018038 -03 9/1/2016 9/1/2017 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER LIMIT APPLIES JECT PRO- PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS- COMP /OPAGG $ 3,000,000 Professional Liability $ 1,000,000 A AUTOMOBILE ■ ■ X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS ■ X SCHEDULED AUTOS NON -OWNED AUTOS HCG20018038 -03 9/1/2016 9/1/2017 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ ■ UMBRELLA LIAB EXCESS LIAB ■ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ X WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A STOP GAP ` I STATUTE OOTH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE. $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1 000 000 A Abuse & Molestation HCG20018038 -03 9/1/2016 9/1/2017 Occurence $100,000 Aggregate $300,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is additionally insured in regards to the General Liabillity of the named insured as required by written contract. Federal Way Community Center 876 S 333rd St. Federal Way, WA 98003 CERTIFICATE HOLDER CANCELLATION Federal Way Community Center 876 S 333rd St. Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Steven Meisner /HEIDI ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD II RETURN TO: Craig Feldman/ (\� EXT: 6945 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV:PRCS/FWCC 2. ORIGINATING STAFF PERSON:CRAIG FELDMAN EXT:6945 3. DATE REQ.BY:NOVEMBER 24,2015 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 0 Z3 ❑ INTERLOCAL X OTHER RECREATION AGREEMENT AMENDMENT 5. PROJECT NAME:AQUAROBICS GET IN.GET FIT.CONTRACT AMENDMENT 6. NAME OF CONTRACTOR:AQUAROBICS GET IN.GET FIT ADDRESS:PO Box 404 REDMOND,WA. 98073 TELEPHONE 425-894-0045 E-MAIL:WWW.GETINGETFIT.COM FAX: SIGNATURE NAME:CAROLYN Scorr TITLE PRESIDENT 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 2 8. TERM: COMMENCEMENT DATE: l l Li/f q COMPLETION DATE'/3/31/15 9. TOTAL COMPENSATION THEY PAY Us (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: t -)1 Y\ 10. DOCUMENT/CONTRACT REVIEW I.6 IAL/DATE REVIEW , ' INITIAL/DATE APPROVED X] PROJECT MANAGER UVAf /J '7ZRECTOR / / / / `�❑ SK MANAGEMENT OF APPLICABLE) ❑ LAW i ' C t1RI N 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ' J ,5/1 5 ❑ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS I IAL/DATE SIGNED NW LAW DEPARTMENT CHIEF OF STAFF „L 1.,, - 1 IGNATORY MAYOR OR DIRECTOR) , �� CITY CLERK � Ai Mar V ASSIGNED AG# At- 0 A SIGNED COPY RETURNED DATE SENT: i/ 2fl '2,O1c COMMENTS: (� 11/9 ` CITY OF CITY HALL 33325 8th Avenue South Fe d e ra I Way Federal Way,WA 98003-6325 (253) 835-7000 www crtyoffederalway corn AMENDMENT NO. 1 TO RECREATION AGREEMENT FOR AQUAROBOCS—GET IN. GET FIT. LLC This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Aquarobics — Get In. Get Fit. LLC. a Washington 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 Conducting Water Aerobics Classes at the Federal Way Community Center("Agreement") dated effective February 4, 2014, 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, 2015 ("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 Y Y �' g Y previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been p p p Y g 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 Nbi, Iry OF CITY HALL Federal Way 33325 0th Avenue South Federal Way, WA 38003-632 253) 035-7000 lE LI C?tVOft detaft 1vCOI77 IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: �, By. I►� � �1�w Ji rell, ayor 1 '•rk, Stephanie Coin - CMC DATE: A ,- APPROVED A TO FORM: ///11r -roc City Attorney, Amy Jo Pearsall AQUAROBICS - GET. IN. GET FIT. LLC 0146\ )x c)0 �r Printed Name: A tAkt w4b e.1 Title: c> i �� DATE: IZ I STATE OF WASHINGTON ) ) ss. COUNTY OF / /h ) On this day personally appeared before me CGi,rJ/y`1 560/r- , to me known to be the M,t/v ev _ of ��.��,�/,,-�.5 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. Y rP YP GIVEN my hand and official seal this -3 day of 'L , 20/V. Notary's signature Notary's printed name ;,;, .�,_.. DAVID H isHu Notary Public in and for the State of Washington. Notary Public,State of Washington ; My commission expires � y /3,/ 4S My Commission Expires r July 13,2018 p AMENDMENT - 2 - 1/2010 A� DATE(MMIDDIYYYY) �® CERTIFICATE OF LIABILITY INSURANCE 828/2014 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). CONTACT Karol Glindeman PRODUCER NAME: FAX .(509)484-6432 PHONE 1 Buck and Affiliates /A/c.Nn_FXt): (509)484 644 I(AIC.Nol. 207 E Queen E-MAIL ADDRESS:karolg @buckaffiliates.com INSURER(S)AFFORDING COVERAGE NAIC# Spokane - WA 99207 INSURERA:EBSeX Insurance Co P INSURED INSURER B: Aquarobics. Get In Get Fit LLC INSURERC: POB 404 INSURERD: INSURER E: Redmond WA 98073 INSURERF: 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. POLICY EFF POLICY EXP ILTR ADDL SUER LIMITS TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY (MMIDDIYYYY) A GENERAL LIABILITY x HFG20018038-01 09/01/2014 09/01/2015 EACH OCCURRENCE $ 1,000,000 - _ DAMAGE TO RENTED 50,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 5,000 CLAIMS-MADE X OCCUR _PERSONAL&ADV INJURY $ 1,000,000 _GENERAL AGGREGATE $ 3,000,000 PRODUCTS-COMP/OP AGG $ 3,000,000 Galt AGGREGATE LIMIT APPLIES PER: $ Included PRO LOC Professional) X POLICY n,IFCT COMBINED SINGLE LIMIT A AUTOMOBILE LIABILITY x HFG20018038-01 09/01/2014 09/01/2015 COMBINED $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ — — ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY DAMAGE $ X NON-OWNED (Per accident) — HIRED AUTOS X AUTOS $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ 09/01/2014 09/01/2015 WCSTATU- OTH- A WORKERS COMPENSATION HFG20018038-01 I TORY LIMITS I X ER AND EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N Stop Gap OFFICER/MEMBER EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $ 1,0 0 0,00 0 DESCRIPTION OF OPERATIONS below X HFG20018038-01 18038-01 Liability A 09/01/2014 09/01/2015 Ea Occurrence and Aggregate 100/300,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required) Federal Way Copmmunity Center is additional insured as their interest may appear and as required by written contract for services provided by the Named Insured. 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. Federal Way Community Center 876 S 333rd St. AUTHORIZED REPRESENTATIVE Federal Way, WA 98003 1-/f 1 / 7/eir'e ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. ,ucnoe,-n,nng,n, Thm ACORD name and logo are registered marks of ACORD I I RETURN TO: r- r,,`,,, V EXT: CITY OF FEbERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: l/r 1i01 I- eIi�IVYlA1(1 EXT: 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 • ORDINANCE • CONTRACTAMENDMENT(AG #): X OTHER kCAa- IMftUU Y1 PM 5. PROJECT NAME: ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • RESOLUTION • INTERLOCAL 6. NAME OF CONTRACTOR: PA A o a kct)6 i c6 ADDRESS: 0,0 . (30,k A414 . R dmrnc7 , wfr- TELEPHONE E -MAIL: FAX: SIGNATURE NAME: O ksA)n S �n TITLE Pr-cs i de,r-Ni' 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 S. TERM: COMMENCEMENT DATE: COMPLETION DATE: 0-1,31114 TOTAL COMPENSATION $ o m Es (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR GE -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: 10. DOCUMENT /CONTRACT REVIEW • PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) XLAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED ZZ - It-1 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING t' �' ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: (` Z2 ' DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS • 4AW DEPARTMENT • SIGNATORY (MAYOR OR`IRECTOR • CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS- INITIAL / DATE SIGNED P I. 2- S•ILA, rlm :z- LA '1 ti4 , AG# DATE SENT: -2,.q-t4 jnS. OAreCkXU extended. J 11/9 CITY OF A .. Federal Way CITY HALL 33325 8th Avenue South Federal Way„ WA 98003 -6325 (253) 835 -7000 www cityoffederahvay com RECREATION AGREEMENT FOR AQUAROBICS — GET IN. GET FIT. LLC This Recreation Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Aquarobics — Get In. Get Fit LLC. a Washington Limited Liability Company ( "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: AQUAROBICS — GET IN. GET FIT. LLC. Carolyn Scott PO Box 404 Redmond, WA. 98073 425- 894 -0045 com The Parties agree as follows: CITY OF FEDERAL WAY: Craig J. Feldman 33325 8' Ave. S. Federal Way, WA 98003 -6325 (253)835 -6945 (telephone) (253) 835 -6939 (facsimile) wC'' 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2014 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. In return for the Work, the Contractor shall pay the City 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. 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. RECREATION AGREEMENT - 1 - 4/2011 �► Feder 1 r�/ CITY HALL 33325 Way Feder 8th Avenue South ,j Federal Way, WA 98003 -8325 (253) 835 -7000 www:cayoffedera(way corn 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, 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 employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; RECREATION AGREEMENT - 2 - 412011 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay com 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. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 9. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 9.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 9.2 Safe . Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site .RECREATION AGREEMENT -3 - 4/2011 .:§CITY OF S, Federal Way CITY HALL 33325 8th Avenue South Federal Way„ WA 98003 -8325 (253) 835 -7000 wvwv_cityoffederaiway cam 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. 9.3 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. 10. 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 abilitv 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. 11. 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. 12. GENERAL PROVISIONS. 12.1 Interpretation and Modification This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 12.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, RECREATION AGREEMENT - 4 - 4/2011 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way„ WA 98003 -6325 (253) 835 -7000 www cityoffederahvaycom 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. 12.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 12.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 12.5 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 malting 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 - 5 - 4/2011 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Cary M. Roe, P.E. Director of Parks/Public Works DATE: AQUAROBICS - GET IN. GET FIT. LLC ' 1 Titl ATTEST: oaxg I I - W D in City Clerk, Carol Mc eill C APPROVED AS TO FORM: _axt 1paaloag City Atdy1ft, Patricia A Rich dson ����1 ►�, WA rI - DATE: 2A I. STATE OF WASHINGTON) ) ss. COUNTY OF tj On this day personally appeared_ before me 0,F in �-& to me known to be the %� � of Ins - 6* AA&r6 -s u�- 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 2qA day of , 20 ( K Not 's si nature NOTARY PUBUC STATE OF WASHINGTON MIKE AHN My Appointment Expires SEPTEMBER 27, 2017 _J g Notary's printed name Notary Public in and for the State of Washington. My commission expires 1 /2" to"? RECREATION AGREEMENT - 6 - 4/2011 CITY OF CITY HALL F�� ��' �� 33325 81h Avenue South • PO Box 9718 ederal Federal Way. WA 980£3 -9718 (253) 835 -7000 wwwciryofiederaiwav cons EXHIBIT "A" RECREATION SERVICES Aquarobics - Get In. Get Fit. LLC, and the City of Federal Way, mutually agree that the following services will be provided: Aquarobics will be allowed to schedule water aerobics courses at the Federal Way Community Center. Course schedules must be approved by the Aquatics Coordinator in advance. The City of Federal Way reserves the right to combine programs to maximize the use of the facility. Aquarobics will be solely responsible for the registration of all of its participants and the collection of all participation fees. The City of Federal Way agrees to promote the Aquarobics programs at the Federal Way Community Center and refer all registration inquires to the Aquarobics staff The City of Federal Way agrees to, with reasonable advanced notice, notify the owner and Aquarobics staff of any changes to the approved schedule. Aquarobics will provide the Aquatics Coordinator with the names and contact information for all of its instructors teaching courses at the Federal Way Community Center. Aquarobics will be solely responsible for the storage and security of its equipment at the Federal Way Community Center, the arrangements of which shall be made with the Aquatics Coordinator. RECREATION AGREEMENT - 7 - 4/2011 CITY OF CITY HALL '�.... Federal 11Ua 253 835-7000 WA South • 18 Box 9718 Federal Way. WA 98063 -9718 vvwwci yoflederatwaycom EXHIBIT "B" COMPENSATION In consideration for permission to use the pool facilities at the Federal Way Community Center, to conduct a Water Exercise Program as provided in this agreement, the Contractor agrees to pay the City an amount equal to thirty percent, (30 %), of the gross session receipts. "Gross session receipts" means the Contractors total revenue from operating the Water Exercise Program, excluding only Washington State Sales Tax. A "session" consists of approximately five, (5) weeks. RECREATION AGREEMENT - 8 - 4/2011