AG 21-187 - USSARETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: FWCC
2. ORIGINATING STAFF PERSON: Trisha Plucknett EXT: 6921 3. DATE REQ. BY:
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
® OTHER Recreation Agreement
5. PROJECT NAME: Recreational Sports League
6. NAME OF CONTRACTOR: f#&%VZZ1-6fiVWl6-W-C— uhkl�%A 1;+(\kQ 5, 1;nnd��k I lin �Q' A�I;nr� C", IV
ADDRESS: 2126 NE 166th St TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME:. uj, TITLES'
7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES It COMPENSATION ® INSURANCE REQUIREMENTS/CERTIFICATE A ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: October 21, 2022
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 ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: N1A
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
IN PROJECT MANAGER CG 10/12/21 / 10/26/21
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
% LAW JE 10/20/21 JE 10/28/21
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING l
ZI
Y
❑ 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.)
IN1 AL / DATE 51PNED
DeL/AW DEPARTMENT
M SIGNATORY (MAYOR OR DIRECTOR)
L CITY CLERK
'ASSIGNED
AG# A #
COMMENTS:
JE 10/20/21 - many comments and questions in the agreement. Please don't hesitate to let me know if you want to talk through any of them and if you need help drafting any language changes.
- rasuhmitft for review after making changes (TP)
]10128121
2/2017
12/7/21. 9:33 AM Corporations and Charities System
BUSINESS INFORMATION
Business Name:
UNITED STATES SPECIALTY SPORTS ASSOCIATION, WASHINGTON STATEDIVISION
UBI Number:
601 235 790
Business Type:
WA NONPROFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
2500 S 370TH ST UNIT 16, FEDERAL WAY, WA, 98003-7619, UNITED STATES
Principal Office Mailing Address:
PO BOX 4897, FEDERAL WAY, WA, 98063-4897, UNITED STATES
Expiration Date:
02/28/2022
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
02/07/1983
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
ATHLETIC, AMATEUR SPORTS
REGISTERED AGENT INFORMATION
Registered Agent Name:
DALE MCGREGOR
Street Address:
19516 63RD PL SE, KENMORE, WA, 98028-0000, UNITED STATES
Mailing Address:
PO BOX 4897, FEDERAL WAY, WA, 98063-4897, UNITED STATES
GOVERNORS
Title
Governors Type
Entity Name First Name
Last Name
GOVERNOR
INDIVIDUAL
STROJAN
KENNISON
GOVERNOR
INDIVIDUAL
PAUL
SCHUKAR
GOVERNOR
INDIVIDUAL
DALE
MCGREGOR
https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /1
I CERTIFICATE OF INSURANCE , I Issue Date: 3/12/2021 1
THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT
AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHE 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 pollcycertain 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:
EPIC Brokers
License No, OB29370
P.O.Box 13847
Sacramento CA 95853
888-880-3602 Email: insurance@tisssa.com
Insured:
United States Specialty Sports Association
5800 Stadium Parkway
Melbourne, FL 32940
800-741-3014
Coverages:
INSURERS AFFORDING COVERAGE
INSURER A: Scottsdale Insurance Company
INSURERS:
INSURER C:
INSURER D:
INSURER E:
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 requ'remant, term, or condlilon of
any contractor other document with respect to which this cer6ficale maybe Issued or may pertain, the insurance afforded by the policies described herein Is subject to all the larms, exotuMo s
and conditions of such policies. Limits shown may have been reduced by paid claims.
Policy
Policy
INSR
Type of Insurance
ADDL
SUBR
Policy Number
Effective
Expiration
Limits
LTR
INSD
WVD
Date
Date
A
Commercial General Liability
y
N
KRSOODDU08644900
1/1/202112:01:00AM
1/1/202212:01:OOAM
F.achO—nrmeS2,000,000
Occurrence Basis
Da gctoRenled]krrntrt,(tautr)$300.000
oSrd Ecp (any o pc m) 5 Exc:aded
Cn'alar AJ?&Tgate S1,007 000
PM*=T odd Adr rnjuryS2,0MMO
Pro4oac-Comp'O? apg 57,000.Ow
Pardcipant Ix:i4 Liabl My WfAi M
Secwl Aloha & Aroterml(on tPcrOceurrenae) S1,000,000
Serwl Ab' c & 4folestarion (Aggngatc) 52,M0 M
DESCRIPTION OF OPERATIONS] LOCATIONS f VEHICLES (ACORD 101, Addltlonai Remarks Schedule maybe attached If more space Is required)
Coverage Includes amateur play and practice In the Insured sport for: City of Federal Way
The FleldlFaciGly Owner shown as the certificate holder shall be an additional Insured but onlywilh respects to liability caused by the negligentacts or omissions of the named insured and only
vrtth respects to losses resulting from amateur play and practice during USSSA sanctioned activities occurring between the coverage effective dale listed below and the policy expiration date.
Certificate Holder: I Coverage Effective Date: 3/12/2021 8:36:00 PM
City of Federal Way
Cody Geddes
PO Box 9718
Federal Way IVA 98063
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.
ICertificate # USSSA-428040 Authorized Representatives: /&-V "'C/
CITY Of CITY HALL
4 33325
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www otyoffederalway com
RECREATION AGREEMENT
FOR
RECREATIONAL SPORTS LEAGUE
This Recreation Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and United States Specialty Sports Association, Washington State Division, a Washington
nonprofit corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at
the below addresses which shall be valid for any notice required under this Agreement:
UNITED STATES SPECIALTY SPORTS
ASSOCIATION, WASHINGTON STATE
DIVISION:
Paul Schukar
PO Box 4897
Federal Way, WA 98063
(206) 789-9133 (telephone)
.com
The Parties agree as follows:
CITY OF FEDERAL WAY:
Cody Geddes
876 S 333rd St
Federal Way, WA 98003-6325
(253) 835-6926 (telephone)
(253) 835-6929 (facsimile)
.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 October 21, 2022 ("Term"). This Agreement may be extended for additional periods of time upon the
mutual written agreement of the City and the Contractor.
2. WORK.
2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work
more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"),
performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction
of the Mayor or his or her designee.
2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience
necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and
governmental entities, including but not limited to obtaining a City of Federal Way business registration. The
Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar
services within the Puget Sound region in effect at the time those services are performed. The Contractor
warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will
perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at
its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and
material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject
to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any
part of the goods is repaired, only original replacement parts shall be used; rebuilt or used parts are not
acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year
from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any
defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does
not accomplish the corrections within a reasonable time as determined by the City, the City may complete the
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 7/2021
CITY OF CITY HALL
South
Federal Way Feder 8thAvenue 8003
Federal Way, WA 98003-6325
(253) 835-7000
www cilyoffederahvay com
corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction.
2.3 Time Documentation and Ins ection. Work shall begin immediately upon the effective date of
this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the
City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of
responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's
knowledge of defective or non -complying performance, its substantiality or the ease of its discovery.
2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the
Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting
from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event
is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the
Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the
other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The
City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies,
breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City
agreements.
4. COMPENSATION.
4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a
maximum amount and according to a rate or method as delineated in Exhibit "B," attached hereto and
incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services
contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in
Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful
jurisdiction as a result of the performance and payment of this Agreement.
4.2 Method of Pa ent. On a monthly basis, the Contractor shall submit a voucher or invoice in the
form specified by the City, including a description of what Work have been performed, the name of the
personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also
submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after
the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City
representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the
Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for
such work until the work meets the requirements of the Agreement.
4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this
Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the
Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to
withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If
Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods,
materials or services from other sources, and Contractor shall be liable to the City for any additional costs
incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees,
incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to
deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts
due or to become due the Contractor.
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021
CITY OF CITY HALL
4 33325.. Fe d e ra I Way Feder 8th Avenue South
Federal Way. WA 98003-6325
(253) 835-7000
www cityoffederalway com
4.4 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment
under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or
amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the
completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City
in the event this provision applies.
4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a
waiver of any and all claims, except those previously and properly made and identified by Contractor as
unsettled at the time request for final payment is made.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the
City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers
harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses,
attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without
limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection
with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the
City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's
liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each
sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents,
representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the
Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when
completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor
waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51
RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any
way by any limitation on the amount of damages, compensation or benefits payable to or by any third party
under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties
further acknowledge that they have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its
officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from
any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments,
awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or
litigation expenses to or by any and all persons or entities, including without limitation, their respective agents,
licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely
caused by the negligent acts, errors, or omissions of the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement with respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021
,4!CITY OF
,�S� Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederatway com
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 $2,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant
to the laws of the State of Washington;
C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles
with 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 Liabili . Contractor's maintenance of insurance as required by the agreement shall
not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall
be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained
by the City shall be excess of the Contractor's insurance and shall not contribute with it.
6.3. Additional Insured,. Verification. The City shall be named as additional insured on all commercial
general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide
certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and
incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance
policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies
are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3)
years from the date this Agreement is actually terminated or upon project completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of
this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the
Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will
be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling,
and providing records in case of any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts,
designs, design specifications, records, files, computer disks, magnetic media or material which may be
produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The
Contractor shall make such data, documents, and files available to the City and shall deliver all needed or
contracted for work product upon the City's request. At the expiration or termination of this Agreement, all
originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the
City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which
sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain
such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederaiway com
of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to
inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental
officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS.
10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that
the Contractor has the ability to control and direct the performance and details of its work, the City being
interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay
Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income,
or other tax which may arise as an incident of employment, except as specifically provided in Section 4.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may
provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an
employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the
Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of
Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's
failure to do so.
10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its
employees, agents, and subcontractors at the work site and in the performance of the contract work and shall
utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal,
state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA
requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and
Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC).
Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other
safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe
passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or
unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect
from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that
is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own
expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for
the same
10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be
responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with
the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether
such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this
Agreement to an employment contract. Even though Contractor is an independent contractor, the work must
meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory
completion
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional
services during the Term for other parties; however, such performance of other services shall not conflict with or
interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of
interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close
family relationship with any City officer or employee who was, is, or will be involved in the Contractor's
selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance.
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021
CITY
Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
12. SAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment
made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by
Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or
representatives against any person because of sex, age (except- minimum age and retirement provisions), race,
color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental
or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and
employment. This requirement shall apply to, but not be limited to, the following: employment, advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title
VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of
1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding
non-discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all
of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior
statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any
Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall
prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only
and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of
this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate
any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either
Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and
compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement.
No provision of this Agreement, including this provision, may be amended, waived, or modified except by
written agreement signed by duly authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer
or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent
of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement
shall continue in full force and effect and no further assignment shall be made without additional written
consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be
binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into
for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or
interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance
with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances,
resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made
effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation
or performance of this Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to
the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be
delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally
to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021
CITY OF CITY HALL
Fe d ra Way Feder l Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www ciryoffederalway com
forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date
of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but
shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to
exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver
or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and
effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive
such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's
right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in
accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or
claim arising from this Agreement, the exclusive means of resolving that dispute, Aifference, or claim, shall be
by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County,
Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does
not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County,
Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County,
Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any
claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and
expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other
recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to
limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor
represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with
the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one
such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together
to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and
acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this
Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021
qn OF
.L Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. cityoffederalmy. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
V L r 1 r% ►^r,41,
DATE: �- d
ATTEST:
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7toa ie ourtney, MC, City Clerk
APPROVED AS TO FORM:
4JRn Call, City At onney
UNITED STATES SPECIALTY SPORTS ASSOCIATION, WASHINGTON STATE DIVISION:
By:�
Printed Name: Paul Schukar
Title: Office Manager
DATE:— 1 '2 It-( I g d X j
STATE OF WASHINGTON )
ss.
COUNTY OF
On this day personally appeared before me Paul Schukar, to me known to be the Office Manager of United
States Specialty Sports Association, Washington State Division that executed the foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of said 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 Do
o
►�O PLUC. r+►�r Notary's signature
""'",t�'�; �r Notary's printed name
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PROFESSIONAL SERVICES AGREEMENT
My commission expires
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Washington.
Rev. 7/2021
CITY OF CITY HALL
Federal Way Feder Sth Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
EXHIBIT "A"
RECREATION SERVICES
This Agreement will be a working understanding for the provision of facilities for use by the Contractor as it relates
to fees, scheduling, use of facilities and other issues associated with a recreational sports league in the City.
The Contractor shall do or provide the following:
The Contractor will provide referees and officials for each scheduled game at the sole cost to the Contractor.
The Contractor will provide all equipment for all events and other uses of the athletic facilities under this
Agreement, including, without limitation, game balls and other equipment for all games.
The Contractor shall not allow any other agency, association, group, or league to schedule or use an athletic facility
when the Contractor is scheduled to use that athletic facility without express written consent by the City of Federal
Way Parks and Facilities Director or his or her designee.
The Contractor will designate one person to be the point of contact between the Contractor and the City. Such
contact person will disseminate any information provided by the City and educate the Contractor, its employees,
agents, contractors, teams, coaches and spectators regarding such information.
The Contractor shall be solely responsible for and shall perform all scheduling of games, tournaments, and league
related events and any service related to scheduling. The Contractor shall provide the City with a complete schedule
of events for the term of this Agreement one week prior to the first scheduled event. All schedule changes must be
proposed to the City in writing within 48 hours of the proposed change. Changes will be reviewed and confirmed or
denied in writing by the City when received.
The Contractor shall be solely responsible for returning the athletic facilities to a substantially similar or better
condition after each use. The Contractor will be responsible for reporting any damage or destruction to facilities used
immediately to the City contact. Any damage or destruction to an athletic facility related to the Contractor's use of
such facility under this Agreement shall be promptly repaired by the Contractor to the same condition that existed
prior to the damage or destruction. Repairs must be reviewed and approved by the City prior to any work being done.
The Contractor will provide a copy of their code of conduct to the City one week prior to the first scheduled event
and shall enforce such code of conduct during all games and uses of the athletic facilities.
The Contractor will provide a copy of their disciplinary procedures to the City one week prior to the first scheduled
event and shall enforce such disciplinary procedures during all games and uses of the athletic facilities.
The Contractor is responsible for the conduct of employees, agents, contractors, teams, players, coaches, spectators,
invitees and guests. The Contractor shall suspend from one or more events, employees, agents, contractors, teams,
players, coaches, spectators, invitees or guests who violate any rules and regulations set forth by the Contractor or
the City. The Contractor shall provide adequate adult supervision for any and all events, including but not limited to
games, practices, tournaments and events as requested by the City.
The Contractor shall immediately or on or before the expiration of one working day record and report to the City all
injuries and claims against the Contractor for bodily injury and property damage. The Contractor shall immediately
RECREATION AGREEMENT - 9 - 7/2021
CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
www cityoi%deralway com
notify the City of any safety hazards that are apparent at any athletic facilities or on any courts or athletic fields that
the Contractor cannot immediately remedy.
The Contractor will provide documentation to the City of team and event registrations which will use or be held in
an athletic facility within ten business days of the completion of such team or event registration.
The Contractor will provide the City copies of all team rosters scheduled to use an athletic facility prior to the first
scheduled event under this Agreement.
The Contractor will treat all City referred customers in a professional and courteous manner, such as returning phone
calls or responding to inquiries within one business day of receiving such phone call or inquiry.
The Contractor will promptly inform the City via email of any complaints that could in any way involve the City.
The Contractor shall provide the City with contact information for a designated official for all league interactions
and issues.
The City shall do or provide the following:
The City will provide athletic facilities at Celebration Park for game use and shall identify the amount of time
available.
The City will provide one (1) staff person as a point of contact to facilitate field use. City staff will not be
responsible for handling any league issues such as scheduling conflicts, ejections, officials, score keeping, or any
other issues directly associated with league events.
The City will be responsible for securing the use of the athletics facilities for the times agreed upon. If the City is
unable to secure an athletic facility for a scheduled time, it will notify the Contractor at least 48 hours prior to the
scheduled event. The Contractor will be responsible for finding a suitable alternate location for the scheduled event.
The City will cooperate with the Contractor in securing the use of an alternate athletic facility so long as there is no
additional expense to the City.
The City may provide alternate facilities on a space available basis for Contractor meetings, scheduling and other
related business upon request from the designated Contractor representative. The Contractor's use of such facilities
shall be subject to the City's Facility Use Policies (Exhibit "C"). There shall be no charge for the use of these
facilities.
The City reserves the right to close, cancel or limit the amount of use for any and all athletic facilities. No
modifications are allowed to any athletic facility. If the Contractor, or any of its employees, agents, contractors,
teams, coaches, invitees, guests or spectators violate the rules, regulations, or limitations placed on the athletic
facility use, the Contractor, its employees, agents, contractors, teams, coaches, invitees, guests or spectators may be
prohibited from using an athletic facility for the remainder of an event, the remainder of the season, the following
season, or any other amount of time the City deems appropriate. If a violation of rules or regulations resulting in a
prohibition of use occurs, the City will notify the Contractor promptly by email.
The City will assist in the marketing and promotion of the league provided that the Contractor remains in compliance
with all City policies.
RECREATION AGREEMENT - 10 - 7/2021
CITY OF CITY HALL
Fe d e ra I Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederaiway com
EXHIBIT "B"
COMPENSATION
1. Compensation. In consideration of the City providing facilities for Contractor, the Contractor agrees to
pay the City $40 per game for use of facilities designated in Exhibit "A".
2. Method of Payment: The Contractor will be invoiced at the end of each month for the current month of
usage. The Contractor will pay the City 100% of fees within 14 days of the date of the invoice. The Contractor
will provide a $2,500 deposit prior to using facilities. The deposit will reflect the anticipated monthly fee to be
paid to the City by the Contractor for the first league played.
The Contractor will send a complete list of games played to the City at the time of payment.
Failure to pay the City or remit payment to the City in a timely fashion may result in suspension of games and
termination of the agreement.
RECREATION AGREEMENT - 11 - 7/2021
CITY OF
A& Federal Way
EXHIBIT "C"
FACILITY USE POLICIES
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway. com
1. The user group must clear the field/facility of all litter and debris immediately upon conclusion of its
event/activity. Prior to the event all user groups may be required to submit a refundable litter and security
deposit in the amount of $100.00.
2. No non -city vehicles are allowed on any athletic fields. The exception being authorized equipment for repair
or field preparation.
3. Any organization that damages or destroys property through misuse or abuse (incl. lining of fields) will be
responsible for reimbursing the City of Federal Way for the cost of repair or replacement. They may also be
prohibited from future field use.
4. A legally responsible agent for the organization must be present on site throughout the entire event/activity.
5. NO ALCOHOLIC BEVERAGES OR CONTROLLED SUBSTANCES ARE PERMITTED. The use or
possession of any alcoholic beverage in connection with any event or other authorized use shall be sufficient
cause for revoking the Field Use Request. All rental fees will be forfeited.
6. All Fields are subject to rotational rest and maintenance periods, which may change without notice.
7. Groups or organizations wishing to reserve City of Federal Way FWPRD athletic fields are required to fill
out and submit an application and insurance form.
8. The Federal Way FWPRD may require that a field not be used for organized practice, league, and/or
tournament play due to deteriorating or unsafe field conditions. Other field arrangements may be made if
possible. Failure to refrain from organized play or practice on a closed field may result in the loss of field use
privileges for the season.
9. All use of the City of Federal Way athletic fields will be scheduled through the FWPRD office.
10. Children must be supervised at all times.
11. Field Closure Information —During periods of inclement weather, field closures may result as determined
by the FWPRD staff. Closures may also result from poor field conditions or damage that would cause hazardous
safety considerations and/or excessive repair work to bring the field back to playable condition. It is the
organization's responsibility to obtain field closure information. Call 835-6905 (Monday through Friday after
3:30 p.m.) for an up-to-date report on field closures.
12. It is the organization's responsibility, in the event of a field closure, to contact the Recreation Manager
within two (2) days after such closure to confirm a credit and/or arrange for re -scheduling. Unconfirmed
schedule changes will not be credited to your organization, and field use fees will be forfeited.
RECREATION AGREEMENT - 12 - 7/2021
CITY OF CITY HALL
Fe d e ra i Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway.com
13. Cancellations of scheduled field use must be made 72 hours in advance. No refund will be made to
respective organizations for cancellations made less than 72 hours prior.
14. All other park rules and ordinances must be followed.
15. If the type of use is deemed larger than "normal" such as a large tournament or special event it will be the
responsibility of the user group to provide additional services such as portable restrooms and additional garbage
pick-up. This can be arranged by the FWPRD for an additional fee.
16. Any user group that wishes to operate concessions of any type will be charged the City of Federal Way in
the amount of $100. The user group is responsible for obtaining all applicable licenses and permits associated
with operation of concessions. The user group is also solely responsible for payment of all applicable City,
County and State taxes that apply to the sale of concessions. Copies of these licenses and permits must be
provided to the City of Federal Way FWPRD prior to the start of the tournament or event. All salable items
must be approved 10 days in advance of the event.
The City of Federal Way reserves the right to cancel any rental at any time for the following reasons.
1. Severe weather and/or conditions in which use could cause excess damage to the facilities or potential injury
to participants.
2. City sponsored or co -sponsored events such as, but not limited to the annual Red, White, and Blues Festival.
3. National or World Championship level tournaments or any other event that may be determined to take
precedence over previously scheduled events.
4. Any organization that damages or destroys property through misuse or abuse will be responsible for
reimbursing the City of Federal Way for the cost of repair or replacement. They may also be prohibited from
future use of all City of Federal Way facilities. This policy also applies to verbal or physical abuse of City
employees.
5. Failure to pay.rental and/or any fees associated with the use of City facilities.
6. No baseball/activities are allowed on the soccer fields at any time. Tournament directors are responsible for
enforcement of this rule and could lose their weekend for failure to do so.
7. Any tournament cancellations made after Memorial Day weekend and before Labor Day weekend and with
less than 30 days' notice will result in being charged the full tournament amount of $1,400. Any cancellations
of tournament that are booked prior to and including Memorial Day weekend or after and including Labor Day
weekend will be charged the $100 deposit.
8. Orders from state or county health authorities intended to slow the spread of COVID-19 or other
communicable diseases
9. Repeated failure to follow a sports organization's return -to -play plan or other reasonable mitigation measures
designed to slow the spread of COVID-19 or other communicable diseases.
RECREATION AGREEMENT - 13 - 7/2021